Resolutions of the Ordinary General Shareholders Meeting of INVL Technology

The resolutions of the General Shareholders Meeting of INVL Technology that was held on 26 April 2019:

1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2018
Shareholders of INVL Technology are presented with the annual report of the Company for 2018 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor's report on the financial statements and consolidated annual report 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 and consolidated annual report of the Company (there is no voting on this issue of agenda).

3. Approval of financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology
To approve the financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology.

4. Resolution 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:

Article (thousand EUR)
1. Retained earnings (loss) at the beginning of the financial year of the reporting period; 1,859
2. Net profit (loss) for the financial year; 4,213
3. Profit (loss) not recognized in the income statement of the reporting financial year; -
4. Transfers from reserves; -
5. Shareholders contribution to cover loss -
6. Distributable profit (loss) in total at the end of the reporting period; 6,072
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, transfered to the next financial year 6,072

5. Resolution regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-ended type private capital investment company INVL Technology

5.1. In accordance with the Law on Companies of the Republic of Lithuania, the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the new wording of Articles of Association of the special closed-ended type private capital investment company INVL Technology (attached), replacing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).
5.2. Taking into account that provisions of a part 5 of the Article 76 of the Law of the Republic of Lithuania on Collective Investment Undertakings permits to register the amendments to the Articles of Association of the closed-end investment companies at the Register of Legal Entities only after they are approved by the supervisory authority, to instruct the management company to apply to the Bank of Lithuania in accordance with the procedure established by legal acts for approval of the amendments to the Articles of Association of the Company. In case the Bank of Lithuania does not approve a part of the amendments made in the  Articles of Association of the Company, to instruct the Management Company to amend the wording of the Articles of Association approved by the decision of this General Shareholders Meeting, leaving both the provisions of the old version of the Articles of Association in force, the approval of which wasn’t received by the Bank of Lithuania, and provisions of the new wording that has been approved by the Bank of Lithuania.
5.3. To authorise Kazimieras Tonkūnas to sign the new wording of the Articles of Association or the Management Company‘s amended version of the Articles of Association of the special closed-ended type private capital investment company INVL Technology.

6. Resolution regarding purchase of own shares of the special closed-ended type private capital investment company INVL Technology
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,800 thousand is not used.
To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and to purchase shares in the special closed-ended type private capital investment company 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 the special closed-ended type private capital investment company 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 of the special closed-ended type private capital investment company INVL Technology or 1,217,532 units of shares in the Company;
  3. The period during which the special closed-ended type private capital investment company 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 the special closed-ended type private capital investment company INVL Technology:  the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price - EUR 0.50;
  5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale price of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
  6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an 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.

Regarding the Audit Committee report of the Company:
According to the Regulations of the Audit Committee of INVL Technology (approved during the General Shareholders Meeting of the Company that was held on 27 April 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (translation attached).

 
INVL Technology annual audited information for 2018 
Confirmation of responsible persons
INVL Technology Articles of Association_draft 
Audit Committee Report

The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt

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