Special closed-ended type private equity investment company INVL Technology, legal entity code 300893533, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company” or “ INVL Technology”), informs that on the initiative and decision of the management company UAB „INVL Asset Management“ (hereinafter – “the Management Company“), the Extraordinary General Shareholders Meeting (hereinafter – “the Meeting”) is to be held on 5 February 2026.
The place of the Meeting: the office of the Company, the address Gyneju str. 14, Vilnius.
The Meeting will start at 9:00 a.m. (registration starts at 8:30 a.m.).
The accounting day of the Meeting is 29 January 2026 (the persons who are shareholders of the Company at the end of the accounting day of the Meeting or their authorised representatives, or the persons with whom shareholders concluded the agreements on the transfer of voting rights, shall have the right to attend and vote at the Meeting).
The total number of the Company's shares is 12,175,321 shares. Considering that the Company has acquired its own shares, the total number of votes at the Company's shareholders' meeting is 11,964,466 votes.
Agenda of the Meeting:
- Presentation of the notice of the Board of the Management Company and the recommendation of the Company’s Investment Committee
- On the extension of the Company’s term of activity
- On the amendment of the Company’s Articles of Association, approval of a new wording of the Articles of Association and appointment of an authorised person
Draft resolutions on the items of the Meeting agenda:
1. Presentation of the notice of the Board of the Management Company and the recommendation of the Company’s Investment Committee
1.1. The shareholders are presented with the notice of the Board of the Management Company and the recommendation of the Company’s Investment Committee regarding the extension of the Company’s term of activity, the related amendments to the Company’s Articles of Association, and the impact of these decisions on the interests of the Company and its shareholders (no resolution shall be adopted on this agenda item).
2. On the extension of the Company’s term of activity
2.1. To extend the Company’s term of activity by 2 (two) years.
2.2. Taking into account that the Company’s Articles of Association have, since the establishment of the Company, provided for the possibility to extend the Company’s term of activity for a period not exceeding 2 (two) years, the shareholders, by voting in favour of this resolution, confirm that they do not object to the resolution on the extension of the Company’s term of activity being adopted less than 6 months prior to the expiry of the Company’s term of activity.
3. On the amendment of the Company’s Articles of Association, approval of a new wording of the Articles of Association and appointment of an authorised person
3.1. Taking into account the resolution on the extension of the Company’s term of activity (agenda item 2), as well as the notice of the Board of the Management Company and the recommendation of the Company’s Investment Committee, to approve a new wording of the Company’s Articles of Association (draft Articles of Association attached), whereby:
- the final term of the Company’s activity is established, providing that the Company’s term of activity shall be 12 (twelve) years from the date of issuance of the closed-ended investment company licence (by amending Clause 10.6 of the Articles of Association); and
- other provisions of the Company’s Articles of Association related to the extension of the Company’s term of activity are removed.
These amendments to the Articles of Association are not considered material.
The new Articles of Association are approved by replacing the entire text thereof, without approving individual clauses separately.
3.2. To authorise Kazimieras Tonkūnas (with the right of substitution) to sign the new wording of the Company’s Articles of Association and to register it in accordance with the procedure established by applicable laws and resolutions of the General Meeting of Shareholders.
The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting and other information related to the exercise of shareholders' rights are published on the Company’s website www.invltechnology.lt section For investors, and also by prior agreement available at the premises of the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Phone for information +370 5 279 0601.
The shareholders are entitled:
- to propose to supplement the agenda of the Meeting by submitting a draft resolution on every additional item of the agenda or, then there is no need to make a decision - explanation of the shareholder (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 submitted in writing sending a proposal by registered mail to the Company at Gyneju str. 14 LT-01110 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company during business hours or by sending proposal to the Company by e-mail info@invltechnology.lt. The agenda is supplemented if the proposal is received no later than 14 days before the Meeting. In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on the convening of the Meeting;
- to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting at any time prior to the date of the Meeting (in writing, sending a proposal by registered mail to the Company at Gyneju str. 14 LT-01110 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company during business hours or by sending a proposal to the Company by e-mail info@invltechnology.lt or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
- to submit questions to the Company related to the issues of the agenda of the Meeting in advance but no later than 3 business days prior to the Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01110 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company during business hours or by sending a proposal to the Company by e-mail info@invltechnology.lt. All answers related to the agenda of the Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the Meeting or simultaneously to all shareholders of the Company prior to the Meeting. The Company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the Company's confidential information or commercial secrets.
The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity. A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the Meeting. The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in a general ballot paper.
Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person's rights are limited by the power of attorney or by the law. The authorized persons must have the document 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 Meeting. The Company does not establish special form of the power of attorney. A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The persons with whom shareholders concluded the agreements on the trasnfer of voting right, also have the right to attend and vote at the 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 Meeting. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a secure electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail info@invltechnology.lt not later than on the last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be possible to download software to verify an electronic signature of the shareholder free of charge.
Shareholders of the Company are urged to use the right to vote on the issues in the agenda of the Meeting by submitting properly completed general voting bulletins to the Company in advance. The form of general voting bulletin is presented at the Company's webpage www.invltechnology.lt section For Investors. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person no later than 10 days prior to the Meeting free of charge. If general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.
The Company invites its shareholders who decide to participate in the Meeting to choose one of the alternatives presented below:
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Alternative No. 1:
A shareholder or person authorised by them should complete and sign a written voting bulletin and send it to the Company by e-mail (info@invltechnology.lt) and send the original bulletin by registered or ordinary post to the address Gynėjų str. 14, LT-01110 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gynėjų str. 14, LT-01110 Vilnius without submitting a copy to the e-mail address specified or delivered in person to the Company on business days at the Company‘s registered address mentioned above . Along with a bulletin, a document confirming the right to vote must also be sent. Those voting bulletins shall be deemed valid which are correctly completed and are received before the start of the general shareholders meeting.
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Alternative No. 2:
A shareholder or person authorised by them should complete a written voting bulletin, save it on their computer and sign it with a qualified electronic signature. Send the written voting bulletin which is properly completed and signed with a qualified electronic signature to the Company by e-mail at info@invltechnology.lt.
The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign.
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Alternative No. 3:
If shareholders of the Company do not have the possibility to use voting alternatives No. 1 or No. 2, the Company will provide conditions for the shareholders or persons duly authorised by them to come on 5 February 2026 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.
The person authorized to provide additional information:
Kazimieras Tonkūnas
INVL Technology Managing Partner
E-mail k.tonkunas@invltechnology.lt
Attachments
- 3. Recommendations of the Company’s Investment Committee
- 2. Notice of the Board of the Management Company
- 4. Articles of Association of INVL Technology_2026
- 1. General voting bulletin
