Regarding the supplement of the agenda and proposed draft resolutions of the Ordinary General Meeting of Shareholders of INVL Technology

Special closed-ended type private equity investment company INVL Technology, legal entity code 300893533, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter � “the Company” or “ INVL Technology”), informs that on the initiative and decision of management company UAB „INVL Asset Management“ (hereinafter – “the Management Company“) the agenda of the General Ordinary Shareholders Meeting (hereinafter- “the Meeting”) that will be held on 29 April 2022, was supplemented by item No. 12.

The place of the Meeting: the office of Company, the address Gyneju str. 14, Vilnius.

The Meeting will start at 09:00 a.m. (registration starts at 08:30 a.m.).

The Meeting’s accounting day 22 April 2022 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting).

The total number of the Company’s shares is 12 175 321 shares.

A new item is added to the agenda and a draft decision is proposed:

12. Regarding the approval of the terms of share options

12.1. To approve that option agreements with employees of the Companie’s subsidiaries (companies of which more than 2/3 of the shares are owned by the Company by right of ownership) would be concluded in 2022 under which employees of the subsidiaries of the Company by 30 June 2025 and according to the procedure and time-limits prescribed by the option agreements will be granted the right to acquire free of charge up to 15,000 ordinary registered shares of the Company with the value of EUR 0.29 per share.

12.2. Considering the fact that employees of the subsidiaries are granted with the right to acquire shares of the Company free of charge (that is, employees will not pay for the acquired shares of the Company), to approve than when own shares acquired by the Company are handed over to employees of the subsidiaries, the subsidiaries shall, within 10 business days after their employees acquire the right of ownership to the Company’s shares, compensate to the Company for the cost of acquisition of these shares.

For the convenience of shareholders, a revised agenda and proposed draft resolutions are provided below

Agenda of the Meeting:

1. Presentation of the Company‘s annual report for 2021.
2. Presentation of the independent auditor’s report on the financial statements and annual report of the Company.
3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the remuneration report.
4. Presentation of the Company‘s Supervisory Board’s feedback and suggestions on the stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘s annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation.
5. Regarding the assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2021.
6. Approval of the stand-alone financial statements for 2021 of the Company.
7. Deciding on profit distribution of the Company.
8. Presentation of the Company‘s Management Company‘s statement on the share purchase price
9. Regarding the purchase of own shares of the Company.
10. Regarding the adjustment of the terms of payment for audit services.
11. Regarding the Report of the Audit Committee of the Company.
12. Regarding the approval of the terms of share options.

Draft resolutions of the Meeting:

1. Presentation of the Company‘s annual report for 2021.

1.1. Shareholders of the Company are presented with the annual report of the Company for 2021 (attached) (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements and annual report of the Company.

2.1. Shareholders of the Company are presented with the independent auditor’s report on the financial statements and annual report of the Company (attached) (there is no voting on this issue of agenda).

3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the remuneration report.

3.1. Shareholders of the Company are presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).

4. Presentation of the Company‘s Supervisory Board’s feedback and suggestions on the stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘s  annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation.

4.1. Shareholders of the Company are presented with the Company‘s Supervisory Board’s feedback and suggestions on the stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘ annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation (attached) (there is no voting on this issue of agenda).

5. Regarding the assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2021.

5.1. To assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2021 (attached).

6. Approval of the stand-alone financial statements for 2021 of the Company.

6.1. To approve the stand-alone financial statements for 2021 of the Company.

7. Deciding on profit distribution of the Company.

7.1. To distribute profit of the Company as follows:

Article	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period	11 772
Net profit (loss) for the financial year	2 621
Profit (loss) not recognized in the income statement of the reporting financial year	–
Shareholders contributions to cover loss	–
Distributable profit (loss) at the end of the financial year of the reporting period	14 393
Transfers from reserves	–
Distributable profit (loss) in total	14 393
Profit distribution:
– Profit transfers to the legal reserves	–
-Profit transfers to the reserves for own shares acquisition*	–
- Profit transfers to other reserves	–
- Profit to be paid as dividends	–
- Profit to be paid as annual payments (bonus) and for other purposes	–
Retained earnings (loss) at the end of the financial year	14 393

*the reserve is formed to purchase own shares

8. Presentation of the Company‘s Management Company‘s statement on the share purchase price.

8.1. Shareholders of the Company are presented with the Company‘s Management Company‘s statement on the share purchase price (attached) (there is no voting on this issue of agenda).

9. Regarding the purchase of own shares of the Company.

9.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and after evaluation of the economic viability to purchase shares in Company by the rules mentioned below:

1. The goal for the purchase of own shares – discount reduction between the net asset value and the market share price of Company and the possibility to sell its shares to the shareholders;
2. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital Company;
3. The period during which Company may purchase its own shares is 18 months from the day of this resolution;
4. The maximum and minimal shares acquisition price of Company: the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 0.29;
5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale price of own shares shall be equal to the last net asset value and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

10. Regarding the adjustment of the terms of payment for audit services.

10.1. To set an additional salary of up to EUR 4,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company’s audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2021 and 2022 years in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.

11. Regarding the Report of the Audit Committee of the Company.

11.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 27 April 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached)(no decision is taken on this item of the agenda).

12. Regarding the approval of the terms of share options.

12.1. To approve that option agreements with employees of the Companie’s subsidiaries (companies of which more than 2/3 of the shares are owned by the Company by right of ownership) would be concluded in 2022 under which employees of the subsidiaries of the Company, by 30 June 2025 and according to the procedure and time-limits prescribed by the option agreements will be granted the right to acquire free of charge up to 15,000 ordinary registered shares of the Company with the par value of EUR 0.29 per share.

12.2. Considering the fact that employees of the subsidiaries are granted with the right to acquire shares of the Company free of charge (that is, employees will not pay for the acquired shares of the Company), to approve than when own shares acquired by the Company are handed over to employees of the subsidiaries, the subsidiaries shall, within 10 business days after their employees acquire the right of ownership to the Company’s shares, compensate to the Company for the cost of acquisition of these shares.

The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting and other information related to the realization of shareholders’ rights are published on the Company’s website www.invltechnology.lt section For investors, and also by prior agreement available at the premises of the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Phone for information +370 5 279 0601.

The shareholders are entitled:

1. to propose to supplement the agenda of the Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision – explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail info@invltechnology.lt. The agenda is supplemented if the proposal is received no later than 14 days before the Meeting. In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on convening of the Meeting;
2. to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting at any time prior to the date of the Meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail info@invltechnology.lt or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
3. to submit questions to the Company related to the issues of the agenda of the Meeting in advance but no later than 3 business days prior to the Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail info@invltechnology.lt. All answers related to the agenda of the Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the Meeting or simultaneously to all shareholders of the Company prior to the Meeting. The Company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the Company’s confidential information or commercial secrets.

The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity. A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the Meeting. The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in a general ballot paper.

Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder’s behalf at the Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person’s rights are limited by the power of attorney or by the law. The authorized persons must have the document confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the Meeting. The Company does not establish special form of the power of attorney. A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The persons with whom shareholders concluded the agreements on the disposal of voting right, also have the right to attend and vote at the Meeting.

Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the Meeting. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail info@invltechnology.lt not later than on the last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder’s identity can be identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be possible to download software to verify an electronic signature of the shareholder free of charge.

The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.

Shareholders of the Company are urged to use the right to vote on the issues in the agenda of the Meeting by submitting properly completed general voting bulletins to the Company in advance. The form of general voting bulletin is presented at the Company’s webpage www.invltechnology.lt section For Investors. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person no later than 10 days prior to the Meeting free of charge. If general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.

Having into account that the threat of coronavirus (Covid-19) remains in the territory of the Republic of Lithuania, the Company invites its shareholders who decide to participate in the Meeting to choose one of the following alternatives:
__________

Alternative No. 1:

A shareholder or person authorised by them should complete and sign a written voting bulletin and send it to the Company by e-mail ( info@invltechnology.lt) and send the original bulletin by registered or ordinary post to the address Gyn?j? str. 14, LT-01109 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gyn?j? str. 14, LT-01109 Vilnius without submitting a copy to the e-mail address specified or delivered in person to the Company on business days at the Company‘s registered address mentioned above. Along with a bulletin, a document confirming the right to vote must also be sent. Those voting bulletins shall be deemed valid which are properly completed and are received before the start of the general shareholders meeting.

__________

Alternative No. 2:

A shareholder or person authorised by them should complete a written voting bulletin, save it on their computer and sign it with a qualified electronic signature. Send the written voting bulletin which is properly completed and signed with a qualified electronic signature to the Company by e-mail at info@invltechnology.lt.

The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign.

__________

Alternative No. 3:

If shareholders of the Company do not have the possibility to use voting alternatives No. 1 or No. 2, the Company will provide conditions for the shareholders or persons duly authorised by them to come on 12 April 2022 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

We stress that safety recommendations must be followed by shareholder regarding the use of safety measures and maintaining distance.

The person authorized to provide additional information:
Kazimieras Tonk?nas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt 

Attachments

• 2. INVL Asset Management statement
• 3. Audit Committee report
• 4. Feedback and proposals of Supervisory board
• 5. INVL Technology Investment Committee recommendation
• 6. INVL Technology Renumeration Report for 2021
• INVLTechnology_annualreport2021
• 1. General voting bulletin