Convocation of the General Extraordinary Shareholders Meeting of INVL Technology and draft resolutions on agenda issue
The place of the Meeting:INVL Technology office, the address Gyneju str. 14, Vilnius.
Registration of the shareholders will start at 8:00 a.m.
The Meeting will start at 8.30 a.m.
The Meeting’s accounting day – 22 October 2020 (the persons who are shareholders of the Company at the end of accounting day of the General Shareholders Meetingor 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 General Shareholders Meeting).
The total amount of the shares of the Company and the amount of shares granting voting rights during the Extraordinary General Shareholders Meeting is the same and amounts to 12,175,321 units.
Agenda of the Meeting:
1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.
2. Decision regarding the Rules on granting the shares of managed companies by the special closed-ended type private capital investment company INVL Technology.
Draft resolutions of the Meeting:
1.1.To conclude an agreement with UAB PricewaterhouseCoopers, UAB (company code 111473315) to carry out of the audit of the annual financial statements of the INVL technology for 2020, 2021 and 2022 years and establish the payment in amount of EUR 9,400 per year (VAT will be calculated and payed additionally in accordance with order established in legal acts). The amount of remuneration for audit services will be recalculated (increased) every year according to the average annual inflation of April month of the current year published by the Department of Statistics under the Government of the Republic of Lithuania, calculated according to the harmonized index of consumer prices (HICP). The Management company of the Company reserves the right to increase the remuneration of the audit company by no more than 20 per cent annually from the remuneration paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.
2.1. Approve the Rules on granting the shares of managed companies by the special closed-ended type private capital investment company INVL Technology as per the attached draft document.
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.ltsection For Investors, also available at the premises of INVL Technology, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Phone for information +370 5 279 0601.
The shareholders are entitled:
i. to propose to supplement the agenda of the Meeting submitting draft resolution on every additional item of agenda or, than 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 LT-01109 Vilnius, Lithuania, or 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 email@example.com. 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;
ii. 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 the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or 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 firstname.lastname@example.org) or in writing during the 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 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 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 email@example.com. 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 firstname.lastname@example.org 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.
The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.
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.ltsection 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.
Having into account that the threat of coronavirus (Covid-19) remains in the territory of the Republic of Lithuania, the Company invites its shareholders who decide to participate in the Meeting to choose one of the following alternatives:
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 (email@example.com) 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 properly 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 firstname.lastname@example.org.
The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign.
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 29th of October 2020 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.
We stress that safety recommendations must be followed by shareholder regarding the use of safety measures and maintaining distance.
The person authorized to provide additional information:
INVL Technology Managing Partner
Rules on granting the shares_of managed companies_ by INVL Technology