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

On the initiative and decision of the Management company of INVL Technology the Ordinary General Shareholders Meeting of the special closed-ended type private capital investment company INVL Technology (identification code 300893533, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be held on 30 April 2018 at 8:30 a.m. in the premises located in Gyneju str. 14, Vilnius).
 
Registration of the shareholders will start at 8:00 a.m.
 
The total number of shares of the Company amounts to 12,175,321. ISIN code of the shares of the Company is LT0000128860.
 
Persons who are shareholders of the Company at the end of the General Shareholders Meeting accounting day, i.e. 23 April 2018, will have a right to participate and vote at the General Shareholders Meeting personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded.
 
The day of accounting of rights is 15 May 2018.
 
 
The agenda of the Ordinary General Shareholders Meeting of INVL Technology includes:
1.   Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2017.
2.   Presentation of the independent auditor's report on the financial statements of the special closed-ended type private capital investment company INVL Technology.
3.   Approval of financial statements for 2017 of the special closed-ended type private capital investment company INVL Technology.
4.   Regarding profit distribution of the special closed-ended type private capital investment company INVL Technology.
5.   Approval of the Related Parties Transaction Policy.
6.   Approval of the new wording of the Depository Services Agreement of the special closed-ended type private capital investment company INVL Technology with SEB bank.
 

The draft resolutions of the Ordinary General Shareholders Meeting of INVL Technology:
1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2017.
Shareholders of INVL Technology are presented with the annual report of the Company for 2017 (there is no voting on this issue of agenda).
 
2. Presentation of the independent auditor's report on the financial statements of the special closed-ended type private capital investment company INVL Technology.
Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor's report on the financial statements of the Company (there is no voting on this issue of agenda).
 
3. Approval of financial statements for 2017 of the special closed-ended type private capital investment company INVL Technology.
To approve the financial statements for 2017 of the special closed-ended type private capital investment company INVL Technology.
 
4. Regarding profit distribution of the special closed-ended type private capital investment company INVL Technology.
To distribute profit of the special closed-ended type private capital investment company INVL Technology as follows:
 
1. Retained earnings (loss) at the beginning of the financial year of the reporting period; (2,225,455)
 
2. Net profit (loss) for the financial year; 4,084,098
3. Profit (loss) not recognized in the income statement of the reporting financial year; -
4. Transfers from reserves; -
5. Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) -
6. Distributable profit (loss) in total; 1,858,643
7. Profit distribution: -
7.1. Profit transfers to the legal reserves; -
7.2. Profit transfers to the reserves for own shares acquisition -
7.3. Profit transfers to other reserves; -
7.4. Profit to be paid as dividends; -
7.5. Profit to be paid as annual payments (bonus) and for other purposes; -
8. Retained earnings (loss) at the end of the financial year. 1,858,643
 
 
5. Approval of the Related Parties Transaction Policy.
Taking into consideration provisions of the Article 372 on the Law of Companies of the Republic of Lithuania, to approve the Related Parties Transaction Policy of the special closed-ended type private capital investment company INVL Technology.
To determine that the Related Parties Transaction Policy would come into force after its approval at the General Shareholders Meeting.
 
6. Approval of the new wording of the Depository Services Agreement of the special closed-ended type private capital investment company INVL Technology with SEB bank.
6.1. Taking into account that the investment company‘s management activities are subject to provisions of the Law of the Republic of Lithuania on Collective Investment Undertakings for professional investors and the necessity to harmonise the text of the Depository Services Agreement with the requirements of the specified legal regulation, to approve the new wording of the Depository Services Agreement of the special closed-ended type private capital investment company INVL Technology, replacing the entire text of the Depository Services Agreement.
6.2. To authorise Vytautas Plunksnis, the head of the Private Equity of the management company INVL Asset management, to sign the new wording of the Depository Services Agreement in the name of the special closed-ended type private capital investment company INVL Technology.
 
Management company of the special closed-ended type private capital investment company INVL Technology (hereinafter – Company) taking into account the Article 119 of the Articles of Association of the Company and after considering amendments of the Depository agreement as well as draft profit (loss) distribution, recommends that the shareholders of the Company at the General Shareholders Meeting on 30 April 2018 approve the proposed draft resolutions. The Management Company also provides information to the General Shareholders Meeting about the consequences of the decisions: the change of the Depository agreement is due to the fact that the investment company's management activities are subject to the provisions of the Law on management companies of collective investment undertakings of the Republic of Lithuania and it is necessary to harmonise the text of the Depository agreement with the requirements of the said law; the Company's profit (loss) distribution project is provided on the assumption that the legal reserve has already been formed in the Company and that the negative consequences of the decision on the distribution of profit (loss) to the Company's activities are not foreseen.
 
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are published on the Company’s website www.invltechnology.lt section For investors, also available in the office of Invalda INVL (Gyneju str. 14, Vilnius) during working hours. Phone for information +370 5 279 0601.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of 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). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email info@invltechnology.lt. The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email info@invltechnology.lt) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email info@invltechnology.lt. 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.
Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. A power of attorney issued by a natural person must be certified by a notary. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents 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 General Shareholders Meeting. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.
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 General Shareholders 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 General Shareholders 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.
The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. 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 against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General Shareholders Meeting.

Attached:
Audited annual information of INVL Technology for 2017 and management confirmation 
Related Parties Transaction Policy of INVL Technology
Amendment of Depository Services Agreement 
General Ballot Paper for Voting in Writting
 
The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt

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