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INVL Technology

Pre-Annual General Meeting Information Apr 8, 2024

2265_dva_2024-04-08_a82d6c93-44e6-40f4-bd65-0754384e158b.pdf

Pre-Annual General Meeting Information

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Shareholder's name, surname (title) – ………………….

Shareholder's personal code (legal person's code) - ………………….

Number of the shares held and votes owned – ……………………

The agenda includes:

    1. Presentation of the Company's annual report for 2023.
    1. Presentation of the independent auditor's report on the financial statements and annual report of the Company.
    1. 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.
    1. Regarding the assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2023.
    1. Approval of the stand-alone financial statements for 2023 of the Company.
    1. Deciding on profit distribution of the Company.
    1. Presentation of the Company's Management Company's statement on the share purchase price.
    1. Regarding the purchase of own shares of the Company.
    1. Regarding the determination of the remuneration of the Audit Committee members of the Company.
  • 10.Regarding the Report of the Audit Committee of the Company.
  • 11.Regarding the approval of the terms for granting shares to employees of subsidiary companies.

Please circle the chosen version: "FOR", "AGAINST".

Sprendimų projektai:

1. Presentation of the Company's annual report for 2023

1.1. Shareholders of the Company are presented with the annual report of the Company for 2023 (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 (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 (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 report of the Company for the year 2023

4.1. To assent to the remuneration report of the Company, as a part of the annual report
of the Company for the year 2023 (attached).
FOR AGAINST
5.
Approval of the stand-alone financial statements for 2023 of the Company
5.1. To approve the stand-alone financial statements for 2023 of the Company. FOR AGAINST

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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
16,508
Net profit (loss) for the financial year 5,165
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
21,673
Transfers from reserves -
Distributable profit (loss) in total 21,673 FOR AGAINST
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
21,673
7.
Presentation of the Company's Management Company's statement on the share purchase price
7.1. Shareholders of the Company are presented with the Company's Management Company's statement on the
share purchase price (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:
i.
The goal for the purchase of own shares – to meet obligations arising from share
option programs, or other allocations of shares, to employees
companies and/or to reduce the authorized capital of the Company by cancelling
the shares purchased by the Company;
ii.
The maximum number of shares to be acquired could not exceed 1/10 of the
authorised capital INVL Technology.
iii.
The period during which INVL Technology may purchase its own shares is 18
months from the day of this resolution.
iv.
The maximum and minimal shares acquisition price of INVL Technology:
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.
v.
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.
of subsidiary
the
FOR AGAINST

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vi.
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.
8.2. To establish that after adopting this resolution the resolution of the General Meeting
of Shareholders of 28 April 2023 regarding acquisition of the Company's own shares
shall expire.
9.
Regarding the determination of the remuneration of the Audit Committee members of the Company.
9.1. 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.
FOR AGAINST
10. Regarding the Report of the Audit Committee of the Company.
10.1. 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 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).
11. Regarding the approval of the terms for granting shares to employees of subsidiary companies.
11.1. To approve that agreements with employees of the Company'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 2024 under which employees of the subsidiaries of the
Company will be granted the right to acquire free of charge up to 50,000 ordinary
registered shares of the Company with the value of EUR 0.29 per share.
11.2. 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
5 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.
FOR AGAINST

_____________________________________________ _________________________

(Name, surname or title of shareholder or it's representative) (signature)

Date ______ [day] __________ [month] 2024

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