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INVL Technology Proxy Solicitation & Information Statement 2021

Apr 29, 2021

2265_rns_2021-04-29_e61ff5cf-6975-413a-bfed-01b0a69f49fc.pdf

Proxy Solicitation & Information Statement

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INL TECHNOLOGY

RECOMMENDATION

15 April 2021

Vilnius

The Investment Committee of INVL Technology (hereinafter 'the Company'), having regard to the provisions of the Articles of Association of the Company and taking account of the issues of amendments to the Articles of Association, the draft distribution of profit/loss of the Company and the issue of changing the Company's depository service provider, which are submitted to the Ordinary General Meeting of Shareholders of the Company of 29 April 2021 for discussion, informs that:

  1. The decision on the distribution of profit/loss of the Company has been drawn up with account of:

a. the requirements of Art. 59 of the Law on Companies of the Republic of Lithuania concerning the formation of the legal reserve and the portion of profit allocated to the legal reserve for the acquisition of own shares;
b. the requirements met for the allocation of profit, as provided for in the Dividend Payment Policy of the Company;
c. the fact that no adverse effects on the activities of the Company are envisaged in 2021.

  1. The decision on the amendment of the Articles of Association of the Company will have no adverse effect on the financial situation of the Company or the shareholders and will not restrict the shareholders' rights or establish new duties. The Articles of Association of the Company are also amended to comply with the legal requirements applicable to the Company, i. y. to form the Company's supervisory body - the Supervisory Board. The amendment to the Articles of Association also provides for the right of the Company to acquire its own shares in order to reduce the difference between their price and the Company's net asset value, which arises (or may arise) at the trading venue where the Company's shares are traded (thus creating an additional measure to ensure the interests of the Company's shareholders, allowing to use the Company's funds to ensure that the Company's share price optimally corresponds to the amount of its equity).

  2. The decision to change the depository services agreement of the Company's by changing the depository services provider was been made in order to improve the Company's operations and optimize the Company's operating costs. The depository services are mandatory to the Company according to applicable legal acts.

  3. Acting on behalf of INVL Asset Management, UAB, the Investment Committee recommends that the shareholders of the Company (a) approve the draft decision on the distribution of profit/loss of the Company, (b) the amendments to the Articles of Association of the Company, and (c) approve the depository services agreement changing the depository services provider at the Ordinary General Meeting of Shareholders of the Company to take place on 29 April 2021.

INVL Technology

On behalf of the Investment Committee

Kazimieras Tonkūnas

INVL Asset Management, UAB

Gynějų Str. 14, LT-01109 Vilnius

Phone 8 700 55 959

Fax: 8 5 279 06 02

Email. [email protected]

www.invl.com

Company registration number: 126263073

VAT identification number: LT100001948717

Settlement account LT287044060003934981

SEB Bankas, AB, bank code 70440

Register Manager State Enterprise Centre of Registers