Meeting of 10 April 2015

The resolutions of INVL Technology the General Shareholders Meeting that was held on 10 April 2015
 

1. An increase of the authorized capital of the public joint-stock company INVL Technology. The class of the issued shares, the amount, the par value, the minimal issue price and the payment for the issued shares.

To increase the authorized capital of the public joint-stock company INVL Technology with additional contributions from EUR 1 773 267,06 to EUR 5 800 000 (the authorized capital will be increased by no more than EUR 4 026 732,94). The authorized capital of the public joint-stock company INVL Technology will be increased by additionally issuing no more than 13 885 286 ordinary registered shares of EUR 0.29 par value each.

The minimal issue price of each newly issued share is EUR 1.56, payment for the shares - by cash contributions. The total minimal issue price of the newly issued Company's shares is no more than EUR 21 661 046,16, which depends on the final amount of newly issued shares.

The minimal issue price of each newly issued share is EUR 1.56, which is set according to:

1)  At the end of 2014, according to the unaudited data, companies managed by the public joint-stock company INVL Technology were valued at EUR 9.75 million and book value of the public joint-stock company INVL Technology per single ordinary registered share amounted to EUR 1.60;

2)  Starting from the moment when the shares of the reorganised public joint-stock  company INVL Technology were included into NASDAQ Vilnius trading lists (on 3 June, 2014) until 18 March, 2015, the weighted recalculated average price of the share of the public joint-stock company INVL Technology, continuing operations after the Reorganisation, amounted to EUR 1.47.

If not all the newly issued shares are subscribed within the period intended for subscription, the authorised capital of the Company could be increased by the total par value of the subscribed shares. In case when not all newly issued shares are subscribed, the Board of the public joint-stock company INVL Technology will decide whether the increased authorized capital is deemed to have occurred. If it happens, the authorized capital of the Company has to be increased by total par value of the subscribed shares. The Board of the Company should change the authorised capital and the number of shares in the Articles of Association of the Company accordingly and submit changed Articles of Association to the Register of Legal Entities.

To delegate the Board of the public joint-stock company INVL Technology, according to their preference, to prepare and set all detailed conditions and the order for subscription and payment of newly issued shares. Also, to set other conditions of a shares issue' offer, which were not discussed in the resolution of the General Shareholder meeting (including but not restricted to the final issue price of newly issued shares, the final amount of newly issued shares, etc.).  

To initiate an inclusion of all newly issued shares of the public joint-stock company INVL Technology to NASDAQ Vilnius stock exchange Secondary list and to authorised the Board of the Company to accomplish all actions related to the matter. Also, including but not restricted, to authorised the Board of the Company to confirm and submit the Bank of Lithuania to confirm the Companyā€™s Prospectus on the offer for newly issued shares and their inclusion into the NASDAQ Vilnius stock exchange Secondary list.

2. The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Technology.


Taking into consideration that newly issued shares of the public joint-stock company INVL Technology will be offered publicly according to the rules set by the Law of Securities of the Republic of Lithuania, to withdraw the pre-emptive right of Company'˜s shareholders to acquire newly issued ordinary registered.Rules of subscription for the new shares and subscription period of the newly issued shares will be specified in the publicly published Prospectus of the public joint - stock company INVL Technology.

3. The changes of the Articles of Association and approval of the new edition of the public joint-stock company INVL Technology.

According to the decision part 1 of the General Shareholders Meeting and current issue of the Law on Companies of the Republic of Lithuania No. VIII-1835 adopted on 13 July 2000, to approve the new edition of the Articles of Association (attached) of the public joint-stock company INVL Technology by changing the whole text of the Statute.

To authorize Kazimieras Tonkunas, the director of the public joint-stock company INVL Technology, to sign the new edition of the Articles of Association.
 
4. Regarding the application for a licence of the closed-end investment company.


Seeking to ensure that the shareholders of INVL Technology, who do not support the proposed resolution on this question of the agenda, have the possibility to sell their shares, shareholders who will vote 'for' the resolutions on this item of the agenda, will have to announce a tender offer to buy remaining shares of public-joint stock company INVL Technology (one or several shareholders will have the right to fulfil this duty for the other shareholders). To reorganize the activity of the public joint-stock company INVL Technology so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment UndertakingsTo authorize the Board of the public joint-stock company INVL Technology:

1)  To apply to the Bank of Lithuania for obtaining the license of the closed-end investment company by INVL Technology.
2)  To prepare the draft of the Articles of Association of the closed-end investment company INVL Technology and the other required documents in order to obtain the license of the closed-end investment company.
3)  To prepare the draft of the Management Agreement with INVL Asset Management, UAB (company code 126263073) for transfer of management of the closed-end investment company INVL Technology.
4)  To negotiate with the potential custodians (depositories) of the closed-end investment company INVL Technology and prepare the draft of the contract with the depository. The key condition of the agreement is that the expenses for custody should not exceed 0.1 per cent of the annual net asset value of the closed-end investment company INVL Technology.
5)  To perform other mandatory actions to obtain the closed-end investment company license for the INVL Technology.

5. Regarding the tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.

Seeking to ensure the right of INVL Technology shareholders, who did not vote or voted 'against' the 4th item on the agenda to sell their shares, shareholders, who voted 'for' the resolutions of 4th item of the agenda within one month from the General Shareholders Meeting will have to announce a voluntary tender offer to purchase the rest of the ordinary registered shares of the public joint-stock company INVL Technology (one or several shareholders will have the right to fulfil this duty for the other shareholders).

Only the shareholders who did not vote or voted 'against' the 4th item of the agenda will have the right to sell their shares during the tender offer.