INVL Technology
General meeting of shareholders

Convocation of the General Ordinary 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 28 April 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 21 April 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 12,068,522 units.

Agenda of the Meeting:

1. Presentation of the Company’s consolidated annual report for 2022.
2. Presentation of the independent auditor's report on the financial statements and annual report of the Company.
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.
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.
5. Approval of the stand-alone financial statements for 2022 of the Company.
6. Deciding on profit distribution of the Company.
7. Presentation of the Company‘s Management Company‘s statement on the share purchase price.
8. Regarding the purchase of own shares of the Company.
9. Regarding the approval of the new wording of the INVL Technology Policy on Transactions with Related Parties.
10. Regarding the approval of new wording of the Regulations of the Audit Committee.
11. Regarding the Report of the Audit Committee of the Company.

Draft resolutions of the Meeting:

1. Presentation of the Company‘s annual report for 2022

1.1. Shareholders of the Company are 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 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. 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 consolidated 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:

7. Presentation of the Company‘s Management Company‘s statement on the share purchase price

7.1. 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).

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. It is proposed to the shareholders of the Company approve 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 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).

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.

__________

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:

It is proposed that the shareholders of INVL Technology, a company that invests in IT businesses, approve the operating results for 2022, distribute profits, and endorse procedures for the acquisition of own shares. Voting on these and other issues will take place at the annual general meeting of the company’s shareholders on 28 April.

INVL Technology’s equity and net asset value grew 5.9% in 2022 and amounted to EUR 38.27 million at year-end. Equity per share increased the same percentage in the year to EUR 3.17 at the end of 2022. The company had a net profit of EUR 2.1 million last year, which is 19.3% less than in 2021.

The shareholders’ meeting is expected to authorize the company to use a previously formed reserve for the purchase of own shares. In 2015, INVL Technology formed a EUR 9.8 million reserve for this purpose. The purpose of acquiring shares is to reduce difference between the price of the company’s shares on the Nasdaq Vilnius stock exchange and their value as calculated on the basis of the company’s net asset value, and to provide opportunities for shareholders to sell their shares.

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, approval of a new policy on transactions with related parties is proposed. The rules of the Audit Committee would be 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 k.tonkunas@invltechnology.lt

Attachments

• invltechnology (EN 2022)
• 2. Investment Committee recommendation
• 3. Remuneration report_2022
• 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_Translation_2023.04.06_Technology
• 8. General voting bulletin