Convocation of the General Extraordinary Shareholders Meeting of
INVL Technology and draft resolutions on agenda issue
Special closed-ended 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 INVL Asset Management, UAB
(hereinafter – the Management Company), the
General Extraordinary Shareholders Meeting (hereinafter –
the Meeting) is to be held on 21 October 2024.
The place of the Meeting: the office of Company,
the address Gyneju str. 14, Vilnius.
The Meeting will start at 09:00 a.m.
(registration starts at 08:45 a.m.).
The Meeting’s accounting day 14 October 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 shares of the Company is
12,175,321 units shares; the number of shares giving the right to
vote at the general meeting of shareholders is 11,989,855 units
shares.
Agenda of the Meeting:
1. Regarding the election of an auditor to carry
out the audit of the annual financial statements and setting
conditions of payment for audit services.
Draft resolutions of the
Meeting:
1. Regarding the election of an auditor
to carry out the audit of the annual financial statements and
setting conditions of payment for audit services.
Considering that PricewaterhouseCoopers, UAB has audited the
Company for 10 years and, in accordance with the requirements of
Regulation (EU) No. 537/2014 of the European Parliament and of the
Council, can no longer continue to provide audit services, it is
decided to:
1.1. Based on the results of the Company’s
surveys of audit firms and the recommendation provided by the audit
committee, to appoint BDO Auditas ir Apskaita, UAB, as the
Company’s audit firm for the audit of the Company's annual
financial statements for the years 2024, 2025, and 2026, and for
the assessment of the Company's management reports.
1.2. To authorize the person appointed by the
Management Company to sign the audit services contract, according
to which the payment for the audit of the financial statements for
the three financial years and the evaluation of the management
reports will be the price agreed by the parties, but not exceeding
52,500 euros (excluding VAT) for the entire three-year period.
1.3. To stipulate that the Board of the
Management Company reserves the right to increase the remuneration
of the audit company by no more than 25 percent of the total
remuneration approved by this decision if the scope of audit work
changes significantly.
The documents related to the agenda, draft
resolutions on every item of the agenda, documents that have to be
submitted to the General 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 submitting draft
resolution on every additional item of 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). Proposal to supplement the agenda is
submitted 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
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 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 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 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 following
alternatives:
__________
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 properly completed and are received before the start of the
General Meeting of Shareholders.
__________
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 21 October 2024 to the address Gyneju
str. 14 in Vilnius, to the Company’s Meeting.
The person authorized to provide additional information:
INVL Technology Managing Partner
Kazimieras Tonkūnas
E-mail k.tonkunas@invltechnology.lt
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