Pre-Annual General Meeting Information • Apr 6, 2023
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 – ……………………
Please circle the chosen version: "FOR", "AGAINST".
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
5.1. To approve the stand-alone financial statements for 2022 of the Company. FOR AGAINST
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| 6. Deciding on profit distribution of the Company |
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| 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 |
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| 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). |
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| 8. Regarding the purchase of own shares of the Company |
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| 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
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| 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. |
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| 9. Regarding the approval of the new wording of the INVL Technology Policy on Transactions with Related Parties |
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| 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). |
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_____________________________________________ _________________________
(Name, surname or title of shareholder or it's representative) (signature)
Date ______ [day] __________ [month] 2023
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