Resolutions of the General Ordinary Shareholders Meeting of INVL Technology

    Resolutions of the General Ordinary Shareholders Meeting of INVL Technology

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.

Additional information:

The shareholders of INVL Technology, a company that invests in IT businesses, approved procedures for acquiring its own shares. The company’s operating results for 2023 and distribution of profits were also approved at the shareholders’ meeting held on 30 April.  

By the decision of INVL Technology’s shareholders, a EUR 9.8 million reserve formed in 2015 would be used for the acquisition of own shares. The aim of acquiring shares is to fulfill 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. 

The company was given the right to acquire its own shares for up to 10% of its authorized capital, with a time limit for such acquisitions of 18 months from the date of the decision of the shareholders’ meeting. 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 is stipulated. 

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. 

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

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