Shareholders Meetings

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting”) of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 21 October 2024:

1. Regarding the election of an auditor to carry out the audit of the annual financial statements and setting conditions of payment for audit services.

Considering that PricewaterhouseCoopers, UAB has audited the Company for 10 years and, in accordance with the requirements of Regulation (EU) No. 537/2014 of the European Parliament and of the Council, can no longer continue to provide audit services, it is decided to:

1.1.   Based on the results of the Company’s surveys of audit firms and the recommendation provided by the audit committee, to appoint BDO Auditas ir Apskaita, UAB, as the Company’s audit firm for the audit of the Company’s annual financial statements for the years 2024, 2025, and 2026, and for the assessment of the Company’s management reports.

1.2.   To authorize the person appointed by the Management Company to sign the audit services contract, according to which the payment for the audit of the financial statements for the three financial years and the evaluation of the management reports will be the price agreed by the parties, but not exceeding 52,500 euros (excluding VAT) for the entire three-year period.

1.3.   To stipulate that the Board of the Management Company reserves the right to increase the remuneration of the audit company by no more than 25 percent of the total remuneration approved by this decision if the scope of audit work changes significantly.

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 2024:

1. Presentation of the Company‘s annual report for 2023.

1.1. Shareholders of the Company were presented with the annual report of the Company for 2023 (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 annual report of the Company for the year 2023.

4.1. To assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2023 (attached).

5. Approval of the stand-alone financial statements for 2023 of the Company.

5.1. To approve the stand-alone financial statements for 2023 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	16,508
Net profit (loss) for the financial year	5,165
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	21,673
Transfers from reserves	–
Distributable profit (loss) in total	21,673
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	21,673

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 – 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;
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 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.
6. 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 canceling 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 28 April 2023 regarding acquisition of the Company’s own shares shall expire.

9. Regarding the determination of the remuneration of the Audit Committee members of the Company.

9.1. To set the hourly remuneration for each member of the Audit Committee of the Company at EUR 200 per hour (before taxes) for the service on the Audit Committee of the Company. The remuneration is paid for actual hours spent while performing the activities of the Audit Committee member.

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

10.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 28 April 2023 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).

11. Regarding the approval of the terms for granting shares to employees of subsidiary companies.

11.1. To approve that agreements with employees of the Company’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 2024 under which employees of the subsidiaries of the Company will be granted the right to acquire free of charge up to 50,000 ordinary registered shares of the Company with the value of EUR 0.29 per share.

11.2. 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 5 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.

Attachments:
2. Investment Committee recommendation.pdf
3. Remuneration report_2023.pdf
4. INVL Asset Management statement.pdf
5. Audit Committee report_Translation_INVL Technology_2023.pdf
invltechnologyutib.xhtml

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting“) of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 6 June 2023:

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

1.1. Shareholders have approved that option agreements with employees of the Company’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 2023 under which employees of the subsidiaries of the Company by 30 June 2026 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 27,500 ordinary registered shares of the Company with the value of EUR 0.29 per share.

1.2. 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), decided 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 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 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:

Article	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period	14,393
Net profit (loss) for the financial year	2,115
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	16,508
Transfers from reserves	–
Distributable profit (loss) in total	16,508
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	16,508

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]

 

Attachments:

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

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting”) of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 6 February 2023:

1. Regarding approval of an amendment to stock option terms and conditions.

1.1. To amend section 1.3 of the resolution of the Extraordinary General Meeting of Shareholders of INVL Technology held on 28 October 2021 entitled “Regarding approval of the terms of share options” and reword it to authorise entering into option agreements with employees of the subsidiaries listed below which:

1.1.1. grant employees of UAB NRD CS (company registration number 303115085) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of UAB NRD CS (including shares for which option agreements were entered into before this decision was adopted);

1.1.2. grant employees of NRD Companies AS (company registration number 921985290) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of NRD Companies AS;

1.1.3. grant employees of UAB Novian (company registration number 121998756) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of UAB Novian.

2. Regarding approval of stock option terms and conditions.

2.1. To approve entering into option agreements with employees of the subsidiaries listed below which:

2.1.1. grant employees of UAB FINtime (company registration number 304192355) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 1 percent of the shares of INVL Technology.

3. Regarding the election of an auditor to audit the annual financial statements and terms of payment for the audit services.

3.1. To enter into an agreement with UAB PricewaterhouseCoopers (company registration number 111473315) on an audit of the annual financial statements of INVL Technology for the year 2023, fixing remuneration for the services at EUR 11,500 in one year’s time (value added tax shall be calculated and paid additionally in the manner established by law). The amount of the remuneration for the audit services shall be recalculated (increased) according to the average annual inflation rate published by Statistics Lithuania in April of the current year, calculated on the basis of the Harmonised Index of Consumer Price (HICP). The Board of the Company’s Management Company retains the right, if the scope of the audit work changes significantly, to increase the remuneration of the audit company by no more than 25 percent of the total amount approved by this decision.

4. Presentation of the recommendations of the Company’s Management Company regarding the amendment of stock option terms and conditions, the approval of stock option terms and conditions, new wording of the Articles of Association and the provision of depository services.

4.1. For the information of Shareholders, the recommendations of the Company’s Management Company regarding the amendment of stock options terms and conditions, the approval of stock option terms and conditions, new wording of the Articles of Association and the provision of depository services are provided (see attachment). (No decision is to be made regarding this agenda item.)

5. Regarding the elimination the Supervisory Board and approval of a new version of the Company’s Articles of Association.

5.1. Considering that a new version of the Republic of Lithuania Law on Companies entered into effect on 30 November 2022 and according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading on a regulated market, to eliminate the Company’s collegial body with a supervisory function – the Supervisory Board, to envisage in the Company’s Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new version of the Articles of Association (a draft of which is attached) to replace the full text of the Articles of Association (without additionally approving the amendments to the individual sections of the Articles of Association).

5.2. To authorise Kazimieras Tonkūnas (with the right to redelegate) to sign the new version of the Articles of Association and to registrate it in the manner established by law and by the general meeting of shareholders.

6. Regarding the provision of depository services.

6.1. To revoke the resolutions of the Company’s Shareholders of 29 April 2021 by which it was decided:

6.1.1. to change the Company’s provider of depository services from AB SEB Bankas (company registration number 112021238) to AB Šiaulių Bankas (company registration number 112025254).

6.1.2. to terminate (or otherwise end) the Company’s depository services agreement with AB SEB Bankas (company registration number 112021238).

6.1.3. to enter into a new depository services agreement between the Company and AB Šiaulių Bankas (company registration number 112025254).

6.2. To establish that Depository Services Agreement No. 2016-05 (with all amendments and additions) between the Company and AB SEB Bankas (company registration number 112021238) remains in effect.

6.3. Given that agreement has been reached on a 0.02 percentage-point smaller depository fee, to approve amendment of the Company’s depository services agreement with AB SEB Bankas (attached). To authorise Kazimieras Tonkūnas to sign the amendment to the depositary services agreement on behalf of the Company.

7. Regarding the repeal of the Supervisory Board remuneration policy.

7.1. In light of the draft resolution of this General Meeting of Shareholders on agenda item 5, to recognise that the remuneration policy for the Supervisory Board of the Company is no longer in force.

7.2. Note that the remuneration policy for employees who make decisions on taking risk, which was adopted by the Board of the Management Company, remains in force at INVL Technology and shall further apply (the remuneration policy is published on Company’s website www.invltechnology.lt).

Additional information:

The shareholders of INVL Technology, a company that invests in IT businesses, approved on Monday amended stock option terms and conditions for employees of businesses it owns.

Employees of INVL Technology subsidiaries NRD CS, NRD Companies, and Novian now have a right to acquire, free of charge or for a symbolic price of 1 euro, a maximum of 10% of their company’s shares. The new conditions are the result of a revision of option terms introduced in 2021 under which shares could be acquired only at no cost and only in 2027.

Employees of the company FINtime are now able to acquire up to 1% of the shares of INVL Technology free of charge or for a symbolic price of 1 euro.

“INVL Technology’s companies have had options programmes as an employee incentive measure since 2020. One of the programmes is linked to employees’ personal annual targets, the other to long-term growth in the value of the companies and the creation of a return for shareholders,” says Kazimieras Tonkūnas, INVL Technology’s Managing Partner.

At the meeting of INVL Technology shareholders on 6 February 2023, PricewaterhouseCoopers was selected to audit the company’s 2023 financial statements. Shareholders also approved a proposal to make use of new amendments to the Law on Companies and eliminate the Supervisory Board at the company as well as the remuneration policy for the members of that board, envisaging, however, in a new version of the Articles of Association of INVL Technology, the possibility of forming an Advisory Committee for the company.

Additionally, shareholders approved a proposal to repeal a resolution of the 29 April 2021 meeting of INVL Technology shareholders to change the company’s provider of depository services, and to leave in force the depository services agreement that INVL Technology signed with SEB Bankas in May 2016 due to economically more advantageous terms that it contains.

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 listed on the secondary list of the Nasdaq Vilnius stock exchange (INC1L). It is owned by INVL Asset Management. INVL Technology’s investments will be realised by 14 July 2026, the funds 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]

Attachments:

1. Recommendation of the Management company of the Company

2. Project of new wording of Articles of Association of INVL Technology

3. Amendment of the Depositary services agreement

The resolutions of the Ordinary General Shareholders Meeting of the INVL Technology held on 29 April 2022:

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:

i. 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;
ii. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital Company;
iii. The period during which Company may purchase its own shares is 18 months from the day of this resolution;
iv. 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;
v. 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;
vi. 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

Not to approve 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 person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail [email protected]

 

1. INVL Asset Management statement

2. Feedback and proposals of Supervisory board

3. Audit Committee report

4. INVL Technology Investment Committee recommendation

5. INVL Technology Renumeration Report for 2021

The resolutions of the General Extraordinary Shareholders Meeting of INVL Technology that was held on 28 October 2021:

1. Regarding approval of the terms of share options

1.1. In 2021, employees of subsidiaries of SUTPKIB INVL Technology (Company Reg. No. 300893533, hereinafter the Company) (companies of which more than 2/3 of the shares are owned by the Company by right of ownership) to conclude option agreements, under which employees of the subsidiaries of the Company, by 31 January 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 40,000 ordinary registered shares of the Company with the par value of EUR 0.29 per share.

1.2. 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), 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.

1.3. To approve the conclusion of option agreements with employees of the subsidiaries listed below, which agreements shall provide for the following:

1.3.1. To grant employees of UAB NRD CS (Company Reg. No. 303115085) the right to acquire free of charge in 2027 up to 10% of the shares of UAB NRD CS (including shares for which option agreements are concluded before this decision is made);

1.3.2. To grant employees of NRD CompaniesAS (Company Reg. No. 921985290) and its subsidiaries the right to acquire free of charge in 2027 up to 10% of the shares of NRD CompaniesAS.

1.3.3. To grant employees of UAB Novian (Company Reg. No. 121998756) and its subsidiaries the right to acquire free of charge in 2027 up to 10% of the shares of UAB Novian.

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

The resolutions of the General Ordinary Shareholders Meeting of INVL Technology that was held on 29 April 2021:

1. Presentation of INVL Technology annual report for 2020

1.1. Shareholders of INVL Technology are presented with the annual report of the Company for 2020 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the INVL Technology

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

3. Regarding the assent to the remuneration report of INVL Technology, as a part of the consolidated annual report of INVL Technology for the year 2020

3.1. To assent to the remuneration report of INVL Technology, as a part of the annual report of INVL Technology for the year 2020 (attached).

4. Approval of financial statements for 2020 of INVL Technology

4.1. To approve financial statements for 2020 of INVL Technology.

5. Deciding on profit distribution of INVL Technology

5.1. To distribute profit of the special closed-ended type private equity investment company INVL Technology as follows:

Article	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period (2019);	7,005
Net profit (loss) for the financial year;	4,767
Profit (loss) not recognized in the income statement of the reporting financial year;	–
Transfers from reserves;	–
Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)	–
Distributable profit (loss) in total;	11,772
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.	11,772

6. Presentation of the “INVL Technology” company’s competence to adopt “INVL Technology remuneration policy

6.1. Shareholders are acquainted that in accordance with Article 15 of the Law on Alternative Managers of Collective Investment Undertakings of the Republic of Lithuania, INVL Technology is subject to the Remuneration Policy for Employees Making Decisions on Risk Taking prepared by the Management Company and its approval is within the competence of the Management Company of INVL Technology.

6.2. Taking into account the Company’s consultations with the Supervisory Authority, INVL Technology infoms that in the future the Management Company will approve changes of the Remuneration Policy for Employees Making Decisions on Risk Taking without a separate approval (decision) of the General Meeting of Shareholders of INVL Technology and will publish the current version of the Management Company’s Remuneration Policy for Employees Making Decisions on Risk Taking on the Company’s website.

6.3. On 21 December 2020, the Management Company has approved a new wording of the Remuneration Policy for Employees Making Decisions on Risk Taking, which applies to the Company.

6.4. No decision is taken on this item on the agenda.

7. Regarding purchase of own shares of the special closed-ended type private equity investment company INVL Technology

7.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and 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 – 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 by the decision of the Board of the Management Company granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, 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.

8. Regarding the formation of the Supervisory Board of INVL Technology and the election of members of the Supervisory Board

8.1. Pursuant to Article 19(2) of the Law on Companies of the Republic of Lithuania, to form a collegial supervisory body of INVL Technology – the Supervisory Board, and to elect the following persons as its members for a term of 4 (four) years:

1) Audrius Matikiūnas (personal code and place of residence undisclosed);

2) Indrė Mišeikytė (personal code and place of residence undisclosed);

3) Gintaras Rutkauskas (independent member) (personal code and place of residence withheld).

8.2. The members of the Supervisory Board will be able to take up their duties only after (i) their nominations are approved by the Bank of Lithuania, (ii) the amended Articles of Association of the Company are entered in the Register of Legal Entities of State Enterprise Centre of Registers and (iii) the amendments thereto are approved by the Bank of Lithuania.

8.3. To authorise the Management Company of INVL Technology to sign, deliver and collect any and all documents and perform all necessary actions in connection with the present Decision.

9. Regarding the approval of INVL Technology Supervisory Board remuneration policy

9.1. In accordance with Article 37(3) of the Law on Companies of the Republic of Lithuania, to approve of INVL Technology Supervisory Board remuneration policy

9.2. It should be noted that the Remuneration Policy for Employees Making Decisions on Risk Taking approved by the Board of the Management Company shall remain in force and shall be applied by INVL technology.

10. Regarding the determination of the remuneration of the independent member of the Supervisory Board of INVL Technology

10.1. To set the hourly remuneration of the elected independent member of the Supervisory Board of INVL Technology at EUR 145 per hour (before taxes) for his/her service on the Supervisory Board of INVL Technology.

11. Regarding the amendment of the Articles of Association of INVL Technology, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association

11.1. In light of the decisions of this General Meeting of Shareholders on item 8 of the agenda, to approve a new version of the Company’s Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association).

11.2. To authorise Kazimieras Tonkūnas (with the right to sub-delegate) to sign the new wording of the Company’s Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.

12. Regarding the approval of the new wording of the Policy for INVL Technology Transactions with Related Parties

12.1. In view of the decision of this General Meeting of Shareholders on item 9 of the agenda and in accordance with Article 32(1)(3) of the Law on Companies of the Republic of Lithuania, to approve of a new wording of the Policy for Transactions with Related Parties.

13. Regarding the election of members of the Audit Committee of INVL Technology

13.1. In view of the fact that the term of office of the members of the Audit Committee of INVL Technology expires in 2021, Dangute Pranckėnienė (independent member) and Tomas Bubinas (independent member) shall be elected to the Audit Committee of INVL Technology for a new 4 (four)-year term.

14. Regarding the Report of the Audit Committee of INVL Technology

14.1. In accordance with the rules of procedure of the Audit Committee of INVL Technology (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 INVL technology (attached)(no decision is taken on this item of the agenda).

15. Deciding on termination of the depository service agreement between INVL Technology and AB SEB bankas and conclusion of a new depository service agreement with AB Šiaulių bankas.

15.1. To change the Company’s depository service provider from AB SEB bankas (code – 112021238) to AB Šiaulių bankas (code – 112025254).

15.2. To terminate (or otherwise terminate) the Company’s depository service agreement with AB SEB bankas (code – 112021238).

15.3. To conclude a new depository services agreement of the Company with AB Šiaulių bankas (code – 112025254) (draft agreement is attached).

15.4. To apply to the Bank of Lithuania for the permission to change the depository service provider of the Company, stating that the decision to change the depository service provider of the Company is effective only with the consent of the Bank of Lithuania.

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

Attachments:

1. INVL Technology_Annual audited information
2. Remuneration Policy for Employees Making Decisions on Risk Taking
3. INVL Technology members of Supervisory board
4. Remuneration Policy of the Supervisory Board_INVL_Technology
5. New wording of Articles of Association of INVL Technology
6. INVL Technology Related Party Transaction Policy Statement
7. Members of the audit committee_Technology
8. INVL Technology_Audit Committee report_2020
9. INVL Asset Management_statement_to the shareholders meeting of INVL Technology
10. INVL Technology_ Investment Committee recommendation
11. INVL Technology _Depository services agreement

The resolutions of the General Extraordinary Shareholders Meeting of INVL Technology that was held on 29 October 2020:

1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

1.1.To conclude an agreement with UAB PricewaterhouseCoopers, UAB (company code 111473315)  to carry out of the audit of the annual financial statements of the INVL technology for 2020, 2021 and 2022 years and establish the payment in amount of EUR 9,400 per year (VAT will be calculated and payed additionally in accordance with order established in legal acts). The amount of remuneration for audit services will be recalculated (increased) every year according to the average annual inflation of April month of the current year published by the Department of Statistics under the Government of the Republic of Lithuania, calculated according to the harmonized index of consumer prices (HICP). The Management company of the Company reserves the right to increase the remuneration of the audit company by no more than 20 per cent annually from the remuneration paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.

2. Decision regarding the Rules on granting the shares of managed companies by the special closed-ended type private capital investment company INVL Technology.

2.1. Approve the Rules on granting the shares of managed companies by the special closed-ended type private capital investment company INVL Technology as per the attached draft document.

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

Attachments 

Rules on granting the shares_of managed companies_ by INVL Technology

The resolutions of the General Ordinary Shareholders Meeting of INVL Technology that was held on 30 April 2020:

1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2019

Shareholders of INVL Technology are presented with the annual report of the Company for 2019 (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 special closed-ended type private capital investment company INVL Technology

Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor’s report on the financial statements and annual report of the Company (there is no voting on this issue of agenda).

3. Approval of financial statements for 2019 of the special closed-ended type private capital investment company INVL Technology

To approve the financial statements for 2019 of the special closed-ended type private capital investment company INVL Technology.

4. Resolution regarding profit distribution of the special closed-ended type private capital investment company INVL Technology

To distribute profit of the special closed-ended type private capital investment company INVL Technology as follows:

Article	(thousand EUR)
1. Retained earnings (loss) at the beginning of the financial year of the reporting period;	6,072
2. Net profit (loss) for the financial year;	933
3. Profit (loss) not recognized in the income statement of the reporting financial year;	–
4. Transfers from reserves;	–
5. Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)	7,005
6. Distributable profit (loss) in total;	–
7. Profit distribution:	–
7.1. Profit transfers to the legal reserves;	–
7.2. Profit transfers to the reserves for own shares acquisition	–
7.3. Profit transfers to other reserves;	–
7.4. Profit to be paid as dividends;	–
7.5. Profit to be paid as annual payments (bonus) and for other purposes;	–
8. Retained earnings (loss) at the end of the financial year.	7,005

5. Deciding on Renumeration policy of INVL Asset Management, UAB valid for special closed-ended type private capital investment company INVL Technology

Pursuant to Article 37(3) of the Law on Companies of the Republic of Lithuania, approve the Remuneration Policy of special closed-ended type private capital investment company INVL Technology by approving the Remuneration Policy for risk – taking employees of the Management Company which is applicable to the Company.

Regarding the Audit Committee report of the Company:
According to the Regulations of the Audit Committee of INVL Technology (approved during the General Shareholders Meeting of the Company that was held on 27 April 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

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

Attachments
INVL Technology_Annual audited information_2019
INVL Technology_Audit Committee report
INVL Technology_Renumeration Policy lithuanian only

The resolutions of the General Extraordinary Shareholders Meeting of INVL Technology that was held on 18 October 2019:

1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

1.1. To conclude an agreement with PricewaterhouseCoopers, UAB (company code 111473315) to carry out of the audit of the annual financial statements of the INVL Technology for 2019 financial year and set the payment amount of EUR 9,100 for the audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts).

1.2.To authorise the Management company  of the INVL Technology to negotiate other terms and conditions of the audit services contract (including remuneration for additional services).

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

The resolutions of the Ordinary General Shareholders Meeting of INVL Technology that was held on 26 April 2019:

1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2018

Shareholders of INVL Technology are presented with the annual report of the Company for 2018 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the special closed-ended type private capital investment company INVL Technology

Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (there is no voting on this issue of agenda).

3. Approval of financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology

To approve the financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology.

4. Resolution regarding profit distribution of the special closed-ended type private capital investment company INVL Technology

To distribute profit of the special closed-ended type private capital investment company INVL Technology as follows:

Article		(thousand EUR)
1.	Retained earnings (loss) at the beginning of the financial year of the reporting period;	1,859
2.	Net profit (loss) for the financial year;	4,213
3.	Profit (loss) not recognized in the income statement of the reporting financial year;	–
4.	Transfers from reserves;	–
5.	Shareholders contribution to cover loss	–
6.	Distributable profit (loss) in total at the end of the reporting period;	6,072
7.	Profit distribution:	–
7.1	Profit transfers to the legal reserves;	–
7.2	Profit transfers to the reserves for own shares acquisition	–
7.3.	Profit transfers to other reserves;	–
7.4.	Profit to be paid as dividends;	–
7.5.	Profit to be paid as annual payments (bonus) and for other purposes;	–
8.	Retained earnings (loss) at the end of the financial year, transfered to the next financial year	6,072

5. Resolution regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-ended type private capital investment company INVL Technology

5.1. In accordance with the Law on Companies of the Republic of Lithuania, the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the new wording of Articles of Association of the special closed-ended type private capital investment company INVL Technology (attached), replacing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).

5.2. Taking into account that provisions of a part 5 of the Article 76 of the Law of the Republic of Lithuania on Collective Investment Undertakings permits to register the amendments to the Articles of Association of the closed-end investment companies at the Register of Legal Entities only after they are approved by the supervisory authority, to instruct the management company to apply to the Bank of Lithuania in accordance with the procedure established by legal acts for approval of the amendments to the Articles of Association of the Company. In case the Bank of Lithuania does not approve a part of the amendments made in the  Articles of Association of the Company, to instruct the Management Company to amend the wording of the Articles of Association approved by the decision of this General Shareholders Meeting, leaving both the provisions of the old version of the Articles of Association in force, the approval of which wasn’t received by the Bank of Lithuania, and provisions of the new wording that has been approved by the Bank of Lithuania.

5.3.To authorise Kazimieras Tonkūnas to sign the new wording of the Articles of Association or the Management Company‘s amended version of the Articles of Association of the special closed-ended type private capital investment company INVL Technology.

6. Resolution regarding purchase of own shares of the special closed-ended type private capital investment company INVL Technology

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,800 thousand is not used.

To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and to purchase shares in the special closed-ended type private capital investment company 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 the special closed-ended type private capital investment company 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 of of the special closed-ended type private capital investment company INVL Technology or 1,217,532 units of shares in the Company;
3. The period during which the special closed-ended type real estate investment company 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 the special closed-ended type private capital investment company INVL Technology:  the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 0.50;
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 price at which they were acquired 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.

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

Attachments:

INVL Technology annual audited information for 2018 
Confirmation of responsible persons
INVL Technology Articles of Association_draft 
Audit Committee Report

The resolutions of the General Shareholders Meeting of INVL Technology that was held on 9 November 2018:

1.Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the UTIB INVL Technology for 2018 financial year and establish the payment in amount of EUR 4,700 for the audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts).

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

The resolutions of the General Shareholders Meeting of INVL Technology that was held on 30 April 2018:

1. Presentation of the special closed-ended type private capital investment company INVL Technology Annual Report for 2017.
Shareholders of INVL Technology are presented with the annual report of the Company for 2017 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements of the special closed-ended type private capital investment company INVL Technology.
Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor’s report on the financial statements of the Company (there is no voting on this issue of agenda).

3. Approval of financial statements for 2017 of the special closed-ended type private capital investment company INVL Technology.
To approve the financial statements for 2017 of the special closed-ended type private capital investment company INVL Technology.

4. Regarding profit distribution of the special closed-ended type private capital investment company INVL Technology.
To distribute profit of the special closed-ended type private capital investment company INVL Technology as follows:

1. Retained earnings (loss) at the beginning of the financial year of the reporting period;	(2,225,455)
2. Net profit (loss) for the financial year;	4,084,098
3. Profit (loss) not recognized in the income statement of the reporting financial year;	–
4. Transfers from reserves;	–
5. Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)	–
6. Distributable profit (loss) in total;	1,858,643
7. Profit distribution:	–
7.1. Profit transfers to the legal reserves;	–
7.2. Profit transfers to the reserves for own shares acquisition	–
7.3. Profit transfers to other reserves;	–
7.4. Profit to be paid as dividends;	–
7.5. Profit to be paid as annual payments (bonus) and for other purposes;	–
8. Retained earnings (loss) at the end of the financial year.	1,858,643

5. Approval of the Related Parties Transaction Policy.
Taking into consideration provisions of the Article 37² on the Law of Companies of the Republic of Lithuania, to approve the Related Parties Transaction Policy of the special closed-ended type private capital investment company INVL Technology.
To determine that the Related Parties Transaction Policy would come into force after its approval at the General Shareholders Meeting.

6. Approval of the new wording of the Depository Services Agreement of the special closed-ended type private capital investment company INVL Technology with SEB bank.
6.1. Taking into account that the investment company‘s management activities are subject to provisions of the Law of the Republic of Lithuania on Collective Investment Undertakings for professional investors and the necessity to harmonise the text of the Depository Services Agreement with the requirements of the specified legal regulation, to approve the new wording of the Depository Services Agreement of the special closed-ended type private capital investment company INVL Technology, replacing the entire text of the Depository Services Agreement.
6.2. To authorise Vytautas Plunksnis, the head of the Private Equity of the management company INVL Asset management, to sign the new wording of the Depository Services Agreement in the name of the special closed-ended type private capital investment company INVL Technology.

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

Attached:

Audited annual information of INVL Technology for 2017 and management confirmation
Related Parties Transaction Policy of INVL Technology
Amendment of Depository Services Agreement
Audit Committee Report

The resolutions of the General Shareholders Meeting of INVL Technology what was held on 27 April 2017:

1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report.

Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the annual report of INVL Technology (enclosed) (There is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements of the special closed-ended type private capital investment company INVL Technology.

Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor’s report on the financial statements of INVL Technology (There is no voting on this issue of agenda).

3. On the approval of the financial statements for 2016 of the special closed-ended type private capital investment company INVL Technology.

To approve the financial statements for 2016 of the special closed-ended type private capital investment company INVL Technology.

4. Regarding the distribution of the special closed-ended type private capital investment company INVL Technology profit (loss).

To distribute the profit (loss) of the special closed-ended type private capital investment company INVL Technology as follows:

Article	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period	2,290
Net profit (loss) for the financial year	(4,515)
Profit (loss) not recognized in the income statement of the reporting financial year	–
Transfers from reserves	2,225
Shareholders contributions to cover loss	–
Distributable profit (loss) in total	–
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	–

5. Approval of the regulations of the Audit Committee.

To approve the regulations of the Audit Committee of INVL Technology (enclosed).

6. Regarding election of the Audit Committee members.

To cancel Danutė Kadanaitė and Thomas Bubinas from INVL Technology audit committee members. To elect Dangutė Pranckėnienė (independent member) and Tomas Bubinas (independent member) to the Audit Committee of INVL Technology for the 4 (four) years term of office.

7. Regarding approval of the remuneration for the Audit Committee members.

For a work in the Audit Committee of INVL Technology, to set a rate not higher than EUR 145 per hour. To delegate to the Management company of INVL Technology to determine the remuneration payment procedure for the Audit Committee members.

8. Changing registered address of the special closed-ended type private capital investment company INVL Technology.

To change the Company registered address to Gynėjų str. 14, Vilnius.

 9. Approval of the Amendment of the Services Agreement of special closed-ended type private capital investment company INVL Technology with AB SEB bank.

According to the agreement on a 0.04 percentage point lower depository fee, approve the Amendment of the Services Agreement of special closed-ended type private capital investment company INVL Technology with AB SEB bank (enclosed as an annex to this notification “Amendment of the Agreement No. 1”).

Attachments:

Audit_committee_members

Audit_Committee_report_2016

Audited_information_2016_Technology

Audito_komiteto_nuostatai_LT_EN

Technology_Amendment_No 1

 

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

The resolutions of the General Shareholders Meeting of INVL Technology AB that was held on 27 June 2016:

1.     Amendment of the Articles of Association of special closed-end type private capital investment company INVL Technology and approval of a new wording of the Articles of Association.

To amend the Articles of Association of special closed-end type private capital investment company INVL Technology approved by a resolution of the general meeting of shareholders of AB INVL Technology held on 29 April 2016 and to approve a new wording of the Articles of Association of special closed-end type private capital investment company INVL Technology, by replacing the text of the Articles of Association in full (enclosed).

To authorise Kazimieras Tonkūnas (with the right to re-delegate the authority) to sign the Articles of Association of special closed-end type private capital investment company INVL Technology.

2.     Amendment of the Management Agreement of special closed-end type private capital investment company INVL Technology with the management company UAB INVL Asset Management and approval of a new wording of the Management Agreement.

To amend the Management Agreement approved by a resolution of the general meeting of shareholders of AB INVL Technology held on 29 April 2016 with the management company UAB INVL Asset Management (legal entity code 126263073, address of the registered office: Gynėjų str. 14, Vilnius, Republic of Lithuania) and to approve a new wording of the Management Agreement of special closed-end type private capital investment company INVL Technology with the management company UAB INVL Asset Management, by replacing the text of the Management Agreement in full (enclosed).

3.     Approval of the rules for formation and activities of the audit committee of a special closed-end type private capital investment company INVL Technology, election of members of the audit committee and setting remuneration for the independent member of the audit committee.

To approve the rules for formation and activities of the audit committee of a special closed-end type private capital investment company INVL Technology (enclosed).

To elect Danutė Kadanaitė and Tomas Bubinas (independent member of the audit committee) as members of the audit committee of special closed-end type private capital investment company INVL Technology.

To set remuneration for the independent member of the audit committee for his work in the audit committee at the hourly rate not higher than EUR 145. To instruct the management company UAB INVL Asset Management (legal entity code 126263073, address of the registered office: Gynėjų str. 14, Vilnius, Republic of Lithuania) to determine the procedure of payment of the remuneration to the independent member of the audit committee after the issuance of the license for the closed-end type investment company.

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

The resolutions of the General Shareholders Meeting of INVL Technology AB that was held on 29 April 2016:

1.     Presentation of the public joint-stock company INVL Technology annual report.

Shareholders of the public joint-stock company INVL Technology are presented with the annual report of INVL Technology (There is no voting on this issue of agenda).

2.     Presentation of the independent auditor’s report on the financial statements of the public joint-stock company INVL Technology.

Shareholders of the public joint-stock company INVL Technology are presented with the independent auditor’s report on the financial statements of INVL Technology (There is no voting on this issue of agenda).

3.     On the approval of the company’s financial statements for 2015 of the public joint-stock company INVL Technology.

To approve the Company‘s financial statements for 2015 of the public joint-stock company INVL Technology (enclosed).

4.     Regarding the distribution of the public joint-stock company INVL Technology profit for 2015.

To distribute the profit of the public joint-stock company INVL Technology as follows:

Line item	(EUR thousand)
Retained earnings (loss) at the beginning of the reporting period	6,846
Impact of merger and transfers to reserves	(6,893)
Retained earnings (loss) after impact of merger and transfers to reserves	(47)
Net profit (loss) for the reporting period	2,514
Profit (loss) not recognized in the income statement of the reporting period	–
Shareholders contributions to cover loss	–
Distributable profit (loss) at the end of the reporting period	2,467
Transfers from reserves	–
Distributable profit (loss) in total	2,467
Profit distribution:	–
– transfers to the legal reserves	(177)
– to the reserves for acquisition of treasury shares (own shares)	–
– to other reserves	–
– dividends	–
– annual payments for the Board, bonus and for other purposes	–
Retained earnings (loss) at the end of the reporting period	2,290

5.     Approval of a new wording of the Articles of Association of special closed-ended type private capital investment company INVL Technology.

To change the Articles of Association of special closed-ended type private capital investment company INVL Technology that was approved by the decision of the extraordinary general shareholders of the public joint-stock company INVL Technology meeting held on 7 March 2016 and to approve a new wording of the Articles of Association of special closed-ended type private capital investment company INVL Technology prepared by the Management Board of the public joint-stock company INVL Technology, by replacing the text of the Articles of Association in full (enclosed).

To authorise (with the power to delegate) Kazimieras Tonkūnas, Director of the public joint-stock company INVL Technology to sign the Articles of Association of special closed-ended type private capital investment company INVL Technology.

6.     Approval of a new wording of the Management Agreement of special closed-ended type private capital investment company INVL Technology with the management company UAB INVL Asset Management (legal entity code: 126263073, address of the registered office: Gynėjų g. 14, Vilnius, Republic of Lithuania).

To change the Management Agreement of special closed-ended type private capital investment company INVL Technology with the management company UAB INVL Asset Management (legal entity code: 126263073, address of the registered office: Gynėjų g. 14, Vilnius, Republic of Lithuania) that was approved by the decision of the extraordinary general shareholders of the public joint-stock company INVL Technology meeting held on 7 March 2016 and to approve a new wording of the Management Agreement of special closed-ended type private capital investment company INVL Technology with the management company UAB INVL Asset Management, prepared by the Management Board of the public joint-stock company INVL Technology, by replacing the text of the Management Agreement in full (enclosed).

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

The resolutions of the extraordinary General Shareholders Meeting of INVL Technology AB that was held on 7 March 2016:

1.     Amendment of the Articles of Association of AB INVL Technology and approval of a new wording of the Articles of Association of special closed-ended type private capital investment company INVL Technology.

In view of the resolutions taken at the general meeting of shareholders of AB INVL Technology, held on 10 April 2015, regarding the transformation of the activity of AB INVL Technology so that it operates as a closed-ended type investment company in accordance with the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve a new wording of the Articles of Association of special closed-ended type private capital investment company INVL Technology prepared by the Management Board of AB INVL Technology, by replacing the text of the Articles of Association in full (enclosed).

To authorise Kazimieras Tonkūnas, Director of AB INVL Technology to sign the Articles of Association of special closed-ended type private capital investment company INVL Technology.

2.     Approval of the Management Agreement of special closed-ended type private capital investment company INVL Technology with the management company UAB INVL Asset Management (legal entity code: 126263073, address of the registered office: Gynėjų g. 14, Vilnius, Republic of Lithuania).

In view of the resolutions taken at the general meeting of shareholders of AB INVL Technology, held on 10 April 2015, regarding the transformation of the activity of AB INVL Technology so that it operates as a closed-ended type investment company in accordance with the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the Management Agreement of special closed-ended type private capital investment company INVL Technology with the management company UAB INVL Asset Management (legal entity code: 126263073, address of the registered office: Gynėjų g. 14, Vilnius, Republic of Lithuania) (enclosed), prepared by the Management Board of AB INVL Technology.

3.     Approval of the Depository Services Agreement of special closed-ended type private capital investment company INVL Technology with AB SEB Bankas (legal entity code: 112021238, address of the registered office: Gedimino pr. 12, Vilnius, Republic of Lithuania).

In view of the resolutions taken at the general meeting of shareholders of AB INVL Technology, held on 10 April 2015, regarding the transformation of the activity of AB INVL Technology so that it operates as a closed-ended type investment company in accordance with the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the Depository Services Agreement of special closed-ended type private capital investment company INVL Technology with AB SEB Bankas (legal entity code: 112021238, address of the registered office: Gedimino pr. 12, Vilnius, Republic of Lithuania) (enclosed), prepared by the Management Board of AB INVL Technology.

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

The resolutions of the General Shareholders Meeting of INVL Technology AB that was held on 30 November 2015:

1.     Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the public joint stock company INVL Technology for 2015, 2016 and 2017 financial years and establish the payment in amount of EUR 4,500 for audit of annual financial statements of audit of each calendar year (VAT will be calculated and payed additionally in accordance with order established in legal acts).

To authorize the Company’s Manager to set other terms of audit services agreement (including payment for additional services).

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

The resolutions of INVL Technology the General Shareholders Meeting that was held on 30 April 2015:

1.  Presentation of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) annual report for 2014.

Shareholders of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) are presented with the annual report of INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014 (There is no voting on this issue of agenda)

2. Presentation of the independent auditor‘s report on the financial statements of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014.

Shareholders of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) are presented with the independent auditor’s report on the financial statements of INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014 (There is no voting on this issue of agenda).

3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market).

To approve the consolidated and companies financial statements for 2014 of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market).

4. Regarding the distribution of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) profit for 2014.

To distribute the profit of the public joint-stock company INVL Technology  (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014 as follows: (attached).

5. Presentation of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, consolidated annual report for 2014.

Shareholders of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, are presented with the  consolidated annual report for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology. (There is no voting on this issue of agenda).

6. Presentation of the independent auditor˜s report on the financial statements of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology for 2014.

Shareholders of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, are presented with the  independent auditor’s report on the financial statements  for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology. (There is no voting on this issue of agenda)

7. On the approval of the consolidated and stand-alone financial statements for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology.

To approve the consolidated and stand-alone financial statements for 2014`of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology.

8. Regarding the distribution of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, profit for 2014.

To distribute the profit of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology for 2014 as follows: (attached).

9. Regarding purchase of own shares of the public joint stock company INVL Technology (code 300893533).

To use the reserve for the purchase of own shares formed in the resolution in this shareholders meeting  and to purchase shares in INVL Technology (code 300893533):

1. The goal for the purchase of own shares –  to ensure for shareholders a possibility to sell company’s shares.

2. The maximum number of shares to be acquired – the nominal value of own shares may not exceed 1/10 of share of INVL Technology (code 300893533).

3. The period during which the company may purchase its own shares 18 months from the day of this resolution.

4. The maximum and minimal one share acquisition price:  the maximum one share acquisition price should not increase the book value per share (equity capital divided from the amount of shares) calculated on be basis of the last publicly announced data of the financial statements of INVL Technology (code 300893533), the minimal one share acquisition price – EUR 0.637

5. The conditions of the selling of the purchased shares and mininal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

The Board of INVL Technology (code 300893533), is delegated on the basis of this resolution and the Law on companies of the Republic of Lithuania to organize purchase and sale of own shares, to organize purchase and selling procedure 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.

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

The resolutions of INVL Technology the General Shareholders Meeting that was held on 10 April 2015:

1. An increase of the authorized capital of the public joint-stock company INVL Technology. The class of the issued shares, the amount, the par value, the minimal issue price and the payment for the issued shares.

To increase the authorized capital of the public joint-stock company INVL Technology with additional contributions from EUR 1 773 267,06 to EUR 5 800 000 (the authorized capital will be increased by no more than EUR 4 026 732,94). The authorized capital of the public joint-stock company INVL Technology will be increased by additionally issuing no more than 13 885 286 ordinary registered shares of EUR 0.29 par value each.

The minimal issue price of each newly issued share is EUR 1.56, payment for the shares – by cash contributions. The total minimal issue price of the newly issued Company’s shares is no more than EUR 21 661 046,16, which depends on the final amount of newly issued shares.

The minimal issue price of each newly issued share is EUR 1.56, which is set according to:

1)  At the end of 2014, according to the unaudited data, companies managed by the public joint-stock company INVL Technology were valued at EUR 9.75 million and book value of the public joint-stock company INVL Technology per single ordinary registered share amounted to EUR 1.60;

2)  Starting from the moment when the shares of the reorganised public joint-stock  company INVL Technology were included into NASDAQ Vilnius trading lists (on 3 June, 2014) until 18 March, 2015, the weighted recalculated average price of the share of the public joint-stock company INVL Technology, continuing operations after the Reorganisation, amounted to EUR 1.47.

If not all the newly issued shares are subscribed within the period intended for subscription, the authorised capital of the Company could be increased by the total par value of the subscribed shares. In case when not all newly issued shares are subscribed, the Board of the public joint-stock company INVL Technology will decide whether the increased authorized capital is deemed to have occurred. If it happens, the authorized capital of the Company has to be increased by total par value of the subscribed shares. The Board of the Company should change the authorised capital and the number of shares in the Articles of Association of the Company accordingly and submit changed Articles of Association to the Register of Legal Entities.

To delegate the Board of the public joint-stock company INVL Technology, according to their preference, to prepare and set all detailed conditions and the order for subscription and payment of newly issued shares. Also, to set other conditions of a shares issue’ offer, which were not discussed in the resolution of the General Shareholder meeting (including but not restricted to the final issue price of newly issued shares, the final amount of newly issued shares, etc.).

To initiate an inclusion of all newly issued shares of the public joint-stock company INVL Technology to NASDAQ Vilnius stock exchange Secondary list and to authorised the Board of the Company to accomplish all actions related to the matter. Also, including but not restricted, to authorised the Board of the Company to confirm and submit the Bank of Lithuania to confirm the Companyā€™s Prospectus on the offer for newly issued shares and their inclusion into the NASDAQ Vilnius stock exchange Secondary list.

2. The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Technology.

Taking into consideration that newly issued shares of the public joint-stock company INVL Technology will be offered publicly according to the rules set by the Law of Securities of the Republic of Lithuania, to withdraw the pre-emptive right of Company’˜s shareholders to acquire newly issued ordinary registered.Rules of subscription for the new shares and subscription period of the newly issued shares will be specified in the publicly published Prospectus of the public joint – stock company INVL Technology.

3. The changes of the Articles of Association and approval of the new edition of the public joint-stock company INVL Technology.

According to the decision part 1 of the General Shareholders Meeting and current issue of the Law on Companies of the Republic of Lithuania No. VIII-1835 adopted on 13 July 2000, to approve the new edition of the Articles of Association (attached) of the public joint-stock company INVL Technology by changing the whole text of the Statute.

To authorize Kazimieras Tonkunas, the director of the public joint-stock company INVL Technology, to sign the new edition of the Articles of Association.

4. Regarding the application for a licence of the closed-end investment company.

Seeking to ensure that the shareholders of INVL Technology, who do not support the proposed resolution on this question of the agenda, have the possibility to sell their shares, shareholders who will vote ‘for’ the resolutions on this item of the agenda, will have to announce a tender offer to buy remaining shares of public-joint stock company INVL Technology (one or several shareholders will have the right to fulfil this duty for the other shareholders). To reorganize the activity of the public joint-stock company INVL Technology so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings. To authorize the Board of the public joint-stock company INVL Technology:

1)  To apply to the Bank of Lithuania for obtaining the license of the closed-end investment company by INVL Technology.
2)  To prepare the draft of the Articles of Association of the closed-end investment company INVL Technology and the other required documents in order to obtain the license of the closed-end investment company.
3)  To prepare the draft of the Management Agreement with INVL Asset Management, UAB (company code 126263073) for transfer of management of the closed-end investment company INVL Technology.
4)  To negotiate with the potential custodians (depositories) of the closed-end investment company INVL Technology and prepare the draft of the contract with the depository. The key condition of the agreement is that the expenses for custody should not exceed 0.1 per cent of the annual net asset value of the closed-end investment company INVL Technology.
5)  To perform other mandatory actions to obtain the closed-end investment company license for the INVL Technology.

5. Regarding the tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.

Seeking to ensure the right of INVL Technology shareholders, who did not vote or voted ‘against’ the 4^th item on the agenda to sell their shares, shareholders, who voted ‘for’ the resolutions of 4^th item of the agenda within one month from the General Shareholders Meeting will have to announce a voluntary tender offer to purchase the rest of the ordinary registered shares of the public joint-stock company INVL Technology (one or several shareholders will have the right to fulfil this duty for the other shareholders).

Only the shareholders who did not vote or voted ‘against’ the 4^th item of the agenda will have the right to sell their shares during the tender offer.

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

The resolutions of INVL Technology the General Shareholders Meeting that was held on 2 February 2015:

1. Regarding approval of the reorganization of the joint stock company INVL Technology and regarding approval of the terms of reorganization.

1.1. According to Article 2,97 Part 3 of the Civil Code of the Republic of Lithuania, to reorganize the public joint-stock company INVL Technology by a way of merger, merging the company to the public joint-stock company BAIP grupe (code 300893533), which will take over all the rights and duties, including the name of INVL Technology and continues to operate under the new name – the public joint-stock company INVL Technology.

1.2. To approve the reorganization terms of the public joint – stock company INVL Technology and the public joint – stock company BAIP grupe (the drawn – up reorganization terms of the public joint – stock company INVL Technology and the public joint – stock company BAIP grupe (dated on 23 December 2014) was publicly announced on 30 December 2014. Register of Legal Entities published information about received terms of reorganization on 30 December 2014).

2.  Regarding approval of the Articles of Association of the company operating after the reorganization.

2.1. To approve the Articles of Association of the public joint-stock company BAIP grupe (code 300893533), which continues to operate after the reorganization under the new name INVL Technology (attached).

2.2. To authorize Kazimieras Tonkunas to sign the new wording of the Articles of Association of the public joint-stock company BAIP grupe (code 300893533), which continues to operate after the reorganization under the new name INVL Technology.

3. Regarding formation of the Audit Committee of the company operating after the reorganization, regarding approval of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization, regarding election of the members of the Audit Committee of the company operating after the reorganization and regarding approval of the remuneration for the independent member of the Audit Committee.

According to the fact that, the securities, of the company operating after the reorganization, will be traded on a regulated market of the Republic of Lithuania:

3.1. To form an Audit Committee combining of two members of the company operating after the reorganization.

3.2. To approve the new wording of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization (attached).

3.3.  To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of the company operating after the reorganization.

3.4.  For a work in the Audit Committee for the independent member to fix a rate not higher than EUR 145 per hour. To delegate to the Board of the company operating after the reorganization to determine the remuneration payment procedure for the independent member of the Audit Committee.

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

The resolutions of the General Shareholders Meeting of INVL Technology AB that was held on 19 December 2014:

1. Regarding approval of the joint stock company INVL Technology participation in the reorganisation.

To not approve participation of the joint-stock company INVL Technology in the reorganisation by way of merger, merging BAIP group (code 300893533) transformed into a joint stock company to the joint-stock company INVL Technology.

2. Regarding approval of the joint stock company INVL Technology reorganisation.

To approve the reorganization of the joint-stock company INVL Technology by way of merger, merging the joint-stock company INVL Technology to BAIP group, AB (code 300893533).

To authorize the Management Board of INVL Technology to prepare and announce according to the laws the reorganization terms.

3. Regarding election of the audit company to audit financial statements of the financial year 2014 and setting the conditions of payment for the audit services.

To elect joint-stock company PricewaterhouseCoopers, code 111473315, to audit annual financial statements the financial year 2014.

To set the payment for the audit services not more than LT 8000 (eight thousand litas), VAT is not included in this amount.

4. Regarding replacement of the registered office of INVL Technology.

To change the registered office of INVL Technology and to register the new address in the premises located at Seimyniskiu str. 1A, Vilnius, Lithuania (unique No. 1399-8031-1015).

5. Regarding election of the Audit Committee members.

To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of INVL Technology, AB for the 4 (four) years term of office.

6. Regarding approval of the remuneration for the Audit Committee members.

For a work in the Audit Committee of INVL Technology, AB, to fix a rate not higher than 500 Litas per hour. To delegate to the Board of the Company to determine the remuneration payment procedure for the Audit Committee members.

7. Approval of the regulations of the formation and activity of the Audit Committee.

To approve new wording of the regulations of the formation and activity of the Audit Committee of INVL Technology, AB.

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