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INVL Technology

Pre-Annual General Meeting Information Apr 6, 2023

2265_agm-r_2023-04-06_a7067df2-7c2e-4b16-ac3f-1d3134207b4e.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 consolidated annual report for 2022.
    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 consolidated annual report of the Company for the year 2022.
    1. Approval of the stand-alone financial statements for 2022 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 approval of the new wording of the INVL Technology Policy on Transactions with Related Parties.
  • 10.Regarding the approval of new wording of the Regulations of the Audit Committee.
  • 11.Regarding the Report of the Audit Committee of the Company.

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

Sprendimų projektai:

1. Presentation of the Company's annual report for 2022

1.1. Shareholders of the Company are presented with the annual report of the Company for 2022 (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 consolidated annual report of the Company for the year 2022

5. Approval of the stand-alone financial statements for 2022 of the Company

5.1. To approve the stand-alone financial statements for 2022 of the Company. FOR AGAINST

Continued on the next page

Beginning of the table is on previous page

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
14,393
Net profit (loss) for the financial year 2,115
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
16,508
Transfers from reserves - FOR AGAINST
Distributable profit (loss) in total 16,508
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
16,508
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 – discount reduction between the net
asset value and the market share price of INVL Technology and the possibility to
sell its shares to the shareholders.
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:
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.
v.
The conditions of the selling of the purchased shares and minimal sale price –
the acquired own shares (any part of them) by the decision of the Management
Company: (i) may be sold – on condition the minimum sale price of own shares
shall be equal to the last net asset value and the procedure of selling the shares
shall ensure equal opportunities for all shareholders to acquire the said shares;
(ii) the employers of subsidiaries enabled to purchase Company's own shares in
accordance with the Rules of Granting Shares. Company's acquired shares (any
part of them) may be cancelled by the decision of the General Meeting of
Shareholders.
AGAINST

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GENERAL VOTING BULLETIN of the special closed-ended type private equity investment company INVL Technology General Ordinary Shareholders Meeting to be held on 28 April 2023

Beginning of the table is on previous page

vi.
The Management Company is delegated on the basis of this resolution and the
Law on Companies of the Republic of Lithuania to organise the purchase and
sale of own shares, to organise the purchase and selling procedure of own
shares, and to determine order and timing for purchase and sale of own shares
as well as the amount of shares and shares' price, and to complete all other
actions related with purchase and sale procedure of own shares.
9.
Regarding the approval of the new wording of the INVL Technology Policy on Transactions with
Related Parties
9.1. Considering the resolution of General Meeting of Shareholders held on 6 February
2023 and amendments to article 37 (2) of the Republic of Lithuania Law on Companies,
to approve a new wording of the INVL Technology Policy on Transactions with Related
Parties.
FOR AGAINST
10. Regarding the approval of new wording of the Regulations of the Audit Committee
10.1. Considering the changes in the Law on Companies regarding the evaluation of
transactions with the Company's related party, the Regulations of the Audit Committee
are updated accordingly. It is proposed to the shareholders of the Company approve the
new wording of the Regulations of the Audit Committee.
FOR AGAINST
11. Regarding the Report of the Audit Committee of the Company
11.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 11 April
2017 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 (no decision is taken on this item of the agenda).

_____________________________________________ _________________________

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

Date ______ [day] __________ [month] 2023

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