Convocation of the general ordinary shareholders meeting of INVL Technology and draft resolutions on agenda issue
INVL Technology (the registered address Gyneju str. 14 Vilnius, Lithuania, identification code 300893533) (hereinafter - the Company) on the initiative and decision of the Management company of INVL Technology informs that the General Extraordinary Shareholders Meeting of INVL Technology (hereinafter - the Meeting) is to be held on 30 April 2020.
The place of the Meeting: INVL Technology office, the address Gyneju str. 14, Vilnius.
Taking into account the probability that The Government of the Republic of Lithuania having extended enforcement of quarantine in the Republic of Lithuania until midnight on 27 April 2020 may be extended to the Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling the voting ballot.
The Meeting will start at 9.00 a.m. (registration of the shareholders will start at 8:30 a.m.)
The Meeting’s accounting day – 23 April 2020 (the persons who are shareholders of the Company at the end of accounting day of the General Shareholders Meeting or 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:
- Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2019
- Presentation of the independent auditor's report on the financial statements and annual report of the special closed-ended type private capital investment company INVL Technology
- Approval of financial statements for 2019 of the special closed-ended type private capital investment company INVL Technology
- Resolution regarding profit distribution of the special closed-ended type private capital investment company INVL Technology
- Deciding on Renumeration policy of INVL Asset Management, UAB valid for special closed-ended type private capital investment company INVL Technology
Draft resolutions of the Meeting:
1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2019
Shareholders of INVL Technology are presented with the annual report of the Company for 2019 (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 special closed-ended type private capital investment company INVL Technology
Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor's report on the financial statements and annual report of the Company (there is no voting on this issue of agenda).
3. Approval of financial statements for 2019 of the special closed-ended type private capital investment company INVL Technology
To approve the financial statements for 2019 of the special closed-ended type private capital investment company INVL Technology.
4. Resolution regarding profit distribution of the special closed-ended type private capital investment company INVL Technology
To distribute profit of the special closed-ended type private capital investment company INVL Technology as follows:
| Article | (thousand EUR) |
| 1. Retained earnings (loss) at the beginning of the financial year of the reporting period; | 6,072 |
| 2. Net profit (loss) for the financial year; | 933 |
| 3. Profit (loss) not recognized in the income statement of the reporting financial year; | - |
| 4. Transfers from reserves; | - |
| 5. Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders) | 7,005 |
| 6. Distributable profit (loss) in total; | - |
| 7. Profit distribution: | - |
| 7.1. Profit transfers to the legal reserves; | - |
| 7.2. Profit transfers to the reserves for own shares acquisition | - |
| 7.3. Profit transfers to other reserves; | - |
| 7.4. Profit to be paid as dividends; | - |
| 7.5. Profit to be paid as annual payments (bonus) and for other purposes; | - |
| 8. Retained earnings (loss) at the end of the financial year. | 7,005 |
5. Deciding on Renumeration policy of INVL Asset Management, UAB valid for special closed-ended type private capital investment company INVL Technology
Pursuant to Article 37(3) of the Law on Companies of the Republic of Lithuania, approve the Remuneration Policy of special closed-ended type private capital investment company INVL Technology by approving the Remuneration Policy for risk - taking employees of the Management Company which is applicable to the Company.
The Investment Committee of the special closed-ended type private capital investment company INVL Technology, acting on behalf of the Management Company, in accordance with Clause 122nd of the Company's Articles of Association, presents its recommendations and indicates the consequences of the respective decision to the General Shareholders Meeting (enclosed).
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 section For investors, also available in the office of INVL Technology (Gyneju str. 14, Vilnius) during working hours. Taking into account that on the date of this announcement quarantine is in force in the territory of the Republic of Lithuania (and there is no possibility to predict or extend its validity) - we invite shareholders of the Company to give priority to familiarization with the information provided in the Companys website section „For Investors“. Email for information .
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders 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, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by email (in view of the current quarantine - we invite you to give priority to provide proposals by electronic and (or) by registered mail). The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders 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 and (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (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 on business hours or by sending proposal to the Company by email (in view of the current quarantine - we invite you to give priority to provide proposals by electronic and (or) by registered mail) or in writing during the General Shareholders 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 agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting 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 on business hours or by sending proposal to the Company by email (in view of the current quarantine - we invite you to give priority to provide proposals by electronic and (or) by registered mail). All answers related to the agenda of the General Shareholders Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General Shareholders Meeting or simultaneously to all shareholders of the Company prior to the General Shareholders 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.
Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorize 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. 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.
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. 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 General Shareholders Meeting through electronic means of communication.
Taking into account the probability that The Government of the Republic of Lithuania having extended enforcement of quarantine in the Republic of Lithuania until midnight on 27 April 2020 may be extended to the Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling the voting ballot.
Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is presented at the Company's webpage section 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 against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General Shareholders Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior the Meeting.
The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail
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