Resolutions of the General Ordinary Shareholders Meeting of INVL Technology
The resolutions of the General Ordinary Shareholders Meeting (hereinafter - "the Meeting") of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 30 April 2025:
1. Presentation of the Company‘s annual management report for 2024.
1.1. Shareholders of the Company were presented with the 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 annual management report of the Company.
2.1. Shareholders of the Company were presented with the independent auditor's report on the financial statements and annual management 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 information about remuneration report.
3.1. Shareholders of the Company were 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. Regarding the assent to the remuneration report of the Company, as a part of the annual management report of the Company for the year 2024.
4.1. To assent to the information about remuneration of the Company, as a part of the annual management report of the Company for the year 2024 (attached).
5. Approval of the stand-alone financial statements for 2024 of the Company.
5.1. To approve the stand-alone financial statements for 2024 of the Company.
6. Deciding on profit distribution of the Company.
6.1. To distribute the profit of the Company as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 21,673 |
| Net profit (loss) for the financial year | 8,089 |
| 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 | 29,762 |
| Transfers from reserves | - |
| Distributable profit (loss) in total | 29,762 |
| 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 | 29,762 |
7. Presentation of the Company‘s Management Company‘s statement on the share purchase price.
7.1. Shareholders of the Company were presented with the Company‘s Management Company‘s statement on the share purchase price (attached) (there is no voting on this issue of agenda).
8. Regarding the purchase of own shares of the Company.
8.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of its own shares and after evaluation of the economic viability to purchase shares in INVL Technology by the rules mentioned below:
- The goal for the purchase of own shares – to meet obligations arising from share option programs, or other allocations of shares, to employees of subsidiary companies and/or to reduce the authorized capital of the Company by cancelling the shares purchased by the Company;
- The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital INVL Technology.
- The period during which INVL Technology may purchase its own shares is 18 months from the day of this resolution.
- The maximum and minimal shares acquisition price of INVL Technology: the maximum one-share acquisition price – is the last announced net asset value per share, and the minimal one-share acquisition price – is EUR 0.29.
- the conditions of the selling of the purchased shares and minimal selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined. Own shares purchased by INVL Technology can be granted (given the right to purchase them) to the employees of the subsidiary companies by the decision of the Management Company, in accordance with the Rules on granting the shares. The shares acquired by the Company may be cancelled by decision of the General Meeting of Shareholders.
- the Management Company is delegated on the basis of this resolution, the Law on Companies of the Republic of Lithuania and other legal acts, to make specific decisions regarding the purchase of the Company’s own shares, to organize procedure of purchase of own shares, determine the method and procedure for purchase of own shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), timing as well as the amount of shares and shares’ price, and to complete all other actions related with purchase procedure of own shares.
8.2. To initiate the reduction of the Company's authorized capital by canceling the shares purchased by the Company, only if the amount of own shares purchased will exceed the amount of shares required to grant shares to the employees of the Company's subsidiaries, by 100,000 units or more of the Company's shares.
8.3.To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 April 2024 regarding acquisition of the Company's own shares shall expire.
9. Presentation of the Report of the Audit Committee of the Company
9.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 28 April 2023 by decision of the General Meeting of Shareholders), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached) (there is no voting on this issue of agenda).
10. Regarding the election of the Audit Committee members of the Company.
10.1. Given that in 2025, the term of office of the members of the Audit Committee of the Company expires, to elect three members: Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas to the Audit Committee of the Company for new 4 (four) years term of office.
11. Regarding the determination of the remuneration of the Audit Committee members of the Company.
11.1. To set the hourly remuneration for each member of the Audit Committee of the Company at EUR 200 per hour (before taxes) for the service on the Audit Committee of the Company. The remuneration is paid for actual hours spent while performing the activities of the Audit Committee member.
12. Regarding the approval of new version of Regulations of Audit Committee of the Company
12.1. Considering the changes in the Law of the Republic of Lithuania on the Audit of Financial Statements and Other Assurance Services regarding the obligations of the Audit Committee as well as the election of three Audit Committee members for the new term of office, the Regulations of the Audit Committee are updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Regulations of Audit Committee.
Additional information:
The shareholders of INVL Technology, a company investing in IT businesses, approved the company’s operating results for 2024, procedures for the acquisition of own shares, and a new Audit Committee composition.
INVL Technology had an audited net profit of EUR 8.09 million in 2024, 56.6% more than in 2023. The company’s equity and net asset value were EUR 51.43 million at the end of December 2024, which is 18.2% more than a year earlier. The value per share of its equity and NAV was EUR 4.2896 and grew 19%.
A meeting of the company’s shareholders on 30 April authorized the acquisition of up to 10% of the company’s authorized capital. It set a time limit for such acquisitions of 18 months from the date of the shareholders’ decision.
The maximum purchase price per share would be INVL Technology’s last published net asset value per share, while the minimum would be EUR 0.29. Since the acquired shares will not be sold, no minimum selling price or sale procedure are stipulated.
The aim of acquiring shares is to fulfil obligations related to stock option programmes and other share allocations to employees of subsidiaries, and/or to reduce the company’s authorized capital, annulling acquired own shares.
Given that in 2025 the term of office of the members of INVL Technology’s Audit Committee expires, Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas were elected as members for a new four-year term of office.
INVL Technology owns the cybersecurity company NRD Cyber Security, the GovTech and FinTech company NRD Companies, and the Baltic IT company Novian.
In mid-March last year, the company announced that it had signed an agreement with the Zurich branch of M&A intermediation service provider Corum Group’s Luxembourg-based unit Corum Group International, to advise and serve as M&A intermediary on the sale of the company’s portfolio of businesses.
INVL Technology, which is managed by INVL Asset Management, the leading alternative asset manager in the Baltics, is a closed-end investment company which must exit its investments no later than mid-July 2026 and distribute the money to shareholders.
The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail
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