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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 30 April 2026:
1. Presentation of the Company‘s annual management report for 2025.
1.1. Shareholders of the Company were presented with the annual management report of the Company for 2025 (attached) (there is no voting on this issue of agenda).
2. Presentation of the independent auditor’s report on the financial statements and annual management report of the Company.
2.1. Shareholders of the Company were presented with the independent auditor’s report on the financial statements and annual management 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 information about remuneration.
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 information about remuneration (attached) (there is no voting on this issue of agenda).
4. Regarding the assent to the information about remuneration of the Company, as a part of the annual management report of the Company for the year 2025.
4.1. To assent to the information about remuneration of the Company, as a part of the annual management report of the Company for the year 2025 (attached).
5. Approval of the stand-alone financial statements for 2025 of the Company.
5.1. To approve the stand-alone financial statements for 2025 of the Company.
6. Deciding on profit distribution of the Company.
6.1. To distribute the profit of the Company as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 29,762 |
| Net profit (loss) for the financial year | 13,346 |
| 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 | 43,108 |
| Transfers from reserves | – |
| Distributable profit (loss) in total | 43,108 |
| 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 | 43,108 |
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:
- The goal for the purchase of own shares – to meet obligations arising from share option programs, or other allocations of shares, to employees of subsidiary companies and/or to reduce the authorized capital of the Company by cancelling the shares purchased by the Company;
- The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital INVL Technology.
- The period during which INVL Technology may purchase its own shares is 18 months from the day of this resolution.
- 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.
- the conditions of the selling of the purchased shares and minimal selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined. Own shares purchased by INVL Technology can be granted (given the right to purchase them) to the employees of the subsidiary companies by the decision of the Management Company, in accordance with the Rules on granting the shares. The shares acquired by the Company may be cancelled by decision of the General Meeting of Shareholders.
- the Management Company is delegated on the basis of this resolution, the Law on Companies of the Republic of Lithuania and other legal acts, to make specific decisions regarding the purchase of the Company’s own shares, to organize procedure of purchase of own shares, determine the method and procedure for purchase of own shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), timing as well as the amount of shares and shares’ price, and to complete all other actions related with purchase procedure of own shares.
8.2. To initiate the reduction of the Company’s authorized capital by cancelling the shares purchased by the Company, only if the amount of own shares purchased will exceed the amount of shares required to grant shares to the employees of the Company’s subsidiaries, by 100,000 units or more of the Company’s shares.
8.3. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 April 2025 regarding acquisition of the Company’s own shares shall expire.
9. Presentation of the Report of the Audit Committee of the Company
9.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 30 April 2025 by decision of the General Meeting of Shareholders), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached) (there is no voting on this issue of agenda).
Additional information:
At a General Meeting, shareholders of INVL Technology, a company that invests in information technology businesses, have approved the continuation of its share buyback programme.
The General Meeting of Shareholders on 30 April approved the terms for the acquisition of own shares, up to a maximum of 10% of the company’s share capital. The buyback is authorised for a period of 18 months from the date of the resolution. The maximum purchase price per share is the last published Net Asset Value (NAV) per share of INVL Technology, and the minimum price is EUR 0.29.
The intention is to cancel the repurchased shares, which will reduce the company’s share capital and thereby increase the value of each remaining share.
In 2025, INVL Technology earned an audited net profit of EUR 13.35 million. The company’s audited Net Asset Value (NAV) per share was EUR 5.4 as at 31 December 2025, while the last share price quoted on the Nasdaq Vilnius stock exchange before the valuation announcement was EUR 4.1. The General Meeting of Shareholders also approved the financial statements for the year 2025.
INVL Technology’s portfolio includes the cybersecurity company NRD Cyber Security, the GovTech company NRD Companies, and the Baltic-based IT company Novian.
INVL Technology, which is managed by INVL Asset Management, the leading alternative asset manager in the Baltics, is a closed-end investment company. The company’s investments must be realised by mid-July 2028 at the latest, with the proceeds distributed to its shareholders.
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