INVL Technology — Proxy Solicitation & Information Statement 2015

Jan 7, 2015

INVL Technology

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Technology

General Shareholders Meeting

to be held on 2 February 2015

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. Regarding approval of the reorganization of the joint stock company INVL Technology and regarding approval of the terms of reorganization.
2. Regarding approval of the Articles of Association of the company operating after the reorganization.
3. Regarding formation of the Audit Committee of the company operating after the reorganization, regarding approval of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization, regarding election of the members of the Audit Committee of the company operating after the reorganization and regarding approval of the remuneration for the independent member of the Audit Committee.

Please circle the chosen version: „FOR“, „AGAINST“.

Draft resolutions:
1. Regarding approval of the reorganization of the joint stock company INVL Technology and regarding approval of the terms of reorganization.
1.1. According to Article 2,97 Part 3 of the Civil Code of the Republic of Lithuania, to reorganize the public joint-stock company INVL Technology by a way of merger, merging the company to the public joint-stock company BAIP grupe (code 300893533), which will take over all the rights and duties, including the name of INVL Technology and continues to operate under the new name - the public joint-stock company INVL Technology.	FOR	AGAINST
1.2. To approve the reorganization terms of the public joint - stock company INVL Technology and the public joint - stock company BAIP grupe (the drawn - up reorganization terms of the public joint - stock company INVL Technology and the public joint - stock company BAIP grupe (dated on 23 December 2014) was publicly announced on 30 December 2014. Register of Legal Entities published information about received terms of reorganization on 30 December 2014).	FOR	AGAINST
2. Regarding approval of the Articles of Association of the company operating after the reorganization.
2.1. To approve the Articles of Association of the public joint-stock company BAIP grupe (code 300893533), which continues to operate after the reorganization under the new name INVL Technology.	FOR	AGAINST
2.2. To authorize Kazimieras Tonkunas to sign the new wording of the Articles of Association of the public joint-stock company BAIP grupe (code 300893533), which continues to operate after the reorganization under the new name INVL Technology.	FOR	AGAINST
3. Regarding formation of the Audit Committee of the company operating after the reorganization, regarding approval of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization, regarding election of the members of the Audit Committee of the company operating after the reorganization and regarding approval of the remuneration for the independent member of the Audit Committee. According to the fact that, the securities, of the company operating after the reorganization, will be traded on a regulated market of the Republic of Lithuania:

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INVL Technology

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Technology

General Shareholders Meeting

to be held on 2 February 2015

3.1. To form an Audit Committee combining of two members of the company operating after the reorganization.	FOR	AGAINST
3.2. To approve the new wording of the regulations of the formation and activity of the Audit Committee of the company operating after the reorganization.	FOR	AGAINST
3.3. To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of the company operating after the reorganization.	FOR	AGAINST
3.4. For a work in the Audit Committee for the independent member to fix a rate not higher than EUR 145 per hour. To delegate to the Board of the company operating after the reorganization to determine the remuneration payment procedure for the independent member of the Audit Committee.	FOR	AGAINST

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

(signature)

Date __ [day] __ [month] 2015

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