Resolutions of the General Extraordinary Shareholders Meeting of INVL Technology

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter - "the Meeting") of special closed-ended type private equity investment company INVL Technology (hereinafter – “the Company”) that was held on 6 February 2023:

1.  Regarding approval of an amendment to stock option terms and conditions.

1.1. To amend section 1.3 of the resolution of the Extraordinary General Meeting of Shareholders of INVL Technology held on 28 October 2021 entitled “Regarding approval of the terms of share options” and reword it to authorise entering into option agreements with employees of the subsidiaries listed below which:

1.1.1. grant employees of UAB NRD CS (company registration number 303115085) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of UAB NRD CS (including shares for which option agreements were entered into before this decision was adopted);

1.1.2. grant employees of NRD Companies AS (company registration number 921985290) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of NRD Companies AS;

1.1.3. grant employees of UAB Novian (company registration number 121998756) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 10 percent of the shares of UAB Novian.

2.  Regarding approval of stock option terms and conditions.

2.1.  To approve entering into option agreements with employees of the subsidiaries listed below which:

2.1.1. grant employees of UAB FINtime (company registration number 304192355) the right to acquire, free of charge or for a symbolic price of EUR 1, a maximum of 1 percent of the shares of INVL Technology. 

3.  Regarding the election of an auditor to audit the annual financial statements and terms of payment for the audit services.

3.1. To enter into an agreement with UAB PricewaterhouseCoopers (company registration number 111473315) on an audit of the annual financial statements of INVL Technology for the year 2023, fixing remuneration for the services at EUR 11,500 in one year’s time (value added tax shall be calculated and paid additionally in the manner established by law). The amount of the remuneration for the audit services shall be recalculated (increased) according to the average annual inflation rate published by Statistics Lithuania in April of the current year, calculated on the basis of the Harmonised Index of Consumer Price (HICP). The Board of the Company’s Management Company retains the right, if the scope of the audit work changes significantly, to increase the remuneration of the audit company by no more than 25 percent of the total amount approved by this decision.