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, identification code 300893533,
the registered address Gyneju str. 14 Vilnius, Lithuania
(hereinafter – “the Company” or “INVL
Technology”), informs that on the initiative and decision
of management company UAB „INVL Asset Management“ (hereinafter –
“the Management Company“) the
General Extraordinary Shareholders Meeting (hereinafter-
“the Meeting”) is to be held on 28 October
2021.
The place of the Meeting: the office of INVL
Technology, the address Gyneju str. 14, Vilnius.
With continued uncertainty around the
status of the COVID-19 pandemic and prevailing restrictions in
place the management of the Company strongly urges the shareholders
of the Company to exercise the right to vote on the issues on the
agenda of the Meeting by submitting duly completed general ballot
papers to the Company. More information on the rights and
obligations of shareholders is provided at the end of this
notice.
The Meeting will start at 8:30 a.m.
(registration starts at 8.00 a.m.).
The Meeting’s accounting day 21 October 2021
(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 amount of the shares of the Company
and the amount of shares granting voting rights during the
Extraordinary General Shareholders Meeting is the same and amounts
to 12,175,321 units.
Agenda of the Meeting:
1. Regarding approval of the terms of share
options.
1. Regarding approval of the terms of
share options
1.1. In 2021, employees of subsidiaries of
SUTPKIB INVL Technology (Company Reg. No. 300893533, hereinafter
the Company) (companies of which more than 2/3 of the shares are
owned by the Company by right of ownership) are proposed to
conclude option agreements, under which employees of the
subsidiaries of the Company, by 31 January 2025 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 40,000
ordinary registered shares of the Company with the par 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), 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.
1.3. To approve the conclusion of option
agreements with employees of the subsidiaries listed below, which
agreements shall provide for the following:
1.3.1. To grant employees of UAB NRD CS (Company
Reg. No. 303115085) the right to acquire free of charge in 2027 up
to 10% of the shares of UAB NRD CS (including shares for which
option agreements are concluded before this decision is made);
1.3.2. To grant employees of NRD Companies AS
(Company Reg. No. 921985290) and its subsidiaries the right to
acquire free of charge in 2027 up to 10% of the shares of NRD
Companies AS.
1.3.3. To grant employees of UAB Novian (Company
Reg. No. 121998756) and its subsidiaries the right to acquire free
of charge in 2027 up to 10% of the shares of UAB Novian.
The documents related to the agenda, draft
resolutions on every item of the agenda, documents that have to be
submitted to the General Extraordinary 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. With continued uncertainty around the
status of the COVID-19 pandemic and prevailing restrictions of the
Republic of Lithuania, we invite the Company's shareholders to give
priority to getting acquainted with the information provided in the
"For investors" section of the Company's website. 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, than 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.
The Company is not providing the possibility to
attend and vote at the Meeting through electronic means of
communication.
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.
With continued uncertainty around the
status of the COVID-19 pandemic and prevailing restrictions in
place the the management of the Company strongly urges the
shareholders of the Company to exercise the right to vote on the
issues on the agenda of the Meeting by submitting duly completed
general ballot papers to the Company. All alternatives for
participation in the Meeting:
__________
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 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 October 2021 to the address Gyneju
str. 14 in Vilnius, to the Company’s Meeting.
We stress that safety recommendations must be
followed by shareholder regarding the use of safety measures and
maintaining distance.
The person authorized to provide additional
information:Kazimieras TonkūnasINVL Technology Managing
PartnerE-mail k.tonkunas@invltechnology.lt
- INVL Technology_General Voting bulletin
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