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

INVL Technology
·19 min read

Special closed-ended type private equity investment company INVL Technology, identification code 300893533, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company” or “INVL Technology”), informs that on the initiative and decision of management company UAB „INVL Asset Management“ (hereinafter – “the Management Company“) the agenda of the General Ordinary Shareholders Meeting (hereinafter- “the Meeting”) that will be held on 29 April 2021, was supplemented by item no. 15.

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

Considering that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020, was extended until 30 April 2021 - the management of the Company strongly urges the shareholders of the Company to exercise the right to vote on the issues on the agenda of the Meeting by submitting duly completed general ballot papers to the Company. More information on the rights and obligations of shareholders is provided at the end of this notice.

The Meeting will start at 8:30 a.m. (registration starts at 8.00 a.m.).

The Meeting’s accounting day 22 April 2021 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting).

The total amount of the shares of the Company and the amount of shares granting voting rights during the Extraordinary General Shareholders Meeting is the same and amounts to 12,175,321 units.

Agenda of the Meeting (including additional question no.15):

  1. Presentation of INVL Technology annual report for 2020

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

  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

  4. Approval of financial statements for 2020 of INVL Technology

  5. Deciding on profit distribution of INVL Technology

  6. Presentation of the "INVL Technology" company's competence to adopt "INVL Technology remuneration policy

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

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

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

  10. Regarding the determination of the remuneration of the independent member of 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

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

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

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

  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

Draft resolutions of the Meeting:

  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).

  1. 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).

  1. 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).

  1. Approval of financial statements for 2020 of INVL Technology

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

  1. 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 documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting and other information related to the realization of shareholders' rights are published on the Company’s website www.invltechnology.lt section For investors, and also by prior agreement available at the premises of the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Considering that on the day of publication of this notice, quarantine is in force on the territory of the Republic of Lithuania, which was extended until 30 April 2021 - we invite the Company's shareholders to give priority to getting acquainted with the information provided in the "For investors" section of the Company's website. Phone for information +370 5 279 0601.

The shareholders are entitled:

    1. to propose to supplement the agenda of the Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail info@invltechnology.lt (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). The agenda is supplemented if the proposal is received no later than 14 days before the Meeting. In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on convening of the Meeting;

    2. to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting at any time prior to the date of the Meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail info@invltechnology.lt (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail) or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);

    3. to submit questions to the Company related to the issues of the agenda of the Meeting in advance but no later than 3 business days prior to the Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail info@invltechnology.lt (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). All answers related to the agenda of the Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the Meeting or simultaneously to all shareholders of the Company prior to the Meeting. The Company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the Company's confidential information or commercial secrets.

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

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

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

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

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

Considering the that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020, was extended until 30 April 2021 - the management of the Company strongly urges the shareholders of the Company to exercise the right to vote on the issues on the agenda of the Meeting by submitting duly completed general ballot papers to the Company. All alternatives for participation in the Meeting:

__________

Alternative No. 1:

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

__________

Alternative No. 2:

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

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

__________

Alternative No. 3:

If shareholders of the Company do not have the possibility to use voting alternatives No. 1 or No. 2, the Company will provide conditions for the shareholders or persons duly authorised by them to come on 29 April 2021 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

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

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

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