Draft resolutions prepared by the Board for the shareholders' meeting of Invalda INVL to be held on 30/04/2025

The draft resolutions prepared by the Board of Invalda INVL (company code 121304349, registered office address Gynėjų str 14, Vilnius, Lithuania) are submitted to the Ordinary General Meeting of Shareholders to be held on 30 April 2025.

The draft resolutions of the General Shareholders Meeting:

1. Presentation of the public joint stock company Invalda INVL consolidated annual management report for 2024.

Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Management Report of the Company for 2024 (attached). There is no voting on this issue of agenda.

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual management report of the public joint stock company Invalda INVL.

Shareholders of the public joint stock company Invalda INVL are presented with the independent auditor’s report on the financial statements and consolidated annual management report of the Company (attached). There is no voting on this issue of agenda.

3. Approval of the consolidated and stand-alone financial statements for 2024 of the public joint stock company Invalda INVL.

To approve the consolidated and stand-alone financial statements for 2024 of the public joint stock company Invalda INVL (attached).

4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.

To approve the profit distribution of the joint-stock company Invalda INVL in accordance with the draft profit distribution proposed by the Board (attached).

5. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report of the public joint stock company Invalda INVL for 2024 (included into the Consolidated Annual Report as Annex 4).

6. Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,100 thousand is not used.

To use the reserve (a part of it) for the purchase of own shares and to purchase shares of Invalda INVL under these conditions:

1) The goal for the purchase of own shares is to reduce the share capital of Invalda INVL by cancelling own shares acquired by the company and/or to fulfil the obligations related to the share option schemes (options) if it is decided to choose this method of granting shares.

2) The maximum number of shares to be acquired – the nominal value of own shares may not exceed 1/10 of the share capital.

3) The period during which the company may purchase its own shares – 18 months from the day of this resolution.

4) The maximum and minimal one share acquisition price: the maximum one share acquisition price – value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken; minimum one share acquisition price is EUR 1.

5) The conditions of the selling of the purchased shares and minimal sale price: Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives. The acquired shares will not be sold and therefore no minimum selling price and no procedure for the sale of the shares are set.

The Board of Invalda INVL is hereby mandated to:

(i) To initiate a reduction of the Company’s share capital within the time limits specified by law if the nominal value of the own shares acquired and held exceeds 1/10 of the share capital.

(ii) Subject to the conditions set out in this decision and the requirements of the Law on Companies of the Republic of Lithuania, take decisions regarding purchase of own shares of Invalda INVL, organise the purchase of own shares, determine the method, procedure and timing of the purchase of the shares, the number of shares and the price of the shares, and carry out any other actions relating to the purchase of own shares.

As of the date of this resolution, the resolution of the Annual General Meeting of 30 April 2024 regarding the acquisition of own shares will expire.

7. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2022.

Pursuant to the decision of the General Meetings of Shareholders of 30 April 2022, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2025 were concluded with the employees of Invalda INVL and companies in which more than 50% of the shares are owned by Invalda INVL, to establish that the right of the employees to acquire the said shares is exercised by transferring to the employees own shares acquired by the company.

To establish that, for the exercise of the stock options granted in 2022, the transfer price and the maximum number of own shares of the Company to be transferred shall be:

A) If the shareholders' meeting of 30 April 2025 does not approve the proposed distribution of profit and no dividends are allocated, up to a maximum of 40,862 units shall be transferred to the employees at a price per share of EUR 0.90, i.e. the purchase price of EUR 1 (one) set by the shareholders' meeting of 30 April 2022 shall be reduced by the amount of the dividends paid prior to the signing of the share purchase agreement.

B) If the shareholders' meeting of 30 April 2025 approves the proposed distribution of profit and a dividend of EUR 1.25 per share is allocated, taking into account that the amount of dividends per share allocated from the date of conclusion of the option agreement to the date of signing the share purchase agreement exceeds the fixed acquisition price of EUR 1 (one), the shares shall be granted to the employees free of charge and the amount of the granted shares shall be converted in accordance with the following formula in order to preserve the economic rationale of the agreement for concluding the share purchase agreement: (0.35 (difference resulting from the payment of dividends since the conclusion of the option agreement) * number of shares allotted in 2022)/(EUR 18.80 (the higher of the closing price at the end of 2024 between the share market price and the NAV per share) – EUR 1.25 (dividends allocated)). The calculated number of shares is rounded according to mathematical rules. The number of shares to be transferred to the employees is recalculated in this way to 41,678 units.

8. Resolution regarding the number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2025 and regarding the price of the shares.

It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50% or more  shares, during the year 2025 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2028 employees will be able to exercise the right to acquire up to 100,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value.

To provide that the shares will be granted free of charge. If the company has declared dividends or paid out free funds per share prior to the grant of the shares, the number of shares to be granted will be recalculated in accordance with the following formula in order to preserve the economic logic of the share purchase agreement: (dividends granted per share at the General Shareholders Meetings in 2026, 2027 and 2028 and/or free funds disbursed per share in the period 2025 - 2028 prior to the grant of the shares) * number of shares allotted in 2025)/(the higher of the price at the end of 2027 between the share market price and the NAV per share - dividends declared at the General Shareholders Meeting in 2028 and/or free funds disbursed per share in the period 2028 prior to the grant of shares). If the shares are granted before the record date for the 2028 dividend, such dividends per share shall not be included in the conversion formula. The number of shares recalculated in accordance with this formula shall be deemed to be approved by the shareholders in accordance with the Rules for Granting Equity Incentives. If in 2028 newly issued shares are granted, the issue price per share will be equal to the nominal value of the share and it will be paid in full by Invalda INVL from the company's reserve for granting shares.

The person authorized to provide additional information is:

Darius Šulnis, CEO of Invalda INVL

Attachments