INVL Technology — Proxy Solicitation & Information Statement 2025

Apr 8, 2025

INL

TECHNOLOGY

GENERAL VOTING BULLETIN

of the special closed-ended type private equity

investment company INVL Technology

General Ordinary Shareholders Meeting

to be held on 30 April 2025

Shareholder's name, surname (title) – ……………………

Shareholder's personal code (legal person's code) - ……………………

Number of the shares held and votes owned – ……………………

The agenda includes:

1. Presentation of the Company's annual management report for 2024
2. Presentation of the independent auditor's report on the financial statements and annual management report of the Company
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 information about remuneration.
4. Regarding the assent to the information about remuneration of the Company, as a part of the annual management report of the Company for the year 2024
5. Approval of the stand-alone financial statements for 2024 of the Company
6. Deciding on profit distribution of the Company
7. Presentation of the Company's Management Company's statement on the share purchase price
8. Regarding the purchase of own shares of the Company
9. Presentation of the Report of the Audit Committee of the Company
10. Regarding the election of the Audit Committee members of the Company
11. Regarding the determination of the remuneration of the Audit Committee members of the Company
12. Regarding the approval of new version of Regulations of Audit Committee of the Company

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

Draft resolutions:
1. Presentation of the Company's annual management report for 2024
1.1. Shareholders of the Company are presented with the annual management report of the Company for 2024 (there is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements and annual management report of the Company
2.1. Shareholders of the Company are presented with the independent auditor's report on the financial statements and annual management 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 information about remuneration.
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 information about remuneration (there is no voting on this issue of agenda).
4. Regarding the assent to the information about remuneration of the Company, as a part of the annual management report of the Company for the year 2024
4.1. To assent to the information about remuneration of the Company, as a part of the annual management report of the Company for the year 2024.	FOR	AGAINST
5. Approval of the stand-alone financial statements for 2024 of the Company
5.1. To approve the stand-alone financial statements for 2024 of the Company.	FOR	AGAINST

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INVL

TECHNOLOGY

GENERAL VOTING BULLETIN

of the special closed-ended type private equity

investment company INVL Technology

General Ordinary Shareholders Meeting

to be held on 30 April 2025

Beginning of the table is on previous page

1. Deciding on profit distribution of the Company

6.1. To distribute the profit of the Company as follows:		FOR	AGAINST
Article	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period	21,673
Net profit (loss) for the financial year	8,089
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	29,762
Transfers from reserves	-
Distributable profit (loss) in total	29,762
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	29,762
7. Presentation of the Company's Management Company's statement on the share purchase price
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).
8. Regarding the purchase of own shares of the Company
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 – to meet obligations arising from share option programs, or other allocations of shares, to employees of subsidiary companies and/or to reduce the authorized capital of the Company by cancelling the shares purchased by the Company; 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 selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined. Own shares purchased by INVL Technology can be granted (given the right to purchase them) to the employees of the subsidiary companies by the decision of the Management Company, in accordance with the Rules on granting the shares. The shares acquired by the Company may be cancelled by decision of the General Meeting of Shareholders.		FOR	AGAINST

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INL

TECHNOLOGY

GENERAL VOTING BULLETIN

of the special closed-ended type private equity

investment company INVL Technology

General Ordinary Shareholders Meeting

to be held on 30 April 2025

Beginning of the table is on previous page

vi. The Management Company is delegated on the basis of this resolution, the Law on Companies of the Republic of Lithuania and other legal acts, to make specific decisions regarding the purchase of the Company's own shares, to organize procedure of purchase of own shares, determine the method and procedure for purchase of own shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), timing as well as the amount of shares and shares' price, and to complete all other actions related with purchase procedure of own shares. 8.2. To initiate the reduction of the Company's authorized capital by canceling the shares purchased by the Company, only if the amount of own shares purchased will exceed the amount of shares required to grant shares to the employees of the Company's subsidiaries, by 100,000 units or more of the Company's shares. 8.2. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 April 2024 regarding acquisition of the Company's own shares shall expire.
9. Presentation of the Report of the Audit Committee of the Company
9.1. In accordance with the rules of procedure of the Audit Committee (approved on 28 April 2023 by decision of the General Meeting of Shareholders), the shareholders are hereby briefed on the activity report of the Audit Committee (there is no voting on this issue of agenda).
10. Regarding the election of the Audit Committee members of the Company
10.1. Given that in 2025, the term of office of the members of the Audit Committee of the Company expires, to elect three members: Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas to the Audit Committee of the Company for new 4 (four) years term of office.	FOR	AGAINST
11. Regarding the determination of the remuneration of the Audit Committee members of the Company
11.1. To set the hourly remuneration for each member of the Audit Committee of the Company at EUR 200 per hour (before taxes) for the service on the Audit Committee of the Company. The remuneration is paid for actual hours spent while performing the activities of the Audit Committee member.	FOR	AGAINST
12. Regarding the approval of new version of Regulations of Audit Committee of the Company
12.1. Considering the changes in the Law of the Republic of Lithuania on the Audit of Financial Statements and Other Assurance Services regarding the obligations of the Audit Committee as well as the election of three Audit Committee members for the new term of office, the Regulations of the Audit Committee are updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Regulations of Audit Committee.

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

(signature)

Date __ [day] __ [month] 2025