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

    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 Ordinary Shareholders Meeting (hereinafter – “the Meeting”) is to be held on 30 April 2024.

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 08:30 a.m. (registration starts at 08:00 a.m.).

The Meeting’s accounting day 23 April 2024 (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 12,075,663 units.

Agenda of the Meeting:

1. Presentation of the Company’s annual report for 2023.
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 annual report of the Company for the year 2023.
5. Approval of the stand-alone financial statements for 2023 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 determination of the remuneration of the Audit Committee members of the Company.
10. Regarding the Report of the Audit Committee of the Company.
11. Regarding the approval of the terms for granting shares to employees of subsidiary companies.

Draft resolutions of the Meeting:

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

1.1. Shareholders of the Company are 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 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 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 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 – 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 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).

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.

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 [phone].

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 [e-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 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 [e-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 a proposal to the Company by e-mail [e-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 [e-mail] 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 ([e-mail]) 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 [e-mail].

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 30 April 2024 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 on procedures for the acquisition of own shares, the company’s operating results for 2023, and the distribution of profits. The annual general meeting of the company’s shareholders will be held on 30 April.

The equity and the net asset value of INVL Technology were EUR 43.53 million at the end of 2023, or EUR 3.6052 per share, and grew 13.7% during the year. The company had a net profit of EUR 5.17 million last year, which is 2.4 times its 2022 net profit (of EUR 2.11 million). The results for last year were positively impacted by a EUR 9.95 million increase in the value of portfolio companies. Provisions for performance and accrued management fees reduced the result for 2023 by EUR 4.91 million.

It is proposed that at the meeting INVL Technology shareholders vote in favour of using a previously formed reserve for the purchase of own shares. In 2015, the company formed a EUR 9.8 million reserve for that purpose. The aim of acquiring shares is to fulfil obligations related to stock option programmes and other share allocations to employees of subsidiaries, and/or to reduce the company’s authorized capital, annulling acquired own shares.

It is envisaged that the company could acquire own shares for up to 10% of the company’s authorized capital, with a time limit for such acquisitions of 18 months from the date of the shareholders’ decision. The maximum purchase price per share would be INVL Technology’s last published net asset value, while the minimum would be EUR 0.29. Since the acquired shares will not be sold, no minimum selling price or sale procedure are stipulated.

INVL Technology owns the cybersecurity company NRD Cyber Security, the GovTech and FinTech company NRD Companies, and the Baltic IT company Novian.

In mid-March this year, the company announced that it had signed an agreement with the Zurich branch of M&A intermediation service provider Corum Group’s Luxembourg-based unit Corum Group International, to advise and serve as M&A intermediary on the sale of the company’s portfolio of businesses.

INVL Technology, which is managed by INVL Asset Management, the leading alternative asset manager in the Baltics, is a closed-end investment company which must exit its investments no later than mid-July 2026 and distribute the money to shareholders.

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

Attachments

• invltechnologyutib
• 2. Investment Committee recommendation
• 3. Remuneration report_2023
• 4. INVL Asset Management statement
• 5. Audit Committee report_Translation_INVL Technology_2023
• 6. General voting bulletin