Resolutions of the Basic Peculiar Shareholders Assembly of INVL Know-how - thqaftqlm

Resolutions of the Basic Peculiar Shareholders Assembly of INVL Know-how

The resolutions of the Basic Peculiar Shareholders Assembly (hereinafter – “the Assembly”) of particular closed-ended kind personal fairness funding firm INVL Know-how (hereinafter – “the Firm”) that was held on 28 April 2023:

1. Presentation of the Firm‘s annual report for 2022

1.1. Shareholders of the Firm had been offered with the annual report of the Firm for 2022 (connected) (there isn’t any voting on this challenge of agenda).

2. Presentation of the impartial auditor’s report on the monetary statements and annual report of the Firm

2.1. Shareholders of the Firm had been offered with the impartial auditor’s report on the monetary statements and annual report of the Firm (connected) (there isn’t any voting on this challenge of agenda).

3. Presentation of the Firm‘s funding committee‘s advice on the draft of the revenue (loss) distribution (together with the formation of the reserve) and the draft of the remuneration report

3.1. Shareholders of the Firm had been offered with the Firm‘s funding committee‘s advice on the draft of the revenue (loss) distribution (together with the formation of the reserve), and the draft of the remuneration report (connected) (there isn’t any voting on this challenge of agenda).

4. Concerning the assent to the remuneration report of the Firm, as part of the consolidated annual report of the Firm for the yr 2022

4.1. To assent to the remuneration report of the Firm, as part of the consolidated annual report of the Firm for the yr 2022 (connected).

5. Approval of the stand-alone monetary statements for 2022 of the Firm

5.1. To approve the stand-alone monetary statements for 2022 of the Firm.

6. Deciding on revenue distribution of the Firm

6.1. To distribute the revenue of the Firm as follows:

Article (thousand EUR)
Retained earnings (loss) initially of the monetary yr of the reporting interval 14,393
Internet revenue (loss) for the monetary yr 2,115
Revenue (loss) not acknowledged within the earnings assertion of the reporting monetary yr
Shareholders’ contributions to cowl loss
Distributable revenue (loss) on the finish of the monetary yr of the reporting interval        16,508
Transfers from reserves
Distributable revenue (loss) in whole 16,508
Revenue distribution:
– Revenue transfers to the authorized reserves
-Revenue transfers to the reserves for personal shares acquisition*
– Revenue transfers to different reserves
– Revenue to be paid as dividends*
– Revenue to be paid as annual funds (bonus) and for different functions
Retained earnings (loss) on the finish of the monetary yr 16,508

7. Presentation of the Firm‘s Administration Firm‘s assertion on the share buy value

7.1. Shareholders of the Firm had been offered with the Firm‘s Administration Firm‘s assertion on the share buy value (connected) (there isn’t any voting on this challenge of agenda).

8. Concerning the acquisition of personal shares of the Firm

8.1. To authorise the Administration Firm to make use of the fashioned reserve (or the a part of it) for the acquisition of its personal shares and after analysis of the financial viability to buy shares in INVL Know-how by the principles talked about beneath:

  • The objective for the acquisition of personal shares – low cost discount between the online asset worth and the market share value of INVL Know-how and the likelihood to promote its shares to the shareholders.
  • The utmost variety of shares to be acquired couldn’t exceed 1/10 of the authorised capital INVL Know-how.
  • The interval throughout which INVL Know-how could buy its personal shares is eighteen months from the day of this decision.
  • The utmost and minimal shares acquisition value of INVL Know-how:  the utmost one-share acquisition value – is the final introduced web asset worth per share, and the minimal one-share acquisition value – is EUR 0.29.
  • The situations of the promoting of the bought shares and minimal sale value – the acquired personal shares (any a part of them) by the choice of the Administration Firm: (i) could also be offered – on situation the minimal sale value of personal shares shall be equal to the final web asset worth and the process of promoting the shares shall guarantee equal alternatives for all shareholders to amass the mentioned shares; (ii) the employers of subsidiaries enabled to buy Firm’s personal shares in accordance with the Guidelines of Granting Shares. Firm’s acquired shares (any a part of them) could also be cancelled by the choice of the Basic Assembly of Shareholders.
  • The Administration Firm is delegated on the premise of this decision and the Legislation on Corporations of the Republic of Lithuania to organise the acquisition and sale of personal shares, to organise the acquisition and promoting process of personal shares, and to find out order and timing for buy and sale of personal shares in addition to the quantity of shares and shares’ value, and to finish all different actions associated with buy and sale process of personal shares.
  • 9. Concerning the approval of the brand new wording of the INVL Know-how Associated Coverage on Transactions with Associated Events

    9.1. Contemplating the accredited decision of Basic Assembly of Shareholders held on 6 February 2023 – to remove a collegial supervisory physique – Supervisory Board, and amendments to article 37 (2) of the Republic of Lithuania Legislation on Corporations, to approve a brand new wording of the INVL Know-how Coverage on Transactions with Associated Events (connected).

    10. Concerning the approval of latest wording of the Rules of the Audit Committee

    10.1. Contemplating the adjustments within the Legislation on Corporations relating to the analysis of transactions with the Firm’s associated occasion, the Rules of the Audit Committee are up to date accordingly. The shareholders of the Firm accredited the brand new wording of the Rules of the Audit Committee (connected).

    11. Concerning the Report of the Audit Committee of the Firm

    11.1. In accordance with the principles of process of the Audit Committee of the Firm (accredited on 11 April 2017 by resolution of the Basic Assembly of Shareholders of the Firm), the shareholders had been hereby briefed on the exercise report of the Audit Committee of the Firm (connected) (no resolution is taken on this merchandise of the agenda).

    Further info:

    The shareholders of INVL Know-how, an organization that invests in IT companies, accredited procedures for the corporate’s acquisition of its personal shares. At their annual basic assembly on 28 April, the corporate’s shareholders additionally accredited the corporate’s monetary statements for 2022 and voted on the distribution of earnings.

    For buying its personal shares, INVL Know-how would use a beforehand fashioned reserve. In 2015, INVL Know-how fashioned a EUR 9.8 million reserve for that objective.

    INVL Know-how’s fairness and web asset worth amounted to EUR 38.27 million on the finish of 2022 and had been up 5.9% from a yr earlier. Fairness per share elevated by the identical proportion in 2022 and equalled EUR 3.17 at year-end. The corporate had a web revenue of EUR 2.1 million final yr, which is nineteen.3% lower than in 2021. Dividends won’t be paid out to shareholders and the revenue earned final yr will stay undistributed.

    In view of the choice of the corporate’s Basic Assembly of Shareholders on 6 February this yr to remove the Supervisory Board and of the provisions of the Legislation on Corporations, a brand new coverage on transactions with associated events was accredited. The foundations of the Audit Committee had been additionally up to date accordingly.

    INVL Know-how owns the cybersecurity firm NRD Cyber Safety, the Novian software program companies and IT infrastructure group, and, within the space of enterprise local weather enchancment and e-governance, the NRD Corporations companies.

    INVL Know-how is a closed-end funding firm traded on the secondary record of the Nasdaq Vilnius inventory trade (INC1L). It’s managed by INVL Asset Administration. INVL Know-how’s investments will probably be realised by 14 July 2026, the proceeds will probably be paid out to shareholders, and the fund will wind down.

    The individual licensed to offer further info:
    Kazimieras Tonkūnas
    INVL Know-how Managing Associate
    E-mail okay.tonkunas@invltechnology.lt


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