INVL Technology
General meeting of shareholders

Convocation of the General Extraordinary Shareholders Meeting of INVL Technology and draft resolutions on agenda issue

Special closed-end type private equity investment company INVL Technology, legal entity code 300893533, the registered address Gyneju Str. 14, Vilnius, Lithuania (hereinafter – “the Company” or “INVL Technology”), informs that on the initiative and decision of the management company UAB “INVL Asset Management” (hereinafter – “the Management Company”), the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting”) is to be held on 6 June 2023.

The place of the Meeting: the office of the Company and the Management Company, the address Gyneju Str. 14, Vilnius.

The Meeting will start at 09:00 a.m. (registration starts at 08:30 a.m.).

The Meeting’s accounting day 30 May 2023 (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 number of the Company’s shares is 12,175,321 units. Total voting rights granted by the issued shares is 12,068,547 units.

Agenda of the Meeting:

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

Draft resolutions of the Meeting:

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

1.1. To approve 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), 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 documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Ordinary 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. Phone for information +370 5 279 0601.

The shareholders are entitled:

1. 1. to propose to supplement the agenda of the Meeting by submitting a draft resolution on every additional item of the agenda or, then 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). A proposal to supplement the agenda is submitted in writing sending a 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. 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 a 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 a proposal to the Company by e-mail info@invltechnology.lt 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 a proposal to the Company by e-mail info@invltechnology.lt. 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.

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.

The Company invites its shareholders who decide to participate in the Meeting to choose one of the alternatives presented below:

__________

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 . Along with a bulletin, a document confirming the right to vote must also be sent. Those voting bulletins shall be deemed valid which are correctly 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.

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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 28 April 2023 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

Additional information:

The shareholders of INVL Technology, a company that invests in IT businesses, will vote at a meeting on 6 June on approving the terms and conditions of stock options for employees of the businesses it owns.

Proposals submitted to the extraordinary general meeting of INVL Technology’s shareholders envisage the signing of option agreements with employees of the company’s subsidiaries in 2023, on the basis of which the employees would obtain the right to acquire up to 27,500 shares in INVL Technology free of charge by 30 June 2026 in accordance with the terms and procedures set out in the option agreements.

As the employees of the subsidiaries are being given the right to acquire INVL Technology shares free of charge (they do not have to pay for the shares), it is proposed stipulating that, when employees of subsidiaries acquire the ownership of INVL Technology shares, their companies shall compensate INVL Technology for the cost of acquiring those shares.

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 k.tonkunas@invltechnology.lt

Attachment

• General voting bulletin