Convocation of the General Ordinary Shareholders Meeting of INVL
Technology and draft resolutions on agenda issue
Special closed-end type private equity
investment company INVL Technology, legal entity code 300893533,
the registered address Gyneju Str. 14, Vilnius, Lithuania
(hereinafter – “the Company” or “INVL Technology”),
informs that on the initiative and decision of the management
company UAB “INVL Asset Management” (hereinafter – “the
Management Company”), the General Ordinary Shareholders Meeting
(hereinafter – “the Meeting”) is to be held on 30 April
2024.
The place of the Meeting: the office of the
Company and the Management Company, the address Gyneju Str. 14,
Vilnius.
The Meeting will start at 08:30 a.m.
(registration starts at 08:00 a.m.).
The Meeting’s accounting day 23 April 2024 (the
persons who are shareholders of the Company at the end of
accounting day of the Meeting or authorized persons by them, or the
persons with whom shareholders concluded the agreements on the
disposal of voting right, shall have the right to attend and vote
at the Meeting).
The total number of the Company’s shares is
12,175,321 units. Total voting rights granted by the issued shares
is 12,075,663 units.
Agenda of the Meeting:
- Presentation of the Company’s annual report for 2023.
- Presentation of the independent auditor's report on the
financial statements and annual report of the Company.
- 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
remuneration report.
- Regarding the assent to the remuneration report of the Company,
as a part of the annual report of the Company for the year
2023.
- Approval of the stand-alone financial statements for 2023 of
the Company.
- Deciding on profit distribution of the Company.
- Presentation of the Company‘s Management Company‘s statement on
the share purchase price.
- Regarding the purchase of own shares of the Company.
- Regarding the determination of the remuneration of the Audit
Committee members of the Company.
- Regarding the Report of the Audit Committee of the
Company.
- Regarding the approval of the terms for granting shares to
employees of subsidiary companies.
Draft resolutions of the
Meeting:
1. Presentation of the Company‘s annual
report for 2023.
1.1. Shareholders of the Company are presented
with the annual report of the Company for 2023 (attached) (there is
no voting on this issue of agenda).
2. Presentation of the independent
auditor's report on the financial statements and annual report of
the Company.
2.1. Shareholders of the Company are presented
with the independent auditor's report on the financial statements
and annual report of the Company (attached) (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 remuneration report.
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 remuneration report (attached)
(there is no voting on this issue of agenda).
4. Regarding the assent to the
remuneration report of the Company, as a part of the annual report
of the Company for the year 2023.
4.1. To assent to the remuneration report of the
Company, as a part of the annual report of the Company for the year
2023 (attached).
5. Approval of the stand-alone financial
statements for 2023 of the Company.
5.1. To approve the stand-alone financial
statements for 2023 of the Company.
6. Deciding on profit distribution of
the Company
6.1. To distribute the profit of the Company as
follows:
Article |
(thousand EUR) |
Retained earnings (loss) at the beginning of the financial year of
the reporting period |
16,508 |
Net profit (loss) for the financial year |
5,165 |
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 |
21,673 |
Transfers from reserves |
- |
Distributable profit (loss) in total |
21,673 |
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 |
21,673 |
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 (attached) (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:
- 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;
-
The maximum number of shares to be acquired could not exceed 1/10
of the authorised capital INVL Technology.
-
The period during which INVL Technology may purchase its own shares
is 18 months from the day of this resolution.
-
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.
-
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.
-
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.
8.3. To establish that after
adopting this resolution the resolution of the General Meeting of
Shareholders of 28 April 2023 regarding acquisition of the
Company's own shares shall expire.
9. Regarding the determination of the
remuneration of the Audit Committee members of the
Company.
9.1. 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.
10. Regarding the Report of the Audit
Committee of the Company.
10.1. In accordance with the rules of procedure
of the Audit Committee of the Company (approved on 28 April 2023 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 the Company (attached) (no decision is taken on
this item of the agenda).
11. Regarding the
approval of the terms for granting shares to employees of
subsidiary companies.
11.1. To approve that agreements with employees
of the Company’s subsidiaries (companies of which more than 2/3 of
the shares are owned by the Company by right of ownership) would be
concluded in 2024 under which employees of the subsidiaries of the
Company will be granted the right to acquire free of charge up to
50,000 ordinary registered shares of the Company with the value of
EUR 0.29 per share.
11.2. Considering the fact that employees of the
subsidiaries are granted with the right to acquire shares of the
Company free of charge (that is, employees will not pay for the
acquired shares of the Company), to approve than when own shares
acquired by the Company are handed over to employees of the
subsidiaries, the subsidiaries shall, within 5 business days after
their employees acquire the right of ownership to the Company’s
shares, compensate to the Company for the cost of acquisition of
these shares.
The documents related to the agenda, draft
resolutions on every item of the agenda, documents that have to be
submitted to the General Ordinary Shareholders Meeting and other
information related to the realization of shareholders' rights are
published on the Company’s website www.invltechnology.lt section
For investors, and also by prior agreement available at the
premises of the Company, located at Gyneju str. 14, Vilnius
(hereinafter – “the Premises of the Company”)
during working hours. Phone for information +370 5 279 0601.
The shareholders are entitled:
-
- to propose to supplement the agenda
of the Meeting by submitting a draft resolution on every additional
item of the agenda or, then there is no need to make a decision -
explanation of the shareholder (this right is granted to
shareholders who hold shares carrying at least 1/20 of all the
votes). A proposal to supplement the agenda is submitted in writing
sending a proposal by registered mail to the Company at Gyneju str.
14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered
in person to the representative of the Company at the Premises of
the Company on business hours or by sending proposal to the Company
by e-mail info@invltechnology.lt. The agenda is supplemented if the
proposal is received no later than 14 days before the
Meeting. In case the agenda of the Meeting is supplemented,
the Company will report on it no later than 10 days before the
Meeting in the same way as on convening of the Meeting;
- to propose draft resolutions on the
issues already included or to be included in the agenda of the
Meeting at any time prior to the date of the Meeting (in writing,
sending a proposal by registered mail to the Company at Gyneju str.
14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered
in person to the representative of the Company at the Premises of
the Company on business hours or by sending a proposal to the
Company by e-mail info@invltechnology.lt or in writing during the
Meeting (this right is granted to shareholders who hold shares
carrying at least 1/20 of all the votes);
- to submit questions to the Company
related to the issues of the agenda of the Meeting in advance but
no later than 3 business days prior to the Meeting in writing
sending the proposal by registered mail to the Company at Gyneju
str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement,
delivered in person to the representative of the Company at the
Premises of the Company on business hours or by sending a proposal
to the Company by e-mail info@invltechnology.lt. All answers
related to the agenda of the Meeting to questions submitted to the
Company by the shareholders in advance, are submitted in the
Meeting or simultaneously to all shareholders of the Company prior
to the Meeting. The Company reserves the right to answer to those
shareholders of the Company who can be identified and whose
questions are not related to the Company's confidential information
or commercial secrets.
The shareholder participating at the Meeting and
having the right to vote, must submit the documents confirming
personal identity. A person who is not a shareholder shall, in
addition to this document, submit a document confirming the right
to vote at the Meeting. The requirement to provide the documents
confirming personal identity does not apply when voting in writing
by filling in a general ballot paper.
Each shareholder may authorize either a natural
or a legal person to participate and to vote on the shareholder's
behalf at the Meeting. An authorised person has the same rights as
his represented shareholder at the Meeting unless the authorized
person's rights are limited by the power of attorney or by the law.
The authorized persons must have the document confirming their
personal identity and power of attorney approved in the manner
specified by law which must be submitted to the Company no later
than before the commencement of registration for the Meeting. The
Company does not establish special form of the power of attorney. A
power of attorney issued by a natural person must be certified by a
notary. A power of attorney issued in a foreign state must be
translated into Lithuanian and legalised in the manner established
by law. The persons with whom shareholders concluded the agreements
on the disposal of voting right, also have the right to attend and
vote at the Meeting.
Shareholder is entitled to issue power of
attorney by means of electronic communications for legal or natural
persons to participate and to vote on its behalf at the Meeting. No
notarisation of such authorization is required. The power of
attorney issued through electronic communication means must be
confirmed by the shareholder with a safe electronic signature
developed by safe signature equipment and approved by a qualified
certificate effective in the Republic of Lithuania. The shareholder
shall inform the Company on the power of attorney issued through
the means of electronic communication by e-mail
info@invltechnology.lt not later than on the last business day
before the Meeting. The power of attorney and notification must be
issued in writing and could be sent to the Company by electronic
communication means if the transmitted information is secured and
the shareholder's identity can be identified. By submitting the
notification to the Company, the shareholder shall include the
internet address from which it would be possible to download
software to verify an electronic signature of the shareholder free
of charge.
Shareholders of the Company are urged to use the
right to vote on the issues in the agenda of the Meeting by
submitting properly completed general voting bulletins to the
Company in advance. The form of general voting bulletin is
presented at the Company's webpage www.invltechnology.lt section
For Investors. If shareholder requests, the Company shall send the
general voting bulletin to the requesting shareholder by registered
mail or shall deliver it in person no later than 10 days prior to
the Meeting free of charge. If general voting bulletin is signed by
a person authorized by the shareholder, it should be accompanied by
a document certifying the right to vote.
The Company invites its shareholders who decide
to participate in the Meeting to choose one of the alternatives
presented below:
__________
Alternative No. 1:
A shareholder or person authorised by them
should complete and sign a written voting bulletin and send it to
the Company by e-mail (info@invltechnology.lt) and send the
original bulletin by registered or ordinary post to the address
Gynėjų str. 14, LT-01109 Vilnius. Properly completed written voting
bulletins may be sent by registered or ordinary post to the address
Gynėjų str. 14, LT-01109 Vilnius without submitting a copy to the
e-mail address specified or delivered in person to the Company on
business days at the Company‘s registered address mentioned above .
Along with a bulletin, a document confirming the right to vote must
also be sent. Those voting bulletins shall be deemed valid which
are correctly completed and are received before the start of the
general shareholders meeting.
__________
Alternative No. 2:
A shareholder or person authorised by them
should complete a written voting bulletin, save it on their
computer and sign it with a qualified electronic signature. Send
the written voting bulletin which is properly completed and signed
with a qualified electronic signature to the Company by e-mail
at info@invltechnology.lt.
The Company suggests using the following free
qualified electronic signature systems: Dokobit and GoSign.
__________
Alternative No. 3:
If shareholders of the Company do not have the
possibility to use voting alternatives No. 1 or No. 2, the Company
will provide conditions for the shareholders or persons duly
authorised by them to come on 30 April 2024 to the address Gyneju
str. 14 in Vilnius, to the Company’s Meeting.
Additional information:
The shareholders of INVL Technology, a company
that invests in IT businesses, will vote on procedures for the
acquisition of own shares, the company’s operating results for
2023, and the distribution of profits. The annual general meeting
of the company’s shareholders will be held on 30 April.
The equity and the net asset value of INVL
Technology were EUR 43.53 million at the end of 2023, or EUR 3.6052
per share, and grew 13.7% during the year. The company had a net
profit of EUR 5.17 million last year, which is 2.4 times its 2022
net profit (of EUR 2.11 million). The results for last year were
positively impacted by a EUR 9.95 million increase in the value of
portfolio companies. Provisions for performance and accrued
management fees reduced the result for 2023 by EUR 4.91
million.
It is proposed that at the meeting INVL
Technology shareholders vote in favour of using a previously formed
reserve for the purchase of own shares. In 2015, the company formed
a EUR 9.8 million reserve for that purpose. The aim of acquiring
shares is to fulfil obligations related to stock option programmes
and other share allocations to employees of subsidiaries, and/or to
reduce the company’s authorized capital, annulling acquired own
shares.
It is envisaged that the company could acquire
own shares for up to 10% of the company’s authorized capital, with
a time limit for such acquisitions of 18 months from the date of
the shareholders’ decision. The maximum purchase price per share
would be INVL Technology’s last published net asset value, while
the minimum would be EUR 0.29. Since the acquired shares will not
be sold, no minimum selling price or sale procedure are
stipulated.
INVL Technology owns the cybersecurity company
NRD Cyber Security, the GovTech and FinTech company NRD Companies,
and the Baltic IT company Novian.
In mid-March this year, the company announced
that it had signed an agreement with the Zurich branch of M&A
intermediation service provider Corum Group’s Luxembourg-based unit
Corum Group International, to advise and serve as M&A
intermediary on the sale of the company’s portfolio of
businesses.
INVL Technology, which is managed by INVL Asset
Management, the leading alternative asset manager in the Baltics,
is a closed-end investment company which must exit its investments
no later than mid-July 2026 and distribute the money to
shareholders.
The person authorized to provide additional
information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt
- invltechnologyutib
- 2. Investment Committee recommendation
- 3. Remuneration report_2023
- 4. INVL Asset Management statement
- 5. Audit Committee report_Translation_INVL Technology_2023
- 6. General voting bulletin
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