UK Markets close in 8 hrs 6 mins
  • FTSE 100

    7,004.63
    +56.64 (+0.82%)
     
  • FTSE 250

    22,107.84
    -59.30 (-0.27%)
     
  • AIM

    1,232.56
    -3.10 (-0.25%)
     
  • GBP/EUR

    1.1638
    +0.0000 (+0.00%)
     
  • GBP/USD

    1.4057
    -0.0087 (-0.6171%)
     
  • BTC-GBP

    36,307.12
    -4,539.25 (-11.11%)
     
  • CMC Crypto 200

    1,468.19
    -95.64 (-6.12%)
     
  • S&P 500

    4,063.04
    -89.06 (-2.14%)
     
  • DOW

    33,587.66
    -681.50 (-1.99%)
     
  • CRUDE OIL

    65.82
    +0.54 (+0.83%)
     
  • GOLD FUTURES

    1,819.90
    -16.20 (-0.88%)
     
  • NIKKEI 225

    28,147.51
    -461.08 (-1.61%)
     
  • HANG SENG

    28,231.04
    +217.23 (+0.78%)
     
  • DAX

    15,150.22
    +30.47 (+0.20%)
     
  • CAC 40

    6,279.35
    +11.96 (+0.19%)
     

Resolutions of the General Ordinary Shareholders Meeting of INVL Technology

INVL Technology
·8-min read

The resolutions of the General Ordinary Shareholders Meeting of INVL Technology that was held on 29 April 2021:

Draft resolutions of the Meeting:

  1. Presentation of INVL Technology annual report for 2020

1.1. Shareholders of INVL Technology are presented with the annual report of the Company for 2020 (there is no voting on this issue of agenda).

  1. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the INVL Technology

2.1. Shareholders of INVL Technology are presented with the independent auditor's report on the financial statements and annual report of the Company (there is no voting on this issue of agenda).

  1. Regarding the assent to the remuneration report of INVL Technology, as a part of the consolidated annual report of INVL Technology for the year 2020

3.1. To assent to the remuneration report of INVL Technology, as a part of the annual report of INVL Technology for the year 2020 (attached).

  1. Approval of financial statements for 2020 of INVL Technology

4.1. To approve financial statements for 2020 of INVL Technology.

  1. Deciding on profit distribution of INVL Technology

5.1. To distribute profit of the special closed-ended type private equity investment company INVL Technology as follows:

Article

(thousand EUR)

Retained earnings (loss) at the beginning of the financial year of the reporting period (2019);

7,005

Net profit (loss) for the financial year;

4,767

Profit (loss) not recognized in the income statement of the reporting financial year;

-

Transfers from reserves;

-

Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)

-

Distributable profit (loss) in total;

11,772

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.

11,772

6. Presentation of the "INVL Technology" company's competence to adopt "INVL Technology remuneration policy

6.1. Shareholders are acquainted that in accordance with Article 15 of the Law on Alternative Managers of Collective Investment Undertakings of the Republic of Lithuania, INVL Technology is subject to the Remuneration Policy for Employees Making Decisions on Risk Taking prepared by the Management Company and its approval is within the competence of the Management Company of INVL Technology.

6.2. Taking into account the Company's consultations with the Supervisory Authority, INVL Technology infoms that in the future the Management Company will approve changes of the Remuneration Policy for Employees Making Decisions on Risk Taking without a separate approval (decision) of the General Meeting of Shareholders of INVL Technology and will publish the current version of the Management Company's Remuneration Policy for Employees Making Decisions on Risk Taking on the Company's website.

6.3. On 21 December 2020, the Management Company has approved a new wording of the Remuneration Policy for Employees Making Decisions on Risk Taking, which applies to the Company.

6.4. No decision is taken on this item on the agenda.

7. Regarding purchase of own shares of the special closed-ended type private equity investment company INVL Technology

7.1. 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 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 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 INVL Technology;

  3. The period during which INVL Technology may purchase its own shares is 18 months from the day of this resolution;

  4. The maximum and minimal shares acquisition price of INVL Technology: the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price - EUR 0,29;

  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 by the decision of the Board of the Management Company granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, or sold by the decision of the Management Company on condition the minimum sale price of own shares shall be equal to the last net asset value 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.

8. Regarding the formation of the Supervisory Board of INVL Technology and the election of members of the Supervisory Board

8.1. Pursuant to Article 19(2) of the Law on Companies of the Republic of Lithuania, to form a collegial supervisory body of INVL Technology - the Supervisory Board, and to elect the following persons as its members for a term of 4 (four) years:

1) Audrius Matikiūnas (personal code and place of residence undisclosed);

2) Indrė Mišeikytė (personal code and place of residence undisclosed);

3) Gintaras Rutkauskas (independent member) (personal code and place of residence withheld).

8.2. The members of the Supervisory Board will be able to take up their duties only after (i) their nominations are approved by the Bank of Lithuania, (ii) the amended Articles of Association of the Company are entered in the Register of Legal Entities of State Enterprise Centre of Registers and (iii) the amendments thereto are approved by the Bank of Lithuania.

8.3. To authorise the Management Company of INVL Technology to sign, deliver and collect any and all documents and perform all necessary actions in connection with the present Decision.

9. Regarding the approval of INVL Technology Supervisory Board remuneration policy

9.1. In accordance with Article 37(3) of the Law on Companies of the Republic of Lithuania, to approve of INVL Technology Supervisory Board remuneration policy

9.2. It should be noted that the Remuneration Policy for Employees Making Decisions on Risk Taking approved by the Board of the Management Company shall remain in force and shall be applied by INVL technology.

10. Regarding the determination of the remuneration of the independent member of the Supervisory Board of INVL Technology

10.1. To set the hourly remuneration of the elected independent member of the Supervisory Board of INVL Technology at EUR 145 per hour (before taxes) for his/her service on the Supervisory Board of INVL Technology.

11. Regarding the amendment of the Articles of Association of INVL Technology, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association

11.1. In light of the decisions of this General Meeting of Shareholders on item 8 of the agenda, to approve a new version of the Company's Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association).

11.2. To authorise Kazimieras Tonkūnas (with the right to sub-delegate) to sign the new wording of the Company's Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.

12. Regarding the approval of the new wording of the Policy for INVL Technology Transactions with Related Parties

12.1. In view of the decision of this General Meeting of Shareholders on item 9 of the agenda and in accordance with Article 32(1)(3) of the Law on Companies of the Republic of Lithuania, to approve of a new wording of the Policy for Transactions with Related Parties.

13. Regarding the election of members of the Audit Committee of INVL Technology

13.1. In view of the fact that the term of office of the members of the Audit Committee of INVL Technology expires in 2021, Dangute Pranckėnienė (independent member) and Tomas Bubinas (independent member) shall be elected to the Audit Committee of INVL Technology for a new 4 (four)-year term.

14. Regarding the Report of the Audit Committee of INVL Technology

14.1. In accordance with the rules of procedure of the Audit Committee of INVL Technology (approved on 27 April 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders are hereby briefed on the activity report of the Audit Committee of INVL technology (attached)(no decision is taken on this item of the agenda).

15. Deciding on termination of the depository service agreement between INVL Technology and AB SEB bankas and conclusion of a new depository service agreement with AB Šiaulių bankas.

15.1. To change the Company's depository service provider from AB SEB bankas (code - 112021238) to AB Šiaulių bankas (code - 112025254).

15.2. To terminate (or otherwise terminate) the Company's depository service agreement with AB SEB bankas (code - 112021238).

15.3. To conclude a new depository services agreement of the Company with AB Šiaulių bankas (code – 112025254) (draft agreement is attached).

15.4. To apply to the Bank of Lithuania for the permission to change the depository service provider of the Company, stating that the decision to change the depository service provider of the Company is effective only with the consent of the Bank of Lithuania.

The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt

Attachments