The resolutions of the General Ordinary Shareholders Meeting (hereinafter – “the Meeting“) of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 28 April 2023:

1. Presentation of the Company‘s annual report for 2022

1.1. Shareholders of the Company were presented with the annual report of the Company for 2022 (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 were 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 were 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. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022

4.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022 (attached).

5. Approval of the stand-alone financial statements for 2022 of the Company

5.1. To approve the stand-alone financial statements for 2022 of the Company.

6. Deciding on profit distribution of the Company

6.1. To distribute the profit of the Company as follows:

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

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

8. Regarding the purchase of own shares of the Company

8.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of its own shares and after evaluation of the economic viability to purchase shares in INVL Technology 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 INVL Technology 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 INVL Technology.
3. The period during which INVL Technology may purchase its own shares is 18 months from the day of this resolution.
4. The maximum and minimal shares acquisition price of INVL Technology:  the maximum one-share acquisition price – is the last announced net asset value per share, and the minimal one-share acquisition price – is EUR 0.29.
5. The conditions of the selling of the purchased shares and minimal sale price – the acquired own shares (any part of them) by the decision of the Management Company: (i) may be sold – 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; (ii) the employers of subsidiaries enabled to purchase Company’s own shares in accordance with the Rules of Granting Shares. Company’s acquired shares (any part of them) may be cancelled by the decision of the General Meeting of Shareholders.
6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise the purchase and sale of own shares, to organise the purchase and selling procedure of own shares, and to determine 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.

9. Regarding the approval of the new wording of the INVL Technology Related Policy on Transactions with Related Parties

9.1. Considering the approved resolution of General Meeting of Shareholders held on 6 February 2023 – to eliminate a collegial supervisory body – Supervisory Board, and amendments to article 37 (2) of the Republic of Lithuania Law on Companies, to approve a new wording of the INVL Technology Policy on Transactions with Related Parties (attached).

10. Regarding the approval of new wording of the Regulations of the Audit Committee

10.1. Considering the changes in the Law on Companies regarding the evaluation of transactions with the Company’s related party, the Regulations of the Audit Committee are updated accordingly. The shareholders of the Company approved the new wording of the Regulations of the Audit Committee (attached).

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 11 April 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders were hereby briefed on the activity report of the Audit Committee of the Company (attached) (no decision is taken on this item of the agenda).

Additional information:

The shareholders of INVL Technology, a company that invests in IT businesses, approved procedures for the company’s acquisition of its own shares. At their annual general meeting on 28 April, the company’s shareholders also approved the company’s financial statements for 2022 and voted on the distribution of profits.

For purchasing its own shares, INVL Technology would use a previously formed reserve. In 2015, INVL Technology formed a EUR 9.8 million reserve for that purpose.

INVL Technology’s equity and net asset value amounted to EUR 38.27 million at the end of 2022 and were up 5.9% from a year earlier. Equity per share increased by the same percentage in 2022 and equalled EUR 3.17 at year-end. The company had a net profit of EUR 2.1 million last year, which is 19.3% less than in 2021. Dividends will not be paid out to shareholders and the profit earned last year will remain undistributed.

In view of the decision of the company’s General Meeting of Shareholders on 6 February this year to eliminate the Supervisory Board and of the provisions of the Law on Companies, a new policy on transactions with related parties was approved. The rules of the Audit Committee were also updated accordingly.

INVL Technology owns the cybersecurity company NRD Cyber Security, the Novian software services and IT infrastructure group, and, in the area of business climate improvement and e-governance, the NRD Companies businesses.

INVL Technology is a closed-end investment company traded on the secondary list of the Nasdaq Vilnius stock exchange (INC1L). It is managed by INVL Asset Management. INVL Technology’s investments will be realised by 14 July 2026, the proceeds will be paid out to shareholders, and the fund will wind down.

The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail [email protected]

Attachemnets:

1. Annual report 2022
2. Investment committee recommendation
3. Remuneration report 2022
4. INVL Asset Management statement
5. New wording of INVL Technology Policy on Transactions with Related Parties
6. New wording of Rgulation of Audit Committee
7. Audit Committee report