Resolutions of the Extraordinary Common Assembly of Shareholders of INVL Expertise

The resolutions of the Extraordinary Common Assembly of Shareholders of INVL Expertise held on April 29, 2021:

Draft resolutions of the assembly:

  1. Presentation of the annual report of INVL Expertise for 2020

1.1. INVL Expertise shareholders obtain the Firm’s annual report for 2020 (there isn’t any vote on this agenda merchandise).

  1. Presentation of the Impartial Auditor’s Report on the Monetary Statements and Consolidated Annual Report of INVL Expertise

2.1. The shareholders of INVL Expertise obtain the report of the impartial auditor on the monetary statements and the annual report of the Firm (there isn’t any vote on this merchandise of the agenda).

  1. Regarding the assent to the remuneration report of INVL Expertise, as a part of the consolidated annual report of INVL Expertise for the 12 months 2020

3.1. Approve the compensation report of INVL Expertise, as a part of the annual report of INVL Expertise for the 12 months 2020 (hooked up).

  1. Approval of the 2020 annual accounts of INVL Expertise

4.1. Approve the 2020 monetary statements of INVL Expertise.

  1. Resolve on the distribution of the advantages of INVL know-how

5.1. Distribute the earnings of the particular closed kind personal fairness funding firm INVL Expertise as follows:

Merchandise

(in hundreds of euros)

Undistributed revenue (loss) at the start of the monetary 12 months of the reporting interval (2019);

7,005

Web revenue (loss) for the 12 months;

4 767

Revenue (loss) not acknowledged within the earnings assertion for the accounting 12 months;

Transfers of reserves;

Shareholder contribution to cowl the loss (if all or a part of the loss is roofed by the shareholders)

Complete distributable revenue (loss);

11 772

Distribution of earnings:

Transfers of earnings to authorized reserves;

Transfers of earnings to reserves for the acquisition of personal shares

Transfers of earnings to different reserves;

Revenue to be paid within the type of dividends;

Revenue to be paid within the type of annual funds (bonus) and for different functions;

Retained revenue (loss) on the finish of the monetary 12 months.

11 772

6. Presentation of the competence of the corporate “INVL Expertise” to undertake the remuneration coverage “INVL Expertise”

6.1. Shareholders know that in accordance with Article 15 of the Regulation on Different Managers of Collective Funding Schemes of the Republic of Lithuania, INVL Expertise is topic to the Compensation Coverage for Workers Making Choices on Threat Taking ready by the administration firm and its approval is the competence of the administration firm of INVL Expertise.

6.2. In view of the Firm’s consultations with the Supervisory Authority, INVL Expertise informs that sooner or later, the administration firm will approve modifications to the remuneration coverage of staff taking selections on danger taking with out approval (determination ) separate from the final assembly of shareholders of INVL Expertise and can publish the present model of the administration firm’s remuneration coverage for workers making risk-taking selections on the corporate’s web site.

6.3. On December 21, 2020, the administration firm accredited a brand new wording of the compensation coverage for workers making risk-taking selections, which applies to the corporate.

6.4. No determination is taken on this agenda merchandise.

7. Regarding the buy of personal shares of the particular closed-type personal fairness funding firm INVL Expertise

7.1. Authorize the administration firm to make use of the reserve constituted (or a part of it) for the acquisition of personal shares and to buy INVL Expertise shares in line with the principles talked about under:

  1. The target of buying personal shares – discount of the low cost between the online asset worth and the market worth of INVL Expertise and the potential for promoting its shares to shareholders;

  2. The utmost variety of shares to be acquired could not exceed 1/10 of the licensed capital of INVL Expertise;

  3. The interval throughout which INVL Expertise could buy its personal shares is eighteen months from the date of this decision;

  4. The utmost and minimal acquisition worth of INVL Expertise shares: the utmost acquisition worth of a share – the final web asset worth per share introduced, the minimal acquisition worth of a share – EUR 0.29;

  5. The situations of sale of the shares bought and the minimal sale worth: the personal shares acquired could also be canceled by determination of the Common Assembly of shareholders or by determination of the Board of Administrators of the administration firm granting the proper to accumulate the shares. shares for workers beneath the situations of the principles for the allocation of capital incentives, or bought by determination of the administration firm, supplied that the minimal sale worth of personal shares is the same as the final web asset worth and that the process sale of shares ensures equal alternatives for all shareholders to accumulate stated shares;

  6. The administration firm is delegated on the idea of this decision and the Firm Regulation of the Republic of Lithuania to arrange the acquisition and sale of personal shares, set up the process for the acquisition and sale of personal shares. and figuring out a purchase and promote order and schedule. of personal shares in addition to the quantity of shares and the worth of shares, and to hold out all different actions associated to the method of shopping for and promoting personal shares.

8. Regarding the formation of the Supervisory Board of INVL Expertise and the election of the members of the Supervisory Board

8.1. In accordance with article 19, paragraph 2, of the Firm Regulation of the Republic of Lithuania, to ascertain a collegial supervisory physique of INVL Expertise – the supervisory board, and to elect the next individuals as members for a time period of workplace from 4 (4) years:

1) Audrius Matikiūnas (private code and place of residence not disclosed);

2) Indrė Mišeikytė (private code and place of residence withheld);

3) Gintaras Rutkauskas (impartial member) (private code and place of residence omitted).

8.2. Members of the Supervisory Board will solely have the ability to take up their duties after (i) their appointments have been accredited by the Financial institution of Lithuania, (ii) the amended articles of affiliation of the corporate might be entered within the Register of State Authorized Individuals. Enterprise Heart of Registers and (iii) amendments thereto are accredited by Financial institution of Lithuania.

8.3. Authorize the administration firm of INVL Expertise to signal, ship and gather all paperwork and take all crucial actions in reference to this determination.

9. Regarding the approval of the remuneration coverage of the Supervisory Board of INVL Expertise

9.1. In accordance with article 37, paragraph 3, of the Firm Regulation of the Republic of Lithuania, to approve the remuneration coverage of the supervisory board of INVL Expertise

9.2. It ought to be famous that the compensation coverage for workers making risk-taking selections accredited by the board of administrators of the administration firm will stay in power and might be utilized by INVL know-how.

10. Regarding the willpower of the remuneration of the impartial member of the Supervisory Board of INVL Expertise

10.1. Set the hourly remuneration of the elected impartial member of the Supervisory Board of INVL Expertise at EUR 145 per hour (earlier than tax) for his service on the Supervisory Board of INVL Expertise.

11. Regarding the modification of the statutes of INVL Expertise, the approval of the brand new model of the statutes and the appointment of an individual licensed to signal the brand new model of the statutes

11.1. In mild of the choices of this Common Assembly of Shareholders on merchandise 8 of the agenda, to approve a brand new model of the Articles of Affiliation of the Firm (the draft of the Articles of Affiliation is hooked up hereto), changing the complete of the textual content of the statutes of the Affiliation (with out additional approval of the modifications of the person clauses of the statutes).

11.2. Authorize Kazimieras Tonkūnas (with the proper of sub-delegation) to signal the brand new textual content of the Articles of Affiliation of the Firm and to register it in accordance with the process established by legislation and the Common Assembly of Shareholders.

12. Concerning the approval of the brand new wording of the Coverage regarding INVL technological transactions with associated events

12.1. In view of the choice of this normal assembly of shareholders on agenda merchandise 9 and in accordance with Article 32, paragraph 1, paragraph 3 of the Firm Regulation of the Republic of Lithuania, to approve a brand new wording of the Associated Celebration Transactions coverage.

13. Regarding the election of the members of the Audit Committee of INVL Expertise

13.1. Considering that the mandate of the members of the Audit Committee of INVL Expertise expires in 2021, Dangute Pranckėnienė (impartial member) and Tomas Bubinas (impartial member) might be elected to the Audit Committee of INVL Expertise for a brand new time period. of 4 (4) years.

14. Regarding the report of the Audit Committee of INVL Expertise

14.1. In accordance with the inner laws of the Audit Committee of INVL Expertise (accredited on April 27, 2017 by determination of the Common Assembly of Shareholders of the Firm), the shareholders are knowledgeable of the exercise report of the Audit Committee of INVL Expertise (hooked up) (no determination taken on this agenda merchandise).

15. Resolution to terminate the deposit service contract between INVL Expertise and AB SEB bankas and conclusion of a brand new deposit service contract with AB Šiaulių bankas.

15.1. To alter the corporate deposit service supplier from AB SEB bankas (code – 112021238) to AB Šiaulių bankas (code – 112025254).

15.2. Terminate (or in any other case terminate) the Firm’s deposit service contract with AB SEB bankas (code – 112021238).

15.3. To enter into a brand new deposit providers contract of the Firm with AB Šiaulių bankas (code – 112025254) (the draft settlement is hooked up).

15.4. Apply to the Financial institution of Lithuania for authorization to vary the Firm’s deposit service supplier, stating that the choice to vary the Firm’s deposit service supplier is simply efficient with the consent of the Financial institution of Lithuania.

The particular person licensed to offer further data:
Kazimieras Tonkūnas
INVL Expertise Managing Accomplice
E-mail [email protected]

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