The resolutions of the General Ordinary Shareholders Meeting (hereinafter - "the Meeting") of special closed-ended type private equity investment company
1. Presentation of the Company‘s annual report for 2023.
1.1. Shareholders of the Company were presented with the annual report of the Company for 2023 (attached) (there is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements and annual report of the Company.
2.1. Shareholders of the Company were presented with the independent auditor's report on the financial statements and annual report of the Company (attached) (there is no voting on this issue of agenda).
3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the remuneration report.
3.1. Shareholders of the Company were presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).
4. Regarding the assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2023.
4.1. To assent to the remuneration report of the Company, as a part of the annual report of the Company for the year 2023 (attached).
5. Approval of the stand-alone financial statements for 2023 of the Company.
5.1. To approve the stand-alone financial statements for 2023 of the Company.
6. Deciding on profit distribution of the Company.
6.1. To distribute the profit of the Company as follows:
Article | (thousand EUR) |
Retained earnings (loss) at the beginning of the financial year of the reporting period | 16,508 |
Net profit (loss) for the financial year | 5,165 |
Profit (loss) not recognized in the income statement of the reporting financial year | - |
Shareholders' contributions to cover loss | - |
Distributable profit (loss) at the end of the financial year of the reporting period | 21,673 |
Transfers from reserves | - |
Distributable profit (loss) in total | 21,673 |
Profit distribution: | |
- Profit transfers to the legal reserves | - |
-Profit transfers to the reserves for own shares acquisition* | - |
- Profit transfers to other reserves | - |
- Profit to be paid as dividends | - |
- Profit to be paid as annual payments (bonus) and for other purposes | - |
Retained earnings (loss) at the end of the financial year | 21,673 |
7. Presentation of the Company‘s Management Company‘s statement on the share purchase price.
7.1. Shareholders of the Company were presented with the Company‘s Management Company‘s statement on the share purchase price (attached) (there is no voting on this issue of agenda).
8. Regarding the purchase of own shares of the Company.
8.1. To authorise the
- The goal for the purchase of own shares – to meet obligations arising from share option programs, or other allocations of shares, to employees of subsidiary companies and/or to reduce the authorized capital of the Company by cancelling the shares purchased by the Company;
- The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital
INVL Technology . - The period during which
INVL Technology may purchase its own shares is 18 months from the day of this resolution. - The maximum and minimal shares acquisition price of INVL Technology: the maximum one-share acquisition price – is the last announced net asset value per share, and the minimal one-share acquisition price – is
EUR 0.29 . - the conditions of the selling of the purchased shares and minimal selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined. Own shares purchased by
INVL Technology can be granted (given the right to purchase them) to the employees of the subsidiary companies by the decision of theManagement Company , in accordance with the Rules on granting the shares. The shares acquired by the Company may be cancelled by decision of the General Meeting of Shareholders. - the
Management Company is delegated on the basis of this resolution, the Law on Companies of theRepublic of Lithuania and other legal acts, to make specific decisions regarding the purchase of the Company’s own shares, to organize procedure of purchase of own shares, determine the method and procedure for purchase of own shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of theEuropean Parliament and Council Regulation (EU) No. 596/2014 on market abuse), timing as well as the amount of shares and shares’ price, and to complete all other actions related with purchase procedure of own shares.
8.2. To initiate the reduction of the Company's authorized capital by canceling the shares purchased by the Company, only if the amount of own shares purchased will exceed the amount of shares required to grant shares to the employees of the Company's subsidiaries, by 100,000 units or more of the Company's shares.
8.3. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of
9. Regarding the determination of the remuneration of the Audit Committee members of the Company.
9.1. To set the hourly remuneration for each member of the
10. Regarding the Report of the
10.1. In accordance with the rules of procedure of the
11. Regarding the approval of the terms for granting shares to employees of subsidiary companies.
11.1. To approve that 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 2024 under which employees of the subsidiaries of the Company will be granted the right to acquire free of charge up to 50,000 ordinary registered shares of the Company with the value of
11.2. 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 5 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.
Additional information:
The shareholders of
By the decision of INVL Technology’s shareholders, a
The company was given the right to acquire its own shares for up to 10% of its authorized capital, with a time limit for such acquisitions of 18 months from the date of the decision of the shareholders’ meeting. The maximum purchase price per share would be INVL Technology’s last published net asset value, while the minimum would be
The equity and the net asset value of
In mid-March this year, the company announced that it had signed an agreement with the
The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt
Attachments
- 2. Investment Committee recommendation
- 3. Remuneration report_2023
- 4.
INVL Asset Management statement - 5. Audit Committee report_Translation_INVL Technology_2023
- invltechnologyutib
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