INVL Technology - Notification on material event

Convocation of an extraordinary general meeting of shareholders of AB INVL Technology and publication of draft resolutions

Vilnius, Lithuania, 2016-06-03 15:41 CEST (GLOBE NEWSWIRE) -- On the initiative
of a shareholder of AB INVL Technology (legal entity code 300893533, address of
the registered office: Gynėjų str. 16, Vilnius, Republic of Lithuania,
hereinafter, the Company), shares held by which grant at least 1/10 votes, and
by the decision of Kazimieras Tonkūnas, authorised person of the Company, the
Company’s extraordinary general meeting of shareholders is to be held on 27
June 2016 at 8:30 a.m. 

The extraordinary general meeting of shareholders will be held in the premises
at Gynėjų str. 14, 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 extraordinary general meeting of shareholders are
entitled to participate and to vote at the extraordinary general meeting of
shareholders. 

The accounting day of the meeting is 17 June 2016.

The total number of the shares issued by the Company, with the nominal value of
EUR 0.29 each, and the number of votes carried by such shares in the general
meeting of shareholders are the same – 12,175,321 shares. ISIN code of the
Company’s shares is LT0000128860. 

Agenda of the extraordinary general meeting of shareholders:

1.      Amendment of the Articles of Association of special closed-end type
private capital investment company INVL Technology and approval of a new
wording of the Articles of Association. 

2.      Amendment of the Management Agreement of special closed-end type
private capital investment company INVL Technology with the management company
UAB INVL Asset Management and approval of a new wording of the Management
Agreement. 

3.      Approval of the rules for formation and activities of the audit
committee of special closed-end type private capital investment company INVL
Technology, election of members of the audit committee and setting remuneration
for the independent member of the audit committee. 

Draft resolutions of the Company’s extraordinary general meeting of
shareholders: 

1.      Amendment of the Articles of Association of special closed-end type
private capital investment company INVL Technology and approval of a new
wording of the Articles of Association. 

To amend the Articles of Association of special closed-end type private capital
investment company INVL Technology approved by a resolution of the general
meeting of shareholders of AB INVL Technology held on 29 April 2016 and to
approve a new wording of the Articles of Association of special closed-end type
private capital investment company INVL Technology, by replacing the text of
the Articles of Association in full (enclosed). 

To authorise Kazimieras Tonkūnas (with the right to re-delegate the authority)
to sign the Articles of Association of special closed-end type private capital
investment company INVL Technology. 

2.      Amendment of the Management Agreement of special closed-end type
private capital investment company INVL Technology with the management company
UAB INVL Asset Management and approval of a new wording of the Management
Agreement. 

To amend the Management Agreement approved by a resolution of the general
meeting of shareholders of AB INVL Technology held on 29 April 2016 with the
management company UAB INVL Asset Management (legal entity code 126263073,
address of the registered office: Gynėjų str. 14, Vilnius, Republic of
Lithuania) and to approve a new wording of the Management Agreement of special
closed-end type private capital investment company INVL Technology with the
management company UAB INVL Asset Management, by replacing the text of the
Management Agreement in full (enclosed). 

3.      Approval of the rules for formation and activities of the audit
committee of a special closed-end type private capital investment company INVL
Technology, election of members of the audit committee and setting remuneration
for the independent member of the audit committee. 

To approve the rules for formation and activities of the audit committee of a
special closed-end type private capital investment company INVL Technology
(enclosed). 

To elect Danutė Kadanaitė and Tomas Bubinas (independent member of the audit
committee) as members of the audit committee of special closed-end type private
capital investment company INVL Technology. 

To set remuneration for the independent member of the audit committee for his
work in the audit committee at the hourly rate not higher than EUR 145. To
instruct the management company UAB INVL Asset Management (legal entity code
126263073, address of the registered office: Gynėjų str. 14, Vilnius, Republic
of Lithuania) to determine the procedure of payment of the remuneration to the
independent member of the audit committee after the issuance of the license for
the closed-end type investment company. 

The shareholders may review the documents related to the agenda of the meeting,
draft resolutions on every item of the agenda, documents which have to be
submitted to the general meeting of shareholders and other information related
to exercise of the shareholder’s rights in the premises of AB INVL Technology
at Gynėjų str. 16, Vilnius, during working hours. 

The shareholders are entitled: (i) to propose to supplement the agenda of the
general meeting of shareholders, submitting a draft resolution on every
additional item of the agenda or, where there is no need to take a decision, of
the shareholder’s explanation (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 to be 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 days before the general meeting of shareholders; (ii) to propose
draft resolutions on the issues already included or to be included in the
agenda of the general meeting of shareholders at any time prior to the date of
the general meeting of shareholders (in writing, by registered mail or
delivered in person against signature) or in writing during the general meeting
of shareholders (this right is granted to shareholders who hold shares carrying
at least 1/20 of all the votes); (iii) to submit questions to the Company
related to the issues on the agenda of the general meeting of shareholders in
advance but no later than 3 business days prior to the general meeting of
shareholders in writing by registered mail or delivered in person against
signature. 

A shareholder participating at the general meeting of shareholders and having
the right to vote, must present a personal identity document. Each shareholder
may authorize either a natural or a legal person to participate and to vote on
behalf of the shareholder at the general meeting of shareholders. The proxy has
the same rights as the represented shareholder would have at the general
meeting of shareholders. The authorized persons must have personal identity
documents and a 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 meeting of shareholders. A power of attorney
issued abroad must be translated into the Lithuanian language and legalised in
accordance with the procedure prescribed by law. The Company does not establish
a special form of a power of attorney. 

A shareholder is entitled to issue a power of attorney by means of electronic
communications to legal or natural persons for participation and voting on his
behalf at the general meeting of shareholders. The shareholder must inform the
Company about the power of attorney issued by means of electronic
communications no later than before the commencement of registration for the
general meeting of shareholders. The power of attorney issued by means of
electronic communications and the notice about it must be written and may be
submitted to the Company by means of electronic communications, if the security
of transmitted information is ensured and the identity of the shareholder can
be verified. 

A shareholder or his proxy may vote in writing by filling in a general ballot
paper, in this case the requirement to present a personal identity document
does not apply. The form of a general ballot paper is presented on the
Company’s website. Upon a shareholder’s request, the Company shall send the
general ballot paper to the requesting shareholder by registered mail or shall
deliver it in person against signature no later than 10 days prior to the
general meeting of shareholders free of charge. The shareholder or his
authorized representative must sign a completed general ballot paper. The
completed general ballot paper signed by the shareholder or other person having
the right to vote and the document confirming the right to vote must be
presented to the Company in writing no later than on the last working day
preceding the meeting, sending them by registered mail to AB INVL Technology at
Gynėjų str. 16, LT-01109 Vilnius. 

The Company does not provide possibilities of participating and voting at the
meeting by means of electronic communications. Information in connection with
the convened general meeting of shareholders (notice on convocation of the
general meeting of shareholders, information about the Company’s shares, draft
resolutions, etc.) is available on AB INVL Technology’s website at
www.invltechnology.lt. 

Enclosed:

1. Ballot paper of the extraordinary general meeting of shareholders;

2. Draft Articles of Association of special closed-end type private capital
investment company INVL Technology; 

3. Draft Management Agreement of special closed-end type private capital
investment company INVL Technology with the management company UAB INVL Asset
Management; 

4. Draft rules for formation and activities of the audit committee of special
closed-end type private capital investment company INVL Technology; 

5. Curriculum vitae of Danutė Kadanaitė;

6.  Curriculum vitae of Tomas Bubinas.


         The person authorized to provide additional information:
         Kazimieras Tonkūnas
         Authorised person acting pursuant to the power of attorney, dated 13
May 2016 
         E-mail: k.tonkunas@invltechnology.lt

Attachments:

6. CV_Tomas Bubinas_INVL Technology - ENG.pdf

4. INVL Technology Audit Committee Regulations.pdf

2. INVL Technology draft Articles of Association_GSM 27062016.pdf

3. INVL Technology Management Agreement_GSM 27062016.pdf

1. General ballot paper_INVL Technology_GSM 27062016.pdf

5. CV_Danute Kadanaite_INVL Technology - ENG.pdf