Convocation of the shareholders' meeting of AB Invalda INVL and draft resolution

On the initiative and decision of the Board of the public joint stock company Invalda INVL the extraordinary general meeting of shareholders of the public joint stock company Invalda INVL (identification code 121304349, the registered address Gynėjų str. 14 Vilnius, Lithuania) is to be held on 7 October 2025 at 9:00 a.m. in the premises located in Gynėjų str. 14, Vilnius. Shareholder registration begins at 8:30 a.m. and ends at 8:55 a.m.

The total number of shares of the Company amounts to 12,299,375. Given that the Company has acquired its own shares, the total number of votes for the quorum of the general meeting of shareholders is 12,058,469. ISIN code of the shares of the Company is LT0000102279.

30 September 2025 is the accounting day of the of general meeting of shareholders. The persons who are shareholders of the Company at the end of accounting day of the general meeting of shareholders or persons authorized 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 meeting of shareholders.

The agenda of the general meeting of shareholders:

1. Selection of the audit company for the audit of annual financial statements and the determination of the terms of payment for the audit services. 

Draft resolution proposed by the Management Board:

1.1. To select (appoint) the audit company KPMG Baltics, UAB (company code 111494971, registered office: Lvivo street 101, Vilnius) (hereinafter - the Audit Company) to perform the audit of the separate and consolidated annual financial statements of AB Invalda INVL (hereinafter - the Company) for the years 2025 -- 2026.

1.2. To confirm that, if the Company expresses its wish to extend the audit contract by 31 May 2027 and the Audit Company does not object, the Audit Company shall be appointed to audit the Company's 2027 financial statements.

1.3. To set the Audit Company’s fee for the audit of the 2025 financial statements at EUR 60,000 plus VAT.

1.4. The audit fee for the 2026 financial statements and, if the audit contract is extended, for the 2027 financial statements will be recalculated annually, increasing by the annual inflation rate or the average salary change, depending on which factor is higher.

1.5. The Management Board of the Company has the right to increase the remuneration paid to the Audit Company's by no more than 15% of the annual remuneration approved by this decision if the scope of the audit work changes significantly.

1.6. To instruct the CEO of the Company, Darius Šulnis, to coordinate other terms of the audit services agreement with the Audit Company at his own discretion, and to conclude and sign the audit services agreement with the Audit Company.

The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the general meeting of shareholders and other information related to the shareholders rights are published on the Company’s website , menu item Investor relations.

Shareholders have the right:

(i) to propose to supplement the agenda of the general meeting of shareholders 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 . 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 meeting of shareholders at any time prior to the date of the general meeting of shareholders (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 ) or in writing during the general meeting of shareholders (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 meeting of shareholders in advance but no later than 3 business days prior to the general meeting of shareholders 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 . 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 meeting of shareholders and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorise 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  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 meeting of shareholders through electronic means of communication. Shareholder or its representative may vote in writing by filling ballot paper and signing with a qualified electronic signature, in such a case the requirement to deliver a personal identity document does not apply. The form of the general ballot paper is published together with draft resolutions of the general meeting of shareholders as well as on the Company's website .

If shareholder requests, the Company shall send the ballot paper to the requesting shareholder by registered mail or ordinary mail.

The filled ballot paper must be signed by the shareholder or its authorised representative. Document confirming the right to vote must be added to the ballot paper if an authorized person is voting. The filled and signed ballot paper must be sent by the registered mail to the Company at Gyneju str. 14, 01110 Vilnius, Lithuania, or delivered in person before the opening shareholders’ registration for the general meeting of shareholders, i.e. by 8.30 a.m. on 7 October 2025. Shareholders may also vote by signing the voting bulletin with an electronic signature and sending it to the Company by e-mail. A duly completed and with a qualified electronic signature signed ballot paper can be sent to the company by e-mail before the opening shareholders’ registration for the general meeting of shareholders, i.e. by 8.30 a.m. on 7 October 2025.

The person for additional information:

Raimondas Rajeckas, CFO of Invalda INVL

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