Resolutions of the General Extraordinary Shareholders Meeting of INVL Technology
The resolutions of the General Extraordinary Shareholders Meeting (hereinafter - "the Meeting") of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 6 February 2023:
1. Regarding approval of an amendment to stock option terms and conditions.
1.1. To amend section 1.3 of the resolution of the Extraordinary General Meeting of Shareholders of INVL Technology held on 28 October 2021 entitled “Regarding approval of the terms of share options” and reword it to authorise entering into option agreements with employees of the subsidiaries listed below which:
1.1.1. grant employees of UAB NRD CS (company registration number 303115085) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of UAB NRD CS (including shares for which option agreements were entered into before this decision was adopted);
1.1.2. grant employees of NRD Companies AS (company registration number 921985290) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of NRD Companies AS;
1.1.3. grant employees of UAB Novian (company registration number 121998756) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of UAB Novian.
2. Regarding approval of stock option terms and conditions.
2.1. To approve entering into option agreements with employees of the subsidiaries listed below which:
2.1.1. grant employees of UAB FINtime (company registration number 304192355) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 1 percent of the shares of INVL Technology.
3. Regarding the election of an auditor to audit the annual financial statements and terms of payment for the audit services.
3.1. To enter into an agreement with UAB PricewaterhouseCoopers (company registration number 111473315) on an audit of the annual financial statements of INVL Technology for the year 2023, fixing remuneration for the services at EUR 11,500 in one year’s time (value added tax shall be calculated and paid additionally in the manner established by law). The amount of the remuneration for the audit services shall be recalculated (increased) according to the average annual inflation rate published by Statistics Lithuania in April of the current year, calculated on the basis of the Harmonised Index of Consumer Price (HICP). The Board of the Company’s Management Company retains the right, if the scope of the audit work changes significantly, to increase the remuneration of the audit company by no more than 25 percent of the total amount approved by this decision.
4. Presentation of the recommendations of the Company’s Management Company regarding the amendment of stock option terms and conditions, the approval of stock option terms and conditions, new wording of the Articles of Association and the provision of depository services.
4.1. For the information of Shareholders, the recommendations of the Company’s Management Company regarding the amendment of stock options terms and conditions, the approval of stock option terms and conditions, new wording of the Articles of Association and the provision of depository services are provided (see attachment). (No decision is to be made regarding this agenda item.)
5. Regarding the elimination the Supervisory Board and approval of a new version of the Company’s Articles of Association.
5.1. Considering that a new version of the Republic of Lithuania Law on Companies entered into effect on 30 November 2022 and according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading on a regulated market, to eliminate the Company’s collegial body with a supervisory function – the Supervisory Board, to envisage in the Company’s Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new version of the Articles of Association (a draft of which is attached) to replace the full text of the Articles of Association (without additionally approving the amendments to the individual sections of the Articles of Association).
5.2. To authorise Kazimieras Tonkūnas (with the right to redelegate) to sign the new version of the Articles of Association and to registrate it in the manner established by law and by the general meeting of shareholders.
6. Regarding the provision of depository services.
6.1. To revoke the resolutions of the Company’s Shareholders of 29 April 2021 by which it was decided:
6.1.1. to change the Company’s provider of depository services from AB SEB Bankas (company registration number 112021238) to AB Šiaulių Bankas (company registration number 112025254).
6.1.2. to terminate (or otherwise end) the Company’s depository services agreement with AB SEB Bankas (company registration number 112021238).
6.1.3. to enter into a new depository services agreement between the Company and AB Šiaulių Bankas (company registration number 112025254).
6.2. To establish that Depository Services Agreement No. 2016-05 (with all amendments and additions) between the Company and AB SEB Bankas (company registration number 112021238) remains in effect.
6.3. Given that agreement has been reached on a 0.02 percentage-point smaller depository fee, to approve amendment of the Company’s depository services agreement with AB SEB Bankas (attached). To authorise Kazimieras Tonkūnas to sign the amendment to the depositary services agreement on behalf of the Company.
7. Regarding the repeal of the Supervisory Board remuneration policy.
7.1. In light of the draft resolution of this General Meeting of Shareholders on agenda item 5, to recognise that the remuneration policy for the Supervisory Board of the Company is no longer in force.
7.2. Note that the remuneration policy for employees who make decisions on taking risk, which was adopted by the Board of the Management Company, remains in force at INVL Technology and shall further apply (the remuneration policy is published on Company’s website www.invltechnology.lt).
The shareholders of INVL Technology, a company that invests in IT businesses, approved on Monday amended stock option terms and conditions for employees of businesses it owns.
Employees of INVL Technology subsidiaries NRD CS, NRD Companies, and Novian now have a right to acquire, free of charge or for a symbolic price of 1 euro, a maximum of 10% of their company’s shares. The new conditions are the result of a revision of option terms introduced in 2021 under which shares could be acquired only at no cost and only in 2027.
Employees of the company FINtime are now able to acquire up to 1% of the shares of INVL Technology free of charge or for a symbolic price of 1 euro.
“INVL Technology’s companies have had options programmes as an employee incentive measure since 2020. One of the programmes is linked to employees’ personal annual targets, the other to long-term growth in the value of the companies and the creation of a return for shareholders,” says Kazimieras Tonkūnas, INVL Technology’s Managing Partner.
At the meeting of INVL Technology shareholders on 6 February 2023, PricewaterhouseCoopers was selected to audit the company’s 2023 financial statements. Shareholders also approved a proposal to make use of new amendments to the Law on Companies and eliminate the Supervisory Board at the company as well as the remuneration policy for the members of that board, envisaging, however, in a new version of the Articles of Association of INVL Technology, the possibility of forming an Advisory Committee for the company.
Additionally, shareholders approved a proposal to repeal a resolution of the 29 April 2021 meeting of INVL Technology shareholders to change the company’s provider of depository services, and to leave in force the depository services agreement that INVL Technology signed with SEB Bankas in May 2016 due to economically more advantageous terms that it contains.
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 listed on the secondary list of the Nasdaq Vilnius stock exchange (INC1L). It is owned by INVL Asset Management. INVL Technology’s investments will be realised by 14 July 2026, the funds will be paid out to shareholders and the fund will wind down.
The person authorized to provide additional information:
INVL Technology Managing Partner
2. Project of new wording of Articles of Association of INVL Technology