Draft resolutions for the Extraordinary General Meeting of

The Board of Invalda AB approved the draft resolutions for the Extraordinary
General Meeting of shareholders to be held on 

On the agenda:
1. Regarding non-public LTL 25 m convertible bonds issue. 
2. Regarding withdrawal of shareholders pre-emption right to acquire LTL 25 m
convertible bonds. 
3. Regarding non-public LTL 50 m convertible bonds issue. 
4. Regarding withdrawal of shareholders pre-emption right to acquire LTL 50 m
convertible bonds. 
5. Regarding public LTL 30 m convertible bonds issue.
6. Regarding Invalda AB share capital increase related to issues of convertible
bonds. 

1. To issue non public convertible bonds of LTL 25 000 000 
Total convertible bonds issue size is 250 000 units, the nominal value of one
convertible bond is LTL 100 
The convertible bonds of this issue grant the rights to:
- receive nominal value of redeemed bonds or part of bonds as well as annual
interest of 9.9% (considering there are 365 days per year). Interest is paid on
the redemption day; 
and/or
- convert all or part of bonds to ordinary registered shares. One bond of
nominal value LTL 100 is to be converted to ordinary registered shares at ratio
5.5 (one bond would be converted into 18.18 shares approximately, final result
will be rounded by arithmetical rules). On a day of registering shares in
personal securities account the interest for convertible bonds is to be paid.
Interest is to be calculated according to the formula: 
P = SUM (i=1,.....,n) [Di * A * (1+0,099/365*S)],
whereas:
P - interest;
Di - ith accrued cash flow for one ordinary registered Invalda AB share for the
period of bonds validity (cash flow - allocated dividends and/or payouts
reducing authorised capital); 
A - number of issued new shares converting bonds at the ratio 100/5.5 
S - number of days  starting from 31st calendar when obligation to pay cash
flows appeared until bonds' expiry date. 

Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application
of investor expires on July 1, 2010. 
The investor, who acquired the whole bonds issue and chooses to convert to
shares all owned bonds, can exercise this right at any time until April 2,
2010, by delivering written application to Invalda AB. Invalda AB obliges to
convert to shares all bonds owned by the investor no later than 10 business
days from the day when written application was received. 
If the investor owns part of the bonds issue and chooses to convert to shares
all or a part of bonds, or if the investor owns the whole bonds issue and
chooses to convert to shares only part of the owned bonds, investor must
deliver to Invalda AB written application on April 2, 2010. In this case bonds
will be converted to shares on July 1, 2010. 
If the application to convert bonds or part of the bonds to shares isn't
delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or
part of the bonds are not converted to shares; bonds owned by the investor are
redeemed on July 1, 2010. 
Invalda's AB obligations to owners of these convertible bonds may be warranted
pledging assets with a market value 1.4 times exceeding the bonds nominal value
at the moment of pledge. The Board of Invalda AB is authorised to pass a
decision on pledge of assets. 

Main facts about the shares that bonds will be converted to:
- class - ordinary registered shares;
- maximal number of shares bonds can be converted to - 4 545 455 shares;
- nominal value - 1 (one) LTL;
- granted rights - all property and non-proper rights stated in the Bylaws of
Invalda AB. Shares issued converting bonds will be merged with the effectual
share issue and could be traded in Vilnius Stock Exchange from the moment of
issues merge. 

The decision of the General Meeting of shareholders to issue LTL 25 000 000
non-public convertible bonds is also the decision to increase Company's share
capital by 4 545 455 LTL. 
The share capital of Invalda will be increased by the amount equal to the total
nominal value of shares convertible bonds were converted to if the owner
expressed in writing the choice to convert bonds to shares in a period
indicated in this part of the decision of the General Meeting of shareholders. 
When convertible bonds issue term indicated in this part of the decision of the
General Meeting of shareholders expires and the bonds owners express in writing
their choice to convert bonds to shares, the Board of Invalda AB is authorised
to change in Bylaws of Invalda AB the size of the share capital and number of
shares and to provide the amended Bylaws to the Register of legal persons. In
this case payment for the convertible bonds is considered to be payment for the
shares bonds were converted to. 

2. To withdraw all shareholders pre-emptive right to acquire LTL 25 m
convertible bonds issue. 
The right to acquire all convertible bonds of this issue is granted to RB
Finansai UAB, company code 301999571, located at A. Juozapaviciaus str. 9A,
Vilnius. 
The reason for withdrawal of the pre-emptive right is to secure funds
restructuring of liabilities of Invalda AB. 

3. To issue non public convertible bonds of LTL 50 000 000 
Total convertible bonds issue size is 500 000 units, the nominal value of one
convertible bond is LTL 100 
The convertible bonds of this issue grant the rights to:
- receive nominal value of redeemed bonds or part of bonds as well as annual
interest of 9.9% (considering there are 365 days per year). Interest is paid on
the redemption day; 
and/or
- convert all or part of bonds to ordinary registered shares. One bond of
nominal value LTL 100 is to be converted to ordinary registered shares at ratio
5.5 (one bond would be converted into 18.18 shares approximately, final result
will be rounded by arithmetical rules). On a day of registering shares in
personal securities account the interest for convertible bonds is to be paid.
Interest is to be calculated according to the formula: 
P = SUM (i=1,.....,n) [Di * A * (1+0,099/365*S)],
whereas:
P - interest;
Di - ith accrued cash flow for one ordinary registered Invalda AB share for the
period of bonds validity (cash flow - allocated dividends and/or payouts
reducing authorised capital); 
A - number of issued new shares converting bonds at the ratio 100/5.5 
S - number of days  starting from 31st calendar when obligation to pay cash
flows appeared until bonds' expiry date. 

Terms of converting bonds to shares:
The period when bonds can be converted to shares according to the application
of investor expires on July 1, 2010. 
The investor, who acquired the whole bonds issue and chooses to convert to
shares all owned bonds, can exercise this right at any time until April 2,
2010, by delivering written application to Invalda AB. Invalda AB obliges to
convert to shares all bonds owned by the investor no later than 10 business
days from the day when written application was received. 
If the investor owns part of the bonds issue and chooses to convert to shares
all or a part of bonds, or if the investor owns the whole bonds issue and
chooses to convert to shares only part of the owned bonds, investor must
deliver to Invalda AB written application on April 2, 2010. In this case bonds
will be converted to shares on July 1, 2010. 
If the application to convert bonds or part of the bonds to shares isn't
delivered by investor to Invalda AB until April 2, 2010 (inclusive), bonds or
part of the bonds are not converted to shares; bonds owned by the investor are
redeemed on July 1, 2010. 
Invalda's AB obligations to owners of these convertible bonds may be warranted
pledging assets with a market value 1.4 times exceeding the bonds nominal value
at the moment of pledge. The Board of Invalda AB is authorised to pass a
decision on pledge of assets. 

Main facts about the shares that bonds will be converted to:
- class - ordinary registered shares;
- maximal number of shares bonds can be converted to - 9 090 909 shares;
- nominal value - 1 (one) LTL;
- granted rights - all property and non-proper rights stated in the Bylaws of
Invalda AB. Shares issued converting bonds will be merged with the effectual
share issue and could be traded in Vilnius Stock Exchange from the moment of
issues merge. 

The decision of the General Meeting of shareholders to issue LTL 50 000 000
non-public convertible bonds is also the decision to increase Company's share
capital by 9 090 909 LTL. 
The share capital of Invalda will be increased by the amount equal to the total
nominal value of shares convertible bonds were converted to if the owner
expressed in writing the choice to convert bonds to shares in a period
indicated in this part of the decision of the General Meeting of shareholders. 
When convertible bonds issue term indicated in this part of the decision of the
General Meeting of shareholders expires and the bonds owners express in writing
their choice to convert bonds to shares, the Board of Invalda AB is authorised
to change in Bylaws of Invalda AB the size of the share capital and number of
shares and to provide the amended Bylaws to the Register of legal persons. In
this case payment for the convertible bonds is considered to be payment for the
shares bonds were converted to. 

4. To withdraw all shareholders pre-emptive right to acquire LTL 50 m
convertible bonds issue. 
The right to acquire all convertible bonds of this issue is granted to Mr.
Indre Miseikyte. 
The reason for withdrawal of the pre-emptive right is to secure funds
restructuring of liabilities of Invalda AB. 

5. To issue public convertible bonds of LTL 30 000 000 
Total convertible bonds issue size is 300 000 units, the nominal value of one
convertible bond is LTL 100 
The convertible bonds of this issue on July 1, 2010 grant the rights to:
- receive nominal value of redeemed bonds or part of bonds as well as annual
interest of 9.9% (considering there are 365 days per year). Interest is paid on
the redemption day; 
and/or
convert all or part of bonds to ordinary registered shares. One bond of nominal
value LTL 100 is to be converted to ordinary registered shares at ratio 5.5
(one bond would be converted into 18.18 shares approximately, final result will
be rounded by arithmetical rules). On a day of registering shares in personal
securities account the interest for convertible bonds is to be paid. Interest
is to be calculated according to the formula: 
P = SUM (i=1,.....,n) [Di * A * (1+0,099/365*S)],
whereas:
P - interest;
Di - ith accrued cash flow for one ordinary registered Invalda AB share for the
period of bonds validity (cash flow - allocated dividends and/or payouts
reducing authorised capital); 
A - number of issued new shares converting bonds at the ratio 100/5.5 
S - number of days  starting from 31st calendar when obligation to pay cash
flows appeared until bonds' expiry date. 

Owners of the bonds willing to convert all or part of owned bonds to shares of
Invalda AB on April 1-2, 2010 (if indicated days are holydays, the consequent
day) must deliver to Invalda AB written application. If the application isn't
delivered until April 2, 2010, the bonds won't be converted to shares. 
Invalda's AB obligations to owners of these convertible bonds may be warranted
pledging assets with a market value 1.4 times exceeding the bonds' nominal
value at the moment of pledge. The Board of Invalda AB is authorised to pass a
decision on pledge of assets. 

Main facts about the shares that the bonds will be converted to:
- class - ordinary registered shares;
- maximal number of shares bonds can be converted to - 5 454 545 shares;
- nominal value - 1 (one) LTL;
- granted rights - all property and non-proper rights stated in the Bylaws of
Invalda AB. Shares issued converting bonds will be merged with the effectual
share issue and could be traded in Vilnius Stock Exchange from the moment of
issues merge. 

The shareholders of Invalda AB will have the pre-emptive right to acquire
convertible bonds of this issue during 14 days after public announcement of the
Register of legal persons (the first subscription stage). 
Within 1 (one) day of the first subscription stage the remaining bonds can be
subscribed by shareholders who had the right to acquire convertible bond during
the first subscription stage (the second subscription stage). The shareholders
during both subscription stages have the right to subscribe such amount of
convertible bonds that the total amount of acquired bonds would exceed one
convertible bond by 40 ordinary registered shares owned by the shareholder in
the evening of the tenth business day after this General Meeting of
shareholders. 

If during the second subscription stage without prejudice to the above state
order more than calculated in this decision convertible bonds are issued, the
amount of subscribed shares during the second subscription stage is decreased
for all shareholders proportionally. 

The Board of Invalda AB is authorised to determine other conditions of the
public convertible bonds issue and to announce them according to the laws. 

The decision of the General Meeting of shareholders to issue LTL 30 000 000
non-public convertible bonds is also the decision to increase Company's share
capital by 5 454 545 LTL. 
The share capital of Invalda will be increased by the amount equal to the total
nominal value of shares convertible bonds were converted to if the owner
expressed in writing the choice to convert bonds to shares in a period
indicated in this part of the decision of the General Meeting of shareholders. 
When convertible bonds issue term indicated in this part of the decision of the
General Meeting of shareholders expires and the bonds owners express in writing
their choice to convert bonds to shares, the Board of Invalda AB is authorised
to change in Bylaws of Invalda AB the size of the share capital and number of
shares and to provide the amended Bylaws to the Register of legal persons. In
this case payment for the convertible bonds is considered to be payment for the
shares bonds were converted to. 

6. To change the Bylaws of Invalda AB and its new revision and to authorise the
Board of the company to change in Bylaws of Invalda AB the size of the share
capital and number of shares according to Parts 1, 3 and 5 of this decision of
the General Meeting of shareholders and to provide the amended Bylaws to the
Register of legal persons. As three convertible bond issues according to this
decision are issued, the share capital of Invalda AB can be increased and
registered in the Register of legal persons either separately converting bonds
of every issue to shares or simultaneously converting to shares bonds of both
non-public issues and separately of the public issue, or converting to shares
all bonds at the same time. 


Darius Sulnis
President
+370 273 4876
Draft resolutions for the Extraordinary General Meeting of Invalda AB shareholders
