INVL Technology - Notification on material event

Convocation of the Shareholders Meeting of INVL Technology and draft resolutions

Vilnius, Lithuania, 2015-01-07 07:37 CET (GLOBE NEWSWIRE) -- On the initiative
and decision of the Management Board of INVL Technology the General
Shareholders Meeting of INVL Technology, AB (identification code 303299817, the
registered address Kalvariju str. 11A-20, Vilnius, Lithuania) is to be held on
2 February 2015 at 8:30 a.m. in the office of Invalda LT (Seimyniskiu str. 1,
Vilnius). 
Registration of the shareholders will start at 8:00 a.m.
Only the persons who are the shareholders of the Company at the end of the
accounting day of the General Shareholders Meeting (26 January 2015) are
entitled to participate and to vote at the General Shareholders meeting. 

The agenda of the General Shareholders Meeting of INVL Technology, AB includes:
1. Regarding approval of the reorganization of the joint stock company INVL
Technology and regarding approval of the terms of reorganization. 
2. Regarding approval of the Articles of Association of the company operating
after the reorganization. 
3. Regarding formation of the Audit Committee of the company operating after
the reorganization, regarding approval of the regulations of the formation and
activity of the Audit Committee of the company operating after the
reorganization, regarding election of the members of the Audit Committee of the
company operating after the reorganization and regarding approval of the
remuneration for the independent member of the Audit Committee. 

The draft resolutions of the General Shareholders meeting of INVL Technology:
1. Regarding approval of the reorganization of the joint stock company INVL
Technology and regarding approval of the terms of reorganization. 
1.1. According to Article 2,97 Part 3 of the Civil Code of the Republic of
Lithuania, to reorganize the public joint-stock company INVL Technology by a
way of merger, merging the company to the public joint-stock company BAIP grupe
(code 300893533), which will take over all the rights and duties, including the
name of INVL Technology and continues to operate under the new name - the
public joint-stock company INVL Technology. 
1.2. To approve the reorganization terms of the public joint - stock company
INVL Technology and the public joint - stock company BAIP grupe (the drawn - up
reorganization terms of the public joint - stock company INVL Technology and
the public joint - stock company BAIP grupe (dated on 23 December 2014) was
publicly announced on 30 December 2014. Register of Legal Entities published
information about received terms of reorganization on 30 December 2014). 

2.Regarding approval of the Articles of Association of the company operating
after the reorganization. 
2.1. To approve the Articles of Association of the public joint-stock company
BAIP grupe (code 300893533), which continues to operate after the
reorganization under the new name INVL Technology (attached). 
2.2. To authorize  Kazimieras Tonkunas to sign the new wording of the Articles
of Association of the public joint-stock company BAIP grupe (code 300893533),
which continues to operate after the reorganization under the new name INVL
Technology. 

3. Regarding formation of the Audit Committee of the company operating after
the reorganization, regarding approval of the regulations of the formation and
activity of the Audit Committee of the company operating after the
reorganization, regarding election of the members of the Audit Committee of the
company operating after the reorganization and regarding approval of the
remuneration for the independent member of the Audit Committee. 
According to the fact that, the securities, of the company operating after the
reorganization, will be traded on a regulated market of the Republic of
Lithuania: 
3.1. To form an Audit Committee combining of two members of the company
operating after the reorganization. 
3.2. To approve the new wording of the regulations of the formation and
activity of the Audit Committee of the company operating after the
reorganization (attached). 
3.3. To elect Danute Kadanaite and Tomas Bubinas (independent member) to the
Audit Committee of the company operating after the reorganization. 
3.4. For a work in the Audit Committee for the independent member to fix a rate
not higher than EUR 145 per hour. To delegate to the Board of the company
operating after the reorganization to determine the remuneration payment
procedure for the independent member of the Audit Committee. 

The proposed reorganization terms as well as annexes of the public joint -
stock company INVL Technology and the public joint - stock company BAIP grupe
is provided in the announcement of the material event 24 December 2014. 

The documents related to the agenda, draft resolutions on every item of agenda,
documents what have to be submitted to the General Shareholders Meeting and
other information related to realization of shareholders rights are available
at the office of INVL Technology (Seimyniskiu str. 1A, Vilnius, 6 floor) during
working hours. The shareholders are entitled: (i) to propose to supplement the
agenda of the General Shareholders Meeting submitting draft resolution on every
additional item of agenda or, than there is no need to make a decision -
explanation of the shareholder. Proposal to supplement the agenda is submitted
in writing by registered mail or delivered in person against signature. The
agenda is supplemented if the proposal is received no later than 14 before the
General Shareholders Meeting; (ii) to propose draft resolutions on the issues
already included or to be included in the agenda of the General Shareholders
Meeting at any time prior to the date of the General Shareholders meeting (in
writing, by registered mail or delivered in person against signature) or in
writing during the General Shareholders Meeting; (iii) to submit questions to
the Company related to the issues of agenda of the General Shareholders Meeting
in advance but no later than 3 business days prior to the General Shareholders
Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the
right to vote must submit documents confirming personal identity. Each
shareholder may authorize either a natural or a legal person to participate and
to vote on the shareholder's behalf at the General Shareholders Meeting. The
representative has the same rights as his represented shareholder at the
General Shareholders Meeting. The authorized persons must have documents
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 General Shareholders 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 General Shareholders Meeting. The shareholders must inform the
Company about power of attorney issued by means of electronic communications no
later than before the commencement of registration for the General Shareholders
Meeting. The power of attorney issued by means of electronic communications and
notice about it must be written and submitted to the Company by means of
electronic communications. Shareholder or its representative may vote in
writing by filling general voting bulletin, in such a case the requirement to
deliver a personal identity document does not apply. The form of general voting
bulletin is presented at the Company's webpage. If shareholder requests, the
Company shall send the general voting bulletin to the requesting shareholder by
registered mail or shall deliver it in person against signature no later than
10 days prior to the General Shareholders Meeting free of charge. The filled
general voting bulletin must be signed by the shareholder or its authorized
representative. Document confirming the right to vote must be added to the
general voting bulletin if authorized person is voting. The filled general
voting bulletin must be delivered to INVL Technology by registered mail
(address Seimyniskiu str. 1A, LT09312 Vilnius, Lithuania) or in person against
signature no later than before the day of the General Shareholders Meeting. The
Company does not provide opportunities to participate and vote at the meeting
by electronic means. Information related with the convened General Shareholders
Meeting (notice on convocation of General Shareholders Meeting, information
about Company's shares, draft resolution, etc.) are available at Company's
webpage http://www.invltechnology.com . 


         The person authorized to provide additional information:
         Darius Sulnis
         Director
         Phone +370 5279 0601
         E-mail:Darius@InvaldaLT.com

Attachments:

General voting bulletin_INVL Technology.pdf

The draft Articles of Association of INVL Technology.pdf

INVL Technology_Audit Committee Regulations.pdf