The resolutions of the Ordinary General Shareholders Meeting of INVL Technology
The resolutions of the Ordinary General Shareholders Meeting of the INVL Technology held on 29 April 2022:
1. Presentation of the Company‘s annual report for 2021
1.1. Shareholders of the Company are presented with the annual report of the Company for 2021 (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 are 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 are 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. Presentation of the Company‘s Supervisory Board’s feedback and suggestions on the stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘s annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation
4.1. Shareholders of the Company are presented with the Company‘s Supervisory Board’s feedback and suggestions on the stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘ annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation (attached) (there is no voting on this issue of agenda).
5. Regarding the assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2021
5.1. To assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2021 (attached).
6. Approval of the stand-alone financial statements for 2021 of the Company
6.1. To approve the stand-alone financial statements for 2021 of the Company.
7. Deciding on profit distribution of the Company
7.1. . To distribute profit of the Company as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 11 772 |
| Net profit (loss) for the financial year | 2 621 |
| 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 | 14 393 |
| Transfers from reserves | - |
| Distributable profit (loss) in total | 14 393 |
| 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 | 14 393 |
*the reserve is formed to purchase own shares
8. Presentation of the Company‘s Management Company‘s statement on the share purchase price
8.1. Shareholders of the Company are presented with the Company‘s Management Company‘s statement on the share purchase price (attached) (there is no voting on this issue of agenda).
9. Regarding the purchase of own shares of the Company
9.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and after evaluation of the economic viability to purchase shares in Company by the rules mentioned below:
i. The goal for the purchase of own shares – discount reduction between the net asset value and the market share price of Company and the possibility to sell its shares to the shareholders;
ii. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital Company;
iii. The period during which Company may purchase its own shares is 18 months from the day of this resolution;
iv. The maximum and minimal shares acquisition price of Company: the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 0.29;
v. 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 last net asset value and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
vi. 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.
10. Regarding the adjustment of the terms of payment for audit services
Not to approve to set an additional salary of up to EUR 4,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company's audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2021 and 2022 years in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.
11. Regarding the Report of the Audit Committee of the Company
11.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 27 April 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached)(no decision is taken on this item of the agenda).
12. Regarding the approval of the terms of share options
12.1. To approve that option agreements with employees of the Companie’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 2022 under which employees of the subsidiaries of the Company, by 30 June 2025 and according to the procedure and time-limits prescribed by the option agreements will be granted the right to acquire free of charge up to 15,000 ordinary registered shares of the Company with the par value of EUR 0.29 per share.
12.2. 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 10 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.
The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail
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