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The resolutions of the Ordinary General Meeting of INVL Technology held on April 29, 2022:
1. Presentation of the Company’s 2021 annual report
1.1. The shareholders of the Company receive the annual report of the Company for 2021 (attached) (there is no vote on this question on the agenda).
2. Presentation of the independent auditor’s report on the financial statements and the annual report of the Company
2.1. The shareholders of the Company receive the report of the independent auditor on the financial statements and the annual report of the Company (attached) (there is no vote on this question on the agenda).
3. Presentation of the recommendation of the investment committee of the Company on the draft distribution of profits (losses) (including the constitution of the reserve) and the draft remuneration report
3.1. The shareholders of the Company receive the recommendation of the investment committee of the Company on the draft distribution of profits (losses) (including the constitution of the reserve) and the draft remuneration report (attached) (it is not there is no vote on this agenda item).
4. Presentation of feedback and suggestions from the Company’s Supervisory Board on the Company’s 2021 financial statements, draft distribution of earnings, Company’s 2021 annual report, draft compensation policy, also relating to the Board’s activity Board of Directors of the Management Company and of the Company’s Investment Committee, presentation of information on the implementation of the Company’s strategy
4.1. The shareholders of the Company receive the comments and suggestions of the Supervisory Board of the Company on the separate financial statements for 2021 of the Company, the draft distribution of profits (losses), the annual report of the Company for 2021, the draft remuneration policy, as well as concerning the activity of the management company’s board of directors and the company’s investment committee, presentation of information on the implementation of the company’s strategy (attached ) (there was no vote on this agenda item).
5. Regarding the approval of the Company’s remuneration report, in the context of the Company’s annual report for the year 2021
5.1. To approve the remuneration report of the Company, within the framework of the annual report of the Company for the year 2021 (attached).
6. Approval of the Company’s 2021 financial statements
6.1. Approve the separate financial statements for 2021 of the Company.
7. Decide on the distribution of the profits of the Company
7.1. . Distribute the profits of the Company as follows:
|Article||(in thousands of euros)|
|Retained earnings (losses) at the beginning of the year of the reporting period||11,772|
|Net profit (loss) for the year||2,621|
|Profit (loss) not recognized in the income statement of the accounting period||–|
|Shareholder contributions to cover losses||–|
|Distributable profit (loss) at the end of the reporting period||14,393|
|Transfers from reserves||–|
|Total distributable profit (loss)||14,393|
|Distribution of profits:|
|– Transfers of profits to legal reserves||–|
|-Transfer of profits to reserves for acquisition of own shares*||–|
|– Profit transfers to other reserves||–|
|– Profit to be paid in the form of dividends||–|
|– Profit to be paid out in annual installments (bonus) and for other purposes||–|
|Retained earnings (losses) at the end of the year||14,393|
*the reserve is set aside to purchase treasury shares
8. Presentation of the declaration of the Manager of the Company on the purchase price of the shares
8.1. The shareholders of the Company receive the declaration of the management company of the Company on the purchase price of the shares (attached) (there is no vote on this question on the agenda).
9. Regarding the purchase of own shares of the Company
9.1. Authorize the Management Company to use the constituted reserve (or part of it) for the purchase of own shares and after evaluation of the economic viability to purchase shares of the Company according to the rules mentioned below:
I. The objective of purchasing treasury shares – reduction of the discount between the net asset value and the Company’s share price and the possibility of selling its shares to shareholders;
ii. The maximum number of shares to be acquired may not exceed 1/10 of the Company’s share capital;
iii. The period during which the Company may purchase its own shares is 18 months from the date of this resolution;
iv. The maximum and minimum acquisition price of the Company’s shares: the maximum acquisition price of one share – the last net asset value per share announced, the minimum acquisition price of one share – 0.29 USD;
v. The conditions for the sale of shares purchased and minimum sale price: the own shares acquired may be canceled by decision of the General Meeting or sold by decision of the Management Company provided that the minimum sale price of the own shares must be equal at the last net asset value and the procedure for the sale of shares must ensure equal opportunities for all shareholders to acquire said shares;
vi. The management company is delegated on the basis of this resolution and the Company Law of the Republic of Lithuania to organize the purchase and sale of own shares, to organize the procedure for the purchase and sale of shares and to determine a buy and sell order and schedule. of treasury shares as well as the amount of the shares and the price of the shares, and to perform any other actions related to the procedure for the purchase and sale of treasury shares.
10. Concerning the adjustment of payment conditions for audit services
Do not approve to set an additional salary of up to EUR 4,000 per year (VAT will be calculated and paid additionally in accordance with the order established in the legal acts) to the audit company of the Company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual accounts for the years 2021 and 2022 in order to meet the requirements of Articles 3 and 4 of Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council as regards regulatory technical standards on the specification of a single electronic reporting format.
11. Regarding the report of the company’s audit committee
11.1. In accordance with the internal regulations of the Company’s audit committee (approved on April 27, 2017 by decision of the general meeting of shareholders of the Company), shareholders are informed of the activity report of the Company’s audit committee ( attached) (no decision was taken on this agenda item).
12. Regarding Approval of Stock Option Terms
12.1. Approve that option agreements with the employees of the Company’s subsidiaries (companies in which more than 2/3 of the shares are automatically held by the Company) would be entered into in 2022 under the terms of which the employees of the Company’s subsidiaries, by June 30, 2025 and according to the procedure and the deadlines provided for by the option contracts will be granted the right to acquire up to 15,000 ordinary registered shares of the Company free of charge with a nominal value of 0.29 EUR per stock.
12.2. In view of the fact that the employees of the subsidiaries are granted the right to acquire shares of the Company free of charge (i.e. the employees will not pay for the acquired shares of the Company), to approve that when the own shares acquired by the Company are delivered to the employees of the subsidiaries, the subsidiaries must, within 10 working days following the acquisition by their employees of the right of ownership over the shares of the Company, reimburse the Company the cost of acquisition of these actions.
The person authorized to provide additional information:
INVL Technology Managing Partner
E-mail [email protected]