According to Paragraph 1 of Article 65 of the Law on Companies of the Republic of Lithuania, BAIP grupe, AB hereby informs about drawn – up reorganization terms of the public joint – stock company BAIP grupe and the public joint – stock company INVL Technology.

The terms have been prepared by the Board of the company following the resolution of the General Shareholders Meeting of 19 December 2014.

Key data on the Company Participating in the Reorganization, continuing its activity:
– Name of the Company before completion of the reorganization: the public joint-stock company BAIP grupe.
– Name of the Company after the completion of the reorganization: the public joint-stock company INVL Technology.
– Legal form: the public joint-stock company.
– Company code: 300893533
– Registered address before completion of the reorganization: A. Juozapaviciaus str. 6, Vilnius.
– Registered address after the completion of the reorganization: Gyneju str. 16, Vilnius.
– Register which accumulates and stores the data about the legal entity: Vilnius Branch of the Register of Legal Entities.
– Fully paid authorized capital: 6 092 685 LTL.
– Number of shares: 6 092 685 ordinary registered shares.
– Nominal value per one share: 1 LTL.
– Authorized capital after completion of the reorganization: 1 773 267.06 EUR.
– Number of shares: 6 114 714 ordinary registered shares.
– Nominal value per one share: 0.29 EUR.

Key data on the Company under Reorganization, completing its activity after reorganization:
– Name of the Company: the public joint-stock company INVL Technology.
– Legal form: the public joint-stock company.
– Registered address: Kalvariju str. 11A-20, Vilnius
– Company code: 303299817
– Register which accumulates and stores the data about the legal entity: Vilnius Branch of the Register of Legal Entities.
– Fully paid authorized capital: 592 730 LTL
– Number of shares: 592 730 ordinary registered shares
– Nominal value per one share: 1 LTL.

According to Article 2,97 Part 3 of the Civil Code of the Republic of Lithuania, BAIP grupe, AB, participates in the reorganization, while the public joint-stock company INVL Technology is being reorganized by merger, merging the public joint-stock company INVL Technology, which after the reorganization ceases to operate without liquidation process, to the public joint-stock company BAIP grupe, which will take over all the rights and duties including the name of INVL Technology, continues operations under the new name of the public joint-stock company INVL Technology. The reorganization shall be completed from the moment when the amended Articles of Association of BAIP grupe, AB, continuing its operations after the reorganisation under the new name – the public joint-stock company INVL Technology – will be registered by the Register of Legal Entities and the public joint-stock company INVL Technology will be deregistered from the Register of Legal Entities.

The reorganization will be performed provided that under the procedure established by legal acts of the Republic of Lithuania, the General Shareholders Meeting of the public joint-stock company INVL Technology approves the reorganisation as well as the reorganisation terms and other related issues. BAIP grupe, AB will assume all the assets, rights and liabilities including the name from the public joint-stock company INVL Technology. Rights and liabilities of the public joint-stock company INVL Technology according to the transactions will the transferred to of the public joint-stock company BAIP grupe. The transactions shall be included into accounting of the public joint-stock company BAIP grupe at the end of the day of the deregistration of INVL Technology from the Register of Legal Entities.

The reorganization terms as well as the Articles of Association of the public joint-stock company BAIP grupe, the report on assessment of the terms of the reorganization and other documents related to the reorganization terms and legal information are available on the website www.baipgrupe.lt and www.invltechnology.lt as well as at the registered offices of the companies. Additional information is provided –by phone No. +370 682 55 526.

The creditors of the companies according to the Article 66 Part 2 of the Law on Companies of the Republic of Lithuania have a right to submit requirements tothe companies from the first day of publication of the terms in the eletronic journal for public information of the register of entities until the Shareholders General

Meeting will adopt the resolution of the approval of the Reorganization.

Shareholders of INVL Technology will receive 6.7856 shares in BAIP Group (which will change its legal name into INVL Technology after the reorganisation) for the each owned share in present INVL Technology. After the merger shareholders of INVL Technology will own 65.78 percent, while the minor shareholders of BAIP Group will own 34.22 percent in shares of the joint company operating after the merger. The authorised capital of the company operating after the merger will be divided into 6 114 714 shares, whereas capitalisation, according to the current market value, will reach EUR 8.6 million.

Translation note. The enclosed documents are a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the accompanying documents takes precedence over the translation.

Enclosed:

Terms of reorganization of the public joint-stock company INVL Technology and the public joint-stock company BAIP grupe.
Annex 1 – The copy of the public joint-stock company BAIP grupe shareholders decision dated 5 December 2014.
Annex 2 – The copy of the Protocol of the general meeting of shareholders of the public joint – stock company INVL Technology dated 19 December 2014.
Annex 3 – The interim financial statements of the public joint-stock company BAIP grupe as of 30 September 2014.
Annex 4 – The interim financial statements of the public joint-stock company INVL Technology as of 30 September 2014.
Annex 5 – The extract of main data of the public joint-stock company BAIP grupe.
Annex 6 – The draft Articles of Association of the public joint-stock company INVL Technology.
Annex 7 – The Report on assessment of the Terms of Reorganization (lithuanian only).
Annex 8 – The report on intended Reorganization of the Board of public joint-stock company BAIP grupe.
Annex 9 – The report on intended Reorganization of the Board of public joint-stock company INVL Technology.
Annex 10 – Statistics on the trade of the shares of the public joint-stock company INVL Technology on NASDAQ OMX Vilnius stock exchange.

The person authorized to provide additional information:
Darius Sulnis
Director
Phone +370 5279 0601
E-mail:[email protected]

Attachments:
Annex 9-report on the intended reorganization of the Board of INVL Technology.pdf
Annex 5-extract of main data of BAIP grupe.pdf
Annex 2-copy of the protocol of the general shareholders meeting of INVL Technology_19122014.pdf
Annex 1-extract of UAB BAIP grupe shareholders decision_05122014.pdf
Annex 8-report on the intended reorganization of the Board of BAIP grupe.pdf
Annex 10-statistics on the trade of the shares of INVL Technology on NASDAQ Stock Exchange.pdf
Annex 3-interim financial statements of UAB BAIP grupe as of 30092014.pdf
Annex 6-draft Articles of Association of INVL Technology.pdf
Annex 7-report on assessment of the terms of reorganization(lithuanian only).pdf
Annex 4-interim financial statements of INVL Technology as of 30092014.pdf
Terms of reorganization of INVL Technology and BAIP grupe.pdf