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INVL Technology

Pre-Annual General Meeting Information Mar 19, 2015

2265_dva_2015-03-19_5fab8fa1-f056-429d-9832-545cbb07d42a.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 – ……………………

Number of votes owned – ………………………..

The agenda includes:

  • 1) An increase of the authorized capital of the public joint-stock company INVL Technology. The class, the amount, the par value, the minimal issue price and the payment for the issued shares.
  • 2) The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Technology.
  • 3) The changes of the Articles of Association's and approval of the new edition of the public joint-stock company INVL Technology.
  • 4) Regarding application for a license of the closed-end investment company.
  • 5) Regarding a tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.

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

Draft resolutions:
1.An increase of the authorized capital of the public joint-stock company INVL Technology. The
class, the amount, the par value, the minimal issue price and the payment for the issued shares.
To increase the authorized capital of the public joint-stock company INVL Technology
with additional contributions from EUR 1 773 267,06 to EUR 5 800 000 (the authorized
capital will be increased by EUR 4 026 732,94).
The authorized capital of the public joint-stock company INVL Technology will be
increased by additionally issuing 13 885 286 ordinary registered shares of EUR 0.29 par
value each.
The minimal issue price of each newly issued share is EUR 1.56, payment for the
shares - by cash contributions.
The minimal issue price of each newly issued share is EUR 1.56, which is set according
to:
1)
At the end of 2014, according to the unaudited data, companies managed by
the public joint-stock company INVL Technology were valued at EUR 9.75
million and book value of the public joint-stock company INVL Technology per
single ordinary registered share amounted to EUR 1.60;
FOR AGAINST
2)
Starting from the moment when the shares of the reorganised public joint
stock
company INVL Technology were included into NASDAQ Vilnius trading
lists (on 3 June, 2014) until 18 March, 2015, the weighted recalculated average
price of the share of the public joint-stock companyINVL Technology,
continuing operations after the Reorganisation, amounted to EUR 1.47.
If not all the newly issued shares are subscribed within the period intended for
subscription, the authorised capital of the Company will be increased by the total par
value of the subscribed shares. In this case, the Board of the public joint-stock
company INVL Technology should change the authorized capital and the number of
shares in the Articles of Association of the Company accordingly and submit changed
Articles of Association to the Register of Legal Entities.

Continued on the next page

The beginning of the voting bulletin is on the previous page

2. The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of
the public joint-stock company INVL Technology.
Taking into consideration that newly issued shares of the public joint-stock company
INVL Technology will be offered publicly according to the rules set by the Law of
Securities of the Republic of Lithuania, to withdraw the pre-emptive right of Company's
shareholders to acquire newly issued ordinary registered.
FOR AGAINST
Rules of subscription for the new shares and subscription period of the newly issued
shares will be specified in the publicly published Prospectus of the public joint–stock
company INVL Technology.
3. The changes of the Articles of Association's and approval of the new edition of the public joint
stock company INVL Technology.
According to the decision part 1 of the General Shareholders Meeting and current issue
of the Law on Companies of the Republic of Lithuania No. VIII-1835 adopted on 13 July
2000, to approve the new edition of the Articles of Association of the public joint-stock
company INVL Technology by changing the whole text of the Statute.
FOR AGAINST
To authorize Kazimieras Tonkunas, the director of the public joint-stock company INVL
Technology, to sign the new edition of the Articles of Association.
4. Regarding application for a license of the closed-end investment company.
Seeking to ensure that the shareholders of INVL Technology, who do not support the
proposed resolution on this question of the agenda, have the possibility to sell their
shares, shareholders who will vote "for" the resolutions on this item of the agenda, will
have to announce a tender offer to buy remaining shares of public-joint stock company
INVL Technology (one or several shareholders will have the right to fulfil this duty for
the other shareholders). To reorganize the activity of the public joint-stock company
INVL Technology so it would operate as the closed-end investment company under the
Law of the Republic of Lithuania on Collective Investment Undertakings. To authorize
the Board of the public joint-stock company INVL Technology:
1)
To apply to the Bank of Lithuania for obtaining the license of the closed-end
investment company by INVL Technology.
FOR AGAINST
2)
To prepare the draft of the Articles of Association of the closed-end investment
company INVL Technology and the other required documents in order to obtain
the license of the closed-end investment company.
3)
To prepare the draft of the Management Agreement with Finasta Asset
Management, UAB (company code 126263073) for transfer of management of
the closed-end investment company INVL Technology.
4)
To negotiate with the potential custodians (depositories) of the closed-end
investment company INVL Technology and prepare the draft of the contract
with the depository. The key condition of the agreement is that the expenses
for custody should not exceed 0.1 per cent of the annual net asset value of the
closed-end investment company INVL Technology.
5)
To perform other mandatory actions to obtain the closed-end investment
company license for the INVL Technology.

Continued on the next page

The beginning of the voting bulletin is on the previous page

5. Regarding a tender offer to purchase the ordinary registered shares of the public joint-stock company INVL Technology.

Seeking to ensure the right of INVL Technology shareholders, who did not vote or
voted "against" the 4th item on the agenda to sell their shares, shareholders, who voted
"for" the resolutions of 4th item of the agenda within one month from the General
Shareholders Meeting will have to announce a voluntary tender offer to purchase the
rest of the ordinary registered shares of the public joint-stock company INVL
Technology (one or several shareholders will have the right to fulfil this duty for the
other shareholders).
FOR AGAINST
Only the shareholders who did not vote or voted "against" the 4th item of the agenda

will have the right to sell their shares during the tender offer

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

Date ______ [day] __________ [month] 2015

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