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INVL Technology

Pre-Annual General Meeting Information Apr 5, 2019

2265_agm-r_2019-04-05_9efd9ded-cedd-4be6-9d35-0ddf078732e0.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 and votes owned – ……………………

The agenda includes:

  1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2018

  2. Presentation of the independent auditor's report on the financial statements of the special closed-ended type private capital investment company INVL Technology

  3. Approval of financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology

  4. Resolution regarding profit distribution of the special closed-ended type private capital investment company INVL Technology

  5. Resolution regarding the change of the Articles of Association and approval of the new wording of the

Articles of Association of the special closed-ended type private capital investment company INVL Technology 6. Resolution regarding purchase of own shares of the special closed-ended type private capital investment company INVL Technology

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

Draft resolutions:

1. Presentation of the special closed-ended type private capital investment company INVL Technology annual report for 2018

Shareholders of INVL Technology are presented with the annual report of the Company for 2018 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor's report on the financial statements of the special closed-ended type private capital investment company INVL Technology.

Shareholders of the special closed-ended type private capital investment company INVL Technology are presented with the independent auditor's report on the financial statements and consolidated annual report of the Company (there is no voting on this issue of agenda).

3. Approval of financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology.

To approve the financial statements for 2018 of the special closed-ended type private capital investment company INVL Technology. FOR AGAINST

continued on the next page

4. Resolution regarding profit distribution of the special closed-ended type private capital investment company INVL Technology

To distribute the profit (loss) of the special closed-ended type private capital investment company INVL Technology as follows: Article (thousand EUR) 1 Retained earnings (loss) at the beginning of the financial year of the reporting period; 1,859 2 Net profit (loss) for the financial year; 4,213 3 Profit (loss) not recognized in the income statement of the reporting financial year; -

4 Transfers from reserves; -
5 Shareholders contribution to cover loss -
6 Distributable profit (loss) in total at the end of the reporting
period;
6,072 FOR AGAINST
7 Profit distribution: -
7.1 Profit transfers to the legal reserves; -
7.2 Profit transfers to the reserves for own shares acquisition -
7.3 Profit transfers to other reserves; -
7.4 Profit to be paid as dividends; -
7.5 Profit to be paid as annual payments (bonus) and for other
purposes;
-
8 Retained earnings (loss) at the end of the financial year,
transfered to the next financial year.
6,072

5. Resolution regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-ended type private capital investment company INVL Technology

1.In accordance with the Law on Companies of the Republic of Lithuania, the Law of the
Republic of Lithuania on Collective Investment Undertakings, to approve the new wording
of Articles of Association of the special closed-ended type private capital investment
company INVL Technology (attached), replacing the entire text of
the Articles of
Association (without separately approving the amendment of each clause of the Articles of
Association).
2.Taking into account that provisions of a part 5 of the Article 76 of the Law of the Republic
of Lithuania on Collective Investment Undertakings permits to register the amendments to
the Articles of Association of the closed-end investment companies at the Register of
Legal Entities only after they are approved by the supervisory authority, to instruct the
management company to apply to the Bank of Lithuania in accordance with the procedure
established by legal acts for approval of the amendments to the Articles of Association of
the Company. In case the Bank of Lithuania does not approve a part of the amendments
made in the Articles of Association of the Company, to instruct the Management Company
to amend the wording of the Articles of Association approved by the decision of this
General Shareholders Meeting, leaving both the provisions of the old version of the
Articles of Association in force, the approval of which wasn't received by the Bank of
Lithuania, and provisions of the new wording that has been approved by the Bank of
Lithuania.
FOR AGAINST
3.To authorise Kazimieras Tonkūnas to sign the new wording of the Articles of Association
or the Management Company's amended version of the Articles of Association of the
special closed-ended type private capital investment company INVL Technology

6. Resolution regarding purchase of own shares of the special closed-ended type private capital
investment company INVL Technology.
Until the day of the General Shareholders meeting the reserve for the purchase of own
shares which is equal to EUR 9,800 thousand is not used.
To authorise the Management Company to use the formed reserve (or the part of it) for the
purchase of own shares and to purchase shares in the special closed-ended type private
capital investment company INVL Technology by the rules mentioned below:
1.The goal for the purchase of own shares - discount reduction between the net asset
value and the market share price of the special closed-ended type private capital
investment company INVL Technology and the possibility to sell its shares to the
shareholders;
2.The maximum number of shares to be acquired could not exceed 1/10 of the authorised
capital of of the special closed-ended type private capital investment company INVL
Technology or 1,217,532 units of shares in the Company;
3.The period during which the special closed-ended type real estate investment company
INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this
resolution;
4.The maximum and minimal shares acquisition price of the special closed-ended type
private capital investment company INVL Technology: the maximum one share acquisition
price – the last announced net asset value per share, the minimal one share acquisition
price - EUR 0.50;
AGAINST
5.The conditions of the selling of the purchased shares and minimal sale price: the
acquired own shares may be annulled by the decision of the General Shareholders
Meeting or sold by the decision of the Management Company on condition the minimum
sale price of own shares shall be equal to the price at which they were acquired and the
procedure of selling the shares shall ensure equal opportunities for all shareholders to
acquire the said shares;
6.The Management Company is delegated on the basis of this resolution and the Law on
Companies of the Republic of Lithuania to organise purchase and sale of own shares, to
organise purchase and selling procedure of own shares and to determine an 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.

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

_______________________________________________

______________

Date ______ [day] __________ [month] 2019

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