Convocation of the General Extraordinary 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
Extraordinary Shareholders Meeting (hereinafter – “the
Meeting”) is to be held on 6 June 2023.
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 09:00 a.m.
(registration starts at 08:30 a.m.).
The Meeting’s accounting day 30 May 2023 (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 12,068,547 units.
Agenda of the Meeting:
1. Regarding the approval of the terms of share
options.
Draft resolutions of the
Meeting:
1. Regarding the approval of the terms of share
options.
1.1. To approve that option 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 2023 under which employees of the
subsidiaries of the Company by 30 June 2026 and according to the
procedure and time-limits prescribed by the option agreements will
be granted the right to acquire free of charge up to 27,500
ordinary registered shares of the Company with the value of EUR
0.29 per share.
1.2. 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 10 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 28 April 2023 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 at a meeting on 6 June on
approving the terms and conditions of stock options for employees
of the businesses it owns.
Proposals submitted to the extraordinary general
meeting of INVL Technology’s shareholders envisage the signing of
option agreements with employees of the company’s subsidiaries in
2023, on the basis of which the employees would obtain the right to
acquire up to 27,500 shares in INVL Technology free of charge by 30
June 2026 in accordance with the terms and procedures set out in
the option agreements.
As the employees of the subsidiaries are being
given the right to acquire INVL Technology shares free of charge
(they do not have to pay for the shares), it is proposed
stipulating that, when employees of subsidiaries acquire the
ownership of INVL Technology shares, their companies shall
compensate INVL Technology for the cost of acquiring those
shares.
INVL Technology owns the cybersecurity company
NRD Cyber Security, the Novian software services and IT
infrastructure group, and, in the area of business climate
improvement and e-governance, the NRD Companies businesses.
INVL Technology is a closed-end investment
company traded on the secondary list of the Nasdaq Vilnius stock
exchange (INC1L). It is managed by INVL Asset Management. INVL
Technology’s investments will be realised by 14 July 2026, the
proceeds will be paid out to shareholders, and the fund will wind
down.
The person authorized to provide additional
information:Kazimieras TonkūnasINVL Technology Managing
PartnerE-mail k.tonkunas@invltechnology.lt
Invl Technology Ab (LSE:0R60)
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