Convocation of the Shareholders Meeting of INVL Te

Vilnius, Lithuania, 2015-04-08 19:50 CEST (GLOBE NEWSWIRE) -- On the initiative and decision of the Management Board of INVL Technology the General Shareholders Meeting of INVL Technology, AB (identification code 300893533, the registered address Gyneju str. 16, Vilnius, Lithuania) is to be held on 30 April 2015 at 9:00 a.m. in the office of INVL Technology (Gyneju str. 16, Vilnius, Lithuania).  Registration of the shareholders will start at 8:00 a.m.  Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (23 April 2015) are entitled to participate and to vote at the General Shareholders meeting.

The agenda of the General Shareholders Meeting of INVL Technology, AB includes:    

1. Presentation of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) annual report for 2014. 2. Presentation of the independent auditor‘s report on the financial statements of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) of 2014. 3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market). 4. Regarding the distribution of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) profit for 2014. 5. Presentation of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, consolidated annual report for 2014. 6. Presentation of the independent auditor‘s report on the financial statements of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology for 2014. 7. On the approval of the consolidated and stand-alone financial statements for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology. 8. Regarding the distribution of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, profit for 2014. 9. Regarding purchase of own shares of the public joint stock company INVL Technology (code 300893533).

The draft resolutions of the General Shareholders meeting of INVL Technology: 

1.    Presentation of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) annual report for 2014. Shareholders of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) are presented with the annual report of INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014 (There is no voting on this issue of agenda)

2.    Presentation of the independent auditor‘s report on the financial statements of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014. Shareholders of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) are presented with the independent auditor’s report on the financial statements of INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014 (There is no voting on this issue of agenda).

3.    On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market). To approve the consolidated and companies financial statements for 2014 of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market).

4.    Regarding the distribution of the public joint-stock company INVL Technology (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) profit for 2014. To distribute the profit of the public joint-stock company INVL Technology  (code 303299817), which ceased its activities on 9 February 2015, after the merger into BAIP Group AB (code 300893533), which took over the corporate name of the public joint-stock company INVL Technology and operates in the market) for 2014 as follows:

(attached)

5.    Presentation of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, consolidated annual report for 2014. Shareholders of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, are presented with the  consolidated annual report for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology. (There is no voting on this issue of agenda)

6.    Presentation of the independent auditor‘s report on the financial statements of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology for 2014. Shareholders of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, are presented with the  independent auditor’s report on the financial statements  for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology. (There is no voting on this issue of agenda)

7.    On the approval of the consolidated and stand-alone financial statements for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology. To approve the consolidated and stand-alone financial statements for 2014 of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology.

8.    Regarding the distribution of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology, profit for 2014. To distribute the profit of BAIP Group AB, which after the merger into the public joint-stock company INVL Technology (303299817) in 9 February 2015 operates in the market under the new name the public joint-stock company INVL Technology for 2014 as follows:

(attached)

9. Regarding purchase of own shares of the public joint stock company INVL Technology (code 300893533). To use the reserve for the purchase of own shares formed in the resolution in this shareholders meeting  and to purchase shares in INVL Technology (code 300893533):

1.    The goal for the purchase of own shares -  to ensure for shareholders a possibility to sell company’s shares. 2.    The maximum number of shares to be acquired - the nominal value of own shares may not exceed 1/10 of share of INVL Technology (code 300893533).    3.    The period during which the company may purchase its own shares 18 months from the day of this resolution. 4. The maximum and minimal one share acquisition price:  the maximum one share acquisition price should not increase the book value per share (equity capital divided from the amount of shares) calculated on be basis of the last publicly announced data of the financial statements of INVL Technology (code 300893533), - EUR 0.637 5.    The conditions of the selling of the purchased shares and mininal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

The Board of INVL Technology (code 300893533), is delegated on the basis of this resolution and the Law on companies of the Republic of Lithuania to organize purchase and sale of own shares, to organize purchase and selling procedure own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares price, and to complete all other actions related with purchase and sale procedure of own shares.

The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the office of INVL Technology (Gyneju str. 16, Vilnius) during working hours.

The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted toshareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting (this right is granted toshareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature. Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents 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 General Shareholders 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 General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications. Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company's webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to INVL Technology, AB by registered mail (address Gyneju str.16, LT01109 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting. The Company does not provide opportunities to participate and vote at the meeting by electronic means. Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company's shares, draft resolution, etc.) are available at Company's webpage www.invltechnology.lt

         The person authorized to provide additional information:          Kazimieras Tonkūnas          Director          E-mail: k.tonkunas@invltechnology.lt