Shareholders meetings

Question 1

Resolutions of the shareholders’ meeting held on 30 April 2026

Answer

The resolutions of the General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2026:

1. Familiarisation with the consolidated annual management report for 2025 of the public joint stock company Invalda INVL.

Shareholders have been familiarised with the consolidated annual management report for 2025 of the public joint stock company Invalda INVL (attached). No resolution shall be adopted on this agenda item.

1. Familiarisation with the independent auditor’s report on the financial statements and the consolidated annual management report of the public joint stock company Invalda INVL.

Shareholders have been familiarised with the independent auditor’s report on the financial statements and the consolidated annual management report of the public joint stock company Invalda INVL (attached). No resolution shall be adopted on this agenda item.

1. Approval of the consolidated and the company’s financial statements for the year 2025.

To approve the consolidated and company’s financial statements for the year 2025 (attached).

1. Resolution on the distribution of profit of the public joint stock company Invalda INVL.

To approve the profit distribution of the public joint stock company Invalda INVL in accordance with the profit distribution plan proposed by the Management Board (the full profit distribution proposal is attached; the distribution includes a dividend of EUR 1.00 per share).

1. Resolution on the approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report for 2025 of the public joint stock company Invalda INVL (presented as Annex 4 of the consolidated annual management report).

1. Resolution on the repurchase of own shares of the public joint stock company Invalda INVL.

As of this General Meeting of Shareholders, a reserve of EUR 9,100 thousand for the acquisition of own shares remains unused.

To use the reserve (or part thereof) for the acquisition of own shares and to acquire shares of the public joint stock company Invalda INVL under the following conditions:

1. The purpose of the acquisition of shares is to reduce the share capital of Invalda INVL by cancelling the shares acquired by the company, and/or to fulfil obligations related to stock option programmes, if it is resolved to use this method of granting shares.

1. The maximum permissible number of shares to be acquired — the total nominal value of own shares held by the public joint stock company Invalda INVL may not exceed 1/10 of the share capital.

1. The period during which the company may acquire its own shares — 18 months from the date of adoption of this resolution.

1. Maximum and minimum share acquisition price: the maximum acquisition price per share shall be the value of consolidated equity per one share, calculated based on the most recently published consolidated equity of the public joint stock company Invalda INVL prior to the Management Board resolution being adopted; the minimum acquisition price per share shall be EUR 1.

1. Procedure for selling own shares and minimum selling price: the own shares acquired (including own shares acquired prior to the adoption of this resolution) may be cancelled by resolution of the General Meeting of Shareholders, or the Management Board may grant the right to acquire shares to employees in accordance with the Rules for Granting Equity Incentives. The acquired shares will not be sold, therefore, the minimum selling price and selling procedure are not established.

The Management Board of the public joint stock company Invalda INVL is instructed to:

(i) Initiate a reduction of the company’s share capital within the period prescribed by law, if the nominal value of acquired and held own shares exceeds 1/10 of the share capital.

(ii) Subject to the conditions set out in this resolution and the requirements of the Law on Companies of the Republic of Lithuania, adopt resolutions on the repurchase of own shares of the public joint stock company Invalda INVL, organise the repurchase of own shares, determine the method, procedure and timing of the repurchase, the number of shares and the price, and carry out all other actions related to the acquisition of own shares.

From the date of adoption of this resolution, the resolution of the General Meeting of Shareholders of 30 April 2025 on the acquisition of own shares shall cease to have effect.

1. On the election of Management Board members of the public joint stock company Invalda INVL for a new term of office.

Upon the expiry of the term of office of the Management Board, Tomas Bubinas (as an independent member), Alvydas Banis, and Indrė Mišeikytė were elected to the Board of Invalda INVL for a term of four (4) years.

The newly elected Management Board members shall commence their activities from the date of adoption of this resolution.

1. On the determination of remuneration for work on the company’s Management Board.

8.1. Following the election of Management Board members for a new term of office, the following remuneration shall be established for work on the Management Board of the public joint stock company Invalda INVL (all taxes and fees applicable to the Management Board member, except VAT (where the Management Board member is obliged to pay VAT), are included):

8.1.1. The independent Management Board member shall be entitled to remuneration of EUR 300 per hour, payable no less than once per quarter for the hours actually spent by the Management Board member participating in Management Board meetings and preparing for meetings, based on the data provided in the Management Board member’s report.

8.1.2. Other Management Board members shall be entitled to a fixed monthly remuneration of EUR 1,500; where a Management Board member serves as Chairperson of the Management Board — a fixed monthly remuneration of EUR 2,000. The monthly remuneration may be proportionally reduced or not paid at all if the Management Board member does not participate in the Company’s Management Board meetings or does not perform other functions assigned to them.

8.2. To instruct the Management Board of the company to determine other terms of the agreements by a jointly adopted decision.

1. Resolution on the exercise of stock options granted to employees of the Invalda INVL group in 2023.

In implementing the resolution of the company’s General Meeting of Shareholders of 30 April 2023, on the basis of which stock option agreements were concluded with employees of Invalda INVL and companies in which more than 50% of shares are owned by Invalda INVL for the acquisition of shares of the public joint stock company Invalda INVL in 2026, it is established that employees shall exercise their right to acquire the aforementioned shares by signing newly issued shares of the Company.

– Given that the total amount of dividends per share declared from the date of conclusion of the stock option agreements, granted as a variable part of annual remuneration, until the date of conclusion of the share subscription agreement, by EUR 1.35 exceeds the established acquisition price of EUR 1 (one), the shares are granted to employees free of charge, and in order to preserve the economic rationale of the agreement to conclude a share acquisition agreement, the number of shares to be granted is recalculated according to the following formula: number of shares allocated in 2023 + ((1.35 (the difference arising from dividends paid since the conclusion of the stock option agreement) × number of shares allocated in 2023) / (EUR 23.60 (the higher price at end of 2025 between the market price per share and the net asset value per share) – EUR 1.00 (dividends allocated in 2026))). The calculated number of shares is rounded in accordance with mathematical rounding rules. Accordingly, for employees to whom stock options were granted as a variable part of annual remuneration, the recalculated number of shares to be offered for subscription amounts to 50,049 units.

– For employees to whom stock options were granted as a variable part of a long-term incentive programme, the calculated number of shares to be offered for subscription amounts to 333,804 units.

– Employees shall exercise their right to acquire the aforementioned shares by signing no more than 383,853 units of newly issued shares of the Company.

1. Resolution on the increase of the share capital of the public joint stock company Invalda INVL.

To increase the share capital of the public joint stock company Invalda INVL by additional cash contributions from EUR 3,566,818.75 to EUR 3,678,136.12.

1. Class, number, nominal value and minimum issue price of shares to be issued, and payment.

The share capital of the public joint stock company Invalda INVL shall be increased by issuing 383,853 units of ordinary registered shares with a nominal value of EUR 0.29.

If not all shares are subscribed for within the period allotted for subscription, the share capital shall be increased by the total nominal value of the subscribed shares. On the basis of this resolution, the Management Board shall amend the share capital amount and the number of shares in the Company’s articles of association accordingly and submit the amended Articles of Association to the registrar of the Register of Legal Entities.

The minimum issue price per share is established at EUR 0.29 (the minimum total issue value of these shares being EUR 111,317.37).

The Management Board of the Company is instructed to adopt all resolutions necessary for the exercise of the stock options granted in 2023, including but not limited to, determining the exact share issue price. In accordance with the provisions of Article 45 of the Law on Companies, shares may be issued at different issue prices within a single share issue.

Shares shall be granted free of charge to employees to whom stock options were granted as a variable part of annual remuneration, and the issue price of such newly issued shares shall be paid from funds of the public joint stock company Invalda INVL out of the reserve established by the company for granting shares. Employees to whom stock options were granted as a variable part of a long-term incentive programme shall pay for the newly issued shares by cash contributions within 5 business days from the date of conclusion of the share subscription agreement.

Share subscription agreements for the shares to be issued shall be concluded by 15 June 2026.

1. Resolution on the cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the company.

In accordance with the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire the newly issued ordinary registered shares with a nominal value of EUR 0.29, the number of which is specified in item 11 of the agenda of this General Meeting of Shareholders.

The pre-emptive right is cancelled in implementation of the resolution of the company’s General Meeting of Shareholders of 30 April 2023, on the basis of which stock option agreements were concluded with employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL for the acquisition of shares of the public joint stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued ordinary registered shares of the public joint stock company Invalda INVL referred to in item 11 is granted to employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL, as well as to persons who were employees of such companies at the time of conclusion of the stock option agreements, who have concluded the aforementioned stock option agreements and whose right to acquire newly issued shares has not been revoked on the grounds set out in the Rules for Granting Equity Incentives (the list of persons entitled to acquire the newly issued ordinary registered shares of the public joint stock company Invalda INVL referred to in item 11 is kept at the public joint stock company Invalda INVL; in order to ensure protection of personal data, the list will not be made public).

1. Resolution on the amendment of the Articles of Association of the public joint stock company Invalda INVL and the approval of the new wording of the Articles of Association.

In order to implement the resolutions set forth in items 9–12 of the agenda for this meeting, to approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association is attached), amending the entire text of the Articles of Association (without additionally approving amendments to individual clauses of the articles of association).

To authorise the CEO of the public joint stock company Invalda INVL, Darius Šulnis, to sign the new wording of the company’s Articles of Association.

1. Resolution on the number of ordinary registered shares of the public joint stock company Invalda INVL in respect of which stock option agreements are proposed to be concluded with employees in 2026, and the share price.

14.1. In 2026, stock option agreements are proposed to be concluded with employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL, on the basis of which in 2029, in the manner and within the timeframes set out in the stock option agreements, employees would acquire the right to receive up to 100,000 ordinary registered shares of the public joint stock company Invalda INVL with a nominal value of EUR 0.29.

It is established that shares shall be granted free of charge. If, prior to the granting of shares, the company has allocated dividends or paid out free funds per share, in order to preserve the economic rationale of the agreement to conclude a share acquisition agreement, the number of shares to be granted shall be increased by adding an additional amount calculated according to the following formula: (dividends per share allocated at the General Meetings of Shareholders in 2027, 2028 and 2029 and/or free funds per share paid out during the 2026–2029 period prior to the granting of shares) × number of shares allocated in 2026) / (the higher price at end of 2028 between the market price per share and the net asset value per share – dividends allocated at the General Meeting of Shareholders in 2029 and/or free funds per share paid out during 2029 prior to the granting of shares). If shares are granted before the record date for dividends in 2029, such dividends per share shall not be included in the recalculation formula when recalculating the number of shares. The number of shares recalculated in accordance with this formula shall be deemed to be approved by the shareholders in accordance with the Rules for Granting Equity Incentives. If newly issued shares are granted in 2029, the issue price per share shall equal the nominal value of the share and the full price shall be paid from funds of the public joint stock company Invalda INVL out of the reserve established by the Company for granting shares.

These stock options would be granted as a variable part of annual remuneration.

14.2. In 2026, stock option agreements are proposed to be concluded with employees of the public joint stock company Invalda INVL and companies in which more than 50% of shares are owned by the public joint stock company Invalda INVL, on the basis of which in 2029, in the manner and within the timeframes set out in the stock option agreements, employees would acquire the right to receive up to 350,000 ordinary registered shares of the public joint stock company Invalda INVL with a nominal value of EUR 0.29. It is established that shares shall be granted free of charge. The above-mentioned number of shares will be recalculated by reducing it by an amount such that the value of the options granted will be equal to the amount indicated below. The recipients of these options would be granted approximately 7% of the increase in net asset value between 31 December 2025 (EUR 21.25 per share) and 31 December 2028, above a minimum return barrier of 12% (i.e. the right to acquire shares would be granted if the net asset value on 31 December 2028 exceeded EUR 28.90 per share). If payments per share are made by 31 December 2028, the minimum return barrier (EUR 28.90) would be reduced by the amount of the payment plus 12% interest calculated from the date set by the Management Board until 31 December 2028.

These stock options would be granted as a variable part of a long-term incentive programme. The Management Board is instructed to determine the detailed conditions for the implementation of this programme.

Attachments:

Audited annual financial report for 2025

Auditors report

Audit Committee report

Profit (loss) distribution

Articles of Association of Invalda INVL

Question 2

Resolutions of the shareholders’ meeting held on 7 October 2025

Answer

1. Selection of the audit company for the audit of annual financial statements and the determination of the terms of payment for the audit services.

1.1. To select (appoint) the audit company KPMG Baltics, UAB (company code 111494971, registered office: Lvivo street 101, Vilnius) (hereinafter – the Audit Company) to perform the audit of the separate and consolidated annual financial statements of AB Invalda INVL (hereinafter – the Company) for the years 2025 — 2026.

1.2. To confirm that, if the Company expresses its wish to extend the audit contract by 31 May 2027 and the Audit Company does not object, the Audit Company shall be appointed to audit the Company’s 2027 financial statements.

1.3. To set the Audit Company’s fee for the audit of the 2025 financial statements at EUR 60,000 plus VAT.

1.4. The audit fee for the 2026 financial statements and, if the audit contract is extended, for the 2027 financial statements will be recalculated annually, increasing by the annual inflation rate or the average salary change, depending on which factor is higher.

1.5. The Management Board of the Company has the right to increase the remuneration paid to the Audit Company’s by no more than 15% of the annual remuneration approved by this decision if the scope of the audit work changes significantly.

1.6. To instruct the CEO of the Company, Darius Šulnis, to coordinate other terms of the audit services agreement with the Audit Company at his own discretion, and to conclude and sign the audit services agreement with the Audit Company.

Question 3

Resolutions of the shareholders’ meeting held on 30 April 2025

Answer

The resolutions of the General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2025:

Presentation of the public joint stock company Invalda INVL consolidated annual management report for 2024.

Shareholders of the public joint stock company Invalda INVL were presented with the Consolidated Annual Management Report of the Company for 2024 (attached). There is no voting on this issue of agenda.

Presentation of the independent auditor’s report on the financial statements and consolidated annual management report of the public joint stock company Invalda INVL.

Shareholders of the public joint stock company Invalda INVL were presented with the independent auditor’s report on the financial statements and consolidated annual management report of the Company (attached). There is no voting on this issue of agenda.

Approval of the consolidated and stand-alone financial statements for 2024 of the public joint stock company Invalda INVL.

To approve the consolidated and stand-alone financial statements for 2024 of the public joint stock company Invalda INVL (attached).

Resolution regarding profit distribution of the public joint stock company Invalda INVL.

To approve the profit distribution of the joint-stock company Invalda INVL in accordance with the draft profit distribution proposed by the Board (attached).

Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report of the public joint stock company Invalda INVL for 2024 (included into the Consolidated Annual Report as Annex 4).

Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,100 thousand is not used.

To use the reserve (a part of it) for the purchase of own shares and to purchase shares of Invalda INVL under these conditions:

1) The goal for the purchase of own shares is to reduce the share capital of Invalda INVL by cancelling own shares acquired by the company and/or to fulfil the obligations related to the share option schemes (options) if it is decided to choose this method of granting shares.

2) The maximum number of shares to be acquired – the nominal value of own shares may not exceed 1/10 of the share capital.

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 – value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken; minimum one share acquisition price is EUR 1.

5) The conditions of the selling of the purchased shares and minimal sale price: Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives. The acquired shares will not be sold and therefore no minimum selling price and no procedure for the sale of the shares are set.

The Board of Invalda INVL is hereby mandated to:

(i) To initiate a reduction of the Company’s share capital within the time limits specified by law if the nominal value of the own shares acquired and held exceeds 1/10 of the share capital.

(ii) Subject to the conditions set out in this decision and the requirements of the Law on Companies of the Republic of Lithuania, take decisions regarding purchase of own shares of Invalda INVL, organise the purchase of own shares, determine the method, procedure and timing of the purchase of the shares, the number of shares and the price of the shares, and carry out any other actions relating to the purchase of own shares.

As of the date of this resolution, the resolution of the Annual General Meeting of 30 April 2024 regarding the acquisition of own shares will expire.

Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2022.

Pursuant to the decision of the General Meetings of Shareholders of 30 April 2022, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2025 were concluded with the employees of Invalda INVL and companies in which more than 50% of the shares are owned by Invalda INVL, to establish that the right of the employees to acquire the said shares is exercised by transferring to the employees own shares acquired by the company.

To establish that, for the exercise of the stock options granted in 2022, the transfer price and the maximum number of own shares of the Company to be transferred shall be:

A) If the shareholders’ meeting of 30 April 2025 does not approve the proposed distribution of profit and no dividends are allocated, up to a maximum of 40,862 units shall be transferred to the employees at a price per share of EUR 0.90, i.e. the purchase price of EUR 1 (one) set by the shareholders’ meeting of 30 April 2022 shall be reduced by the amount of the dividends paid prior to the signing of the share purchase agreement.

B) If the shareholders’ meeting of 30 April 2025 approves the proposed distribution of profit and a dividend of EUR 1.25 per share is allocated, taking into account that the amount of dividends per share allocated from the date of conclusion of the option agreement to the date of signing the share purchase agreement exceeds the fixed acquisition price of EUR 1 (one), the shares shall be granted to the employees free of charge and the amount of the granted shares shall be converted in accordance with the following formula in order to preserve the economic rationale of the agreement for concluding the share purchase agreement: (0.35 (difference resulting from the payment of dividends since the conclusion of the option agreement) * number of shares allotted in 2022)/(EUR 18.80 (the higher of the closing price at the end of 2024 between the share market price and the NAV per share) – EUR 1.25 (dividends allocated)). The calculated number of shares is rounded according to mathematical rules. The number of shares to be transferred to the employees is recalculated in this way to 41,678 units.

Resolution regarding the number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2025 and regarding the price of the shares.

It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50% or more shares, during the year 2025 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2028 employees will be able to exercise the right to acquire up to 100,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value.

To provide that the shares will be granted free of charge. If the company has declared dividends or paid out free funds per share prior to the grant of the shares, the number of shares to be granted will be recalculated in accordance with the following formula in order to preserve the economic logic of the share purchase agreement: (dividends granted per share at the General Shareholders Meetings in 2026, 2027 and 2028 and/or free funds disbursed per share in the period 2025 – 2028 prior to the grant of the shares) * number of shares allotted in 2025)/(the higher of the price at the end of 2027 between the share market price and the NAV per share – dividends declared at the General Shareholders Meeting in 2028 and/or free funds disbursed per share in the period 2028 prior to the grant of shares). If the shares are granted before the record date for the 2028 dividend, such dividends per share shall not be included in the conversion formula. The number of shares recalculated in accordance with this formula shall be deemed to be approved by the shareholders in accordance with the Rules for Granting Equity Incentives. If in 2028 newly issued shares are granted, the issue price per share will be equal to the nominal value of the share and it will be paid in full by Invalda INVL from the company’s reserve for granting shares.

Attached:

Financial statements for 2024

Auditors report

Profit (loss) distribution approved at 30 04 2025 GSM

Audit Committee report_Invalda INVL_2024

Question 4

Resolutions of the shareholders’ meeting held on 30 April 2024

Answer

The resolutions of the General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2024:

1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2023.

Shareholders of the public joint stock company Invalda INVL were presented with the Consolidated Annual Report of the Company for 2023 (attached).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint stock company Invalda INVL.

Shareholders of the public joint stock company Invalda INVL were presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (attached).

3. Approval of the consolidated and stand-alone financial statements for 2023 of the public joint stock company Invalda INVL.

To approve the consolidated and stand-alone financial statements for 2023 (attached) of the public joint stock company Invalda INVL.

4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.

To approve the profit distribution of the joint-stock company Invalda INVL (attached).

According to approved profit distribution EUR 0.10 dividends per share will be paid. Record date is 15 May 2024.

5. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report of the public joint stock company Invalda INVL for 2023 (included into the Consolidated Annual Report as Annex 4).

6. Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,888 thousand is not used.

To use the reserve (a part of it) for the purchase of own shares and to purchase shares in Invalda INVL under these conditions:

1) The goal for the purchase of own shares is to reduce the share capital of Invalda INVL by cancelling own shares acquired by the company and/or to fulfil the obligations related to the share option schemes (options) if it is decided to choose this method of granting shares.

2) The maximum number of shares to be acquired – the nominal value of own shares may not exceed 1/10 of the share capital.

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 – value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken; minimum one share acquisition price – EUR 1.

5) The conditions of the selling of the purchased shares and minimal sale price: Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives. The acquired shares will not be sold and therefore no minimum selling price and no procedure for the sale of the shares are set.

The Board of Invalda INVL is hereby instructed to:

(i) To initiate a reduction of the Company’s share capital within the time limits specified by law if the nominal value of the own shares acquired and held exceeds 1/10 of the share capital.

(ii) Subject to the conditions set out in this decision and the requirements of the Law on Companies of the Republic of Lithuania, take decisions regarding purchase of own shares of Invalda INVL, organise the purchase of own shares, determine the method, procedure and timing of the purchase of the shares, the number of shares and the price of the shares, and carry out any other actions relating to the purchase of own shares.

From the date of this resolution the resolution of the General Shareholders Meeting on 30 April 2023 on the acquisition of own shares expires.

7. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2021.

Pursuant to the decision of the General Meetings of Shareholders of 30 April 2021, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2024 were concluded with the employees of Invalda INVL AB and companies in which more than 50% of the shares are owned by Invalda INVL, to establish that the right of the employees to acquire the said shares is exercised by submitting to the employees for subscription no more than 65.070 newly issued shares of the company.

8. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL.

Increase the authorised capital of the joint stock company Invalda INVL by additional monetary contributions from EUR 3,547,948.45 to EUR 3,566,818.75.

9. The class, number, nominal value and minimum issue price, the payment for newly issued shares and the use of the reserve for granting shares.

The authorised capital of Invalda INVL is increased by issuing 65,070 ordinary registered shares with a nominal value of EUR 0.29.

If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities.

Determine the issue price of the newly issued shares and the procedure for payment thereof:

(i) if a dividend of 0.10 per share is allocated at the General Meeting of Shareholders on 30 April 2024 deciding on the distribution of the profit for 2023 of the joint stock company Invalda INVL (agenda item No. 4), the issue price of newly issued 65,070 ordinary registered shares with a nominal value of EUR 0.29 will be EUR 18,870.30, respectively, the issue price of one share – EUR 0.29, part of which, equal to EUR 0.25, shall be paid by the subscribing employees by way of a monetary contribution within 5 working days from the day of the conclusion of the subscription agreement, and the remaining part of the share issue price – EUR 0.04, shall be paid with the funds of the joint-stock company Invalda INVL from the reserve for granting shares.

(ii) if no dividend is approved at the General Meeting of Shareholders on 30 April 2024 when deciding on the distribution of Invalda INVL’s 2023 profit (agenda item 4), the issue price of the 65,070 new ordinary registered shares with a nominal value of EUR 0.29 per share shall be EUR 22,774.50, respectively the issue price per share shall be EUR 0.35, shall be paid by the subscribing employees by way of a monetary contribution within 5 working days from the day of the conclusion of the subscription agreement.

10. Cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the Company.

Pursuant to the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of the shareholders of Invalda INVL to acquire 65,070 ordinary registered shares with a nominal value of EUR 0.29 each.

Priority will be revoked upon implementation of the decisions of the company’s general meetings of shareholders on 30 April 2021, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire ordinary registered shares of the public joint-stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued 65,070 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts and for whom the right to acquire the newly issued shares has not been revoked on the grounds established in the Rules for Granting Equity Incentives (the list of persons who are entitled to acquire the newly issued 65,070 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of the personal data the list is not published).

11. Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association.

In order to:

(i) to implement the decisions set out in items 7 to 10 of the agenda for this meeting;

(ii) to establish in the Articles of Association the right of the Board of the Company to form committees, appoint members of such committees and approve the regulations of the committees;

approve a new wording of the Articles of Association of Invalda INVL (draft Articles of Association is attached), amending the entire text of the Articles of Association (without additionally approving the amendment of individual items of the Articles of Association).

To authorise Darius Šulnis, the Chief Executive Officer of Invalda INVL, to sign the new wording of the Articles of Association.

12. Resolution on the approval of the number of stock options granted by the decision of the company’s shareholders’ meeting on 22/11/2023.

Considering that:

(i) in accordance with the company’s Rules for Granting Equity Incentives, the shareholders must approve the specific number of shares for which it is proposed to enter into stock option agreements;

(ii) on 22 November 2023, by the decision of the general meeting of shareholders of the company, employees of UAB INVL Asset Management, INVL Life, UADB, UAB FMĮ INVL Financial Advisors, the subsidiaries of Invalda INVL, who were transferred to AB Šiaulių bankas or its subsidiaries, in connection with the implementation of the merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses with AB Šiaulių bankas group, were offered to enter into stock option contracts, on the basis of which the number of granted shares will be calculated according to the formula, which, as stated in the aforementioned shareholders’ resolution, will not exceed the amount of shares calculated by dividing EUR 300,000 (three hundred thousand) by the difference between the net asset value per share of Invalda INVL on 31 December 2023 or the market price of the company’s shares on the said date (taking the greater of these two amounts), reduced by the amount of dividends assigned to the share at the ordinary general meeting of shareholders in 2024 (if such a decision is adopted);

to confirm that the exact number of shares which, by the decision of the company’s general meeting of shareholders on 22 November 2023, was granted the right to purchase on the basis of the concluded stock option contracts is 8,952 in the event that the dividends referred to in item 4 of the agenda are declared, or 8,888 in the event that the dividends are not declared.

13. Resolution regarding the number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2023 and regarding the price of the shares.

It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50%or more of shares, during the year 2024 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2027 employees will be able to exercise the right to acquire up to 100,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision was made prior to the signing the share purchase agreement, which stipulates payments to shareholders, the sale price of EUR 1 (one) per share would be recalculated, reducing it by the amount paid per share. The price of the shares is fixed and does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of Invalda INVL on the regulated market.

14. Approval of the new wording of the Remuneration Policy.

To approve the new wording of the Remuneration Policy of Invalda INVL, which shall take effect from the date of its approval.

To instruct the company’s CEO to publish the Remuneration Policy on the company’s website and to ensure the proper implementation of the Remuneration Policy.

Question 5

Resolutions of the shareholders’ meeting held on 22 November 2023

Answer

The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 22 November 2023:

The decision regarding the ordinary registered shares of the joint-stock company Invalda INVL, for which stock option contracts are proposed for part of the employees in 2023, and the price of the shares.

It is proposed to enter into stock option contracts with the employees of UAB INVL Asset Management, INVL Life, UADB, UAB FMĮ INVL Financial Advisors, the subsidiaries of Invalda INVL, moving to AB Šiaulių bankas or its subsidiaries, in connection with the implementation of the merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses with AB Šiaulių bankas group, which was concluded on 22 November 2022. On the basis of the above-mentioned stock option contracts, in 2027 the employees will be able to exercise the right to acquire ordinary registered shares with a nominal value of EUR 0.29 shares of the joint-stock company Invalda INVL, by paying for every acquired share EUR 1 (one), the amount of which will not exceed the amount of shares calculated by dividing EUR 300,000 (three hundred thousand) by the difference between the net asset value per share of Invalda INVL on 31 December 2023 or the market price of the company’s shares on the said date (taking the greater of these two amounts), reduced by the amount of dividends assigned to the share at the ordinary general meeting of shareholders in 2024 (if such a decision is adopted), and the exercise price of 1 ( one) euro. If, between the general meeting of shareholders in 2024 and the signing of the share purchase agreement, a decision that stipulated payments to shareholders is made, the sale price of 1 (one) euro per share would be recalculated, reducing it by the amount paid per share. The acquisition price of the shares is fixed and does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of Invalda INVL on the regulated market. These stock options would be granted as a variable part of the remuneration for the 2023.

Question 6

Resolutions of the shareholders’ meeting held on 30 April 2023

Answer

The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2023:

1. Presentation of the public joint stock company Invalda INVL consolidated annual report for 2022.

Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Report of the Company for 2022 (attached). There is no voting on this issue of agenda.

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint stock company Invalda INVL.

Shareholders of the public joint stock company Invalda INVL are presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (attached). There is no voting on this issue of agenda.

3. Approval of the consolidated and stand-alone financial statements for 2022 of the public joint stock company Invalda INVL.

To approve the consolidated and stand-alone financial statements for 2022 (attached) of the public joint stock company Invalda INVL.

4. Resolution regarding profit distribution of the public joint stock company Invalda INVL.

To approve the profit distribution of the joint-stock company Invalda INVL in accordance with the draft profit distribution proposed by the Board (attached).

5. Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report of the public joint stock company Invalda INVL for 2022 (included into the Consolidated Annual Report as Annex 4).

6. Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 9,888 thousand is not used.

To use the reserve (a part of it) for the purchase of own shares and to purchase shares in Invalda INVL under these conditions:

1) The goal for the purchase of own shares is to ensure 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 the share capital.

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 – value of consolidated equity per one share calculated according to the last publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken; minimum one share acquisition price – EUR 1.

5) The conditions of the selling of the purchased shares and minimal purchase price: Purchased own shares (including the shares acquired before the adoption of this decision) may be cancelled by the decision of the General Shareholders Meeting or by the decision of the Board granted the right to acquire the shares for the employees upon conditions of the Rules for Granting Equity Incentives, or sold by the decision of the Board upon the condition that minimum sale price for one share isn’t lower than value of consolidated equity per one share calculated according to the publicly announced data of the consolidated equity of Invalda INVL before the decision of the Board is taken, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.

The Board of Invalda INVL is delegated, on the basis of this resolution and the Law on Companies of the Republic of Lithuania, to adopt decisions regarding purchase and sale of own shares, to organise purchase and selling procedure of 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.

From the date of this resolution the resolution of the General Shareholders Meeting on 30 April 2022 on the acquisition of own shares expires.

7. Resolution regarding the exercise of stock options granted to Invalda INVL Group employees in 2020.

Pursuant to the decisions of the General Meetings of Shareholders of 30 April 2020 and 1 July 2020, on the basis of which stock option agreements on the acquisition of shares of Invalda INVL in 2023 were concluded with the employees of Invalda INVL AB and companies in which more than 50% of the shares are owned by Invalda INVL, to establish that the right of the employees to acquire the said shares is exercised by submitting to the employees for subscription no more than 314,819 newly issued shares of the company.

8. Resolution regarding increase of authorised capital of the public joint stock company Invalda INVL.

Increase the authorised capital of the joint stock company Invalda INVL by additional monetary contributions from EUR 3,493,935.08 to EUR 3,585,232.59.

9. Class, number, nominal value and minimum issue price and payment for the issued shares.

The authorised capital of Invalda INVL is increased by issuing 314,819 ordinary registered shares with a nominal value of EUR 0.29.

If not all shares are subscribed for during the subscription period, the authorised capital will be increased by the sum of the nominal values of the subscribed shares. On the basis of this decision, the Board of the Company must amend the Articles of Association and the number of shares accordingly in the Articles of Association and submit the amended Articles of Association to the Registrar of Legal Entities.

To determine that when exercising the stock options granted in 2020, the minimum issue price of one share is EUR 0.35 (the minimum total issue value of these shares is EUR 110,186.65).

To instruct the Board of the Company to make all decisions necessary to exercise stock options granted in 2020, including, but not limited to, determining the exact share issue price. In accordance with the provisions of Article 45 of the Law on Companies, shares may be issued at different share issue prices during one share issue.

The issue price of the newly issued shares is paid in cash by the persons subscribing to the shares.

The subscription agreements for the issued shares are concluded until 20 July 2023.

10. Cancellation of the pre-emptive right of shareholders of the public joint stock company Invalda INVL to acquire shares issued by the Company.

Pursuant to the provisions of Article 57 of the Law on Companies of the Republic of Lithuania, to cancel the pre-emptive right of the shareholders of Invalda INVL to acquire 314,819 ordinary registered shares with a nominal value of EUR 0.29 each.

Priority will be revoked upon implementation of the decisions of the company’s general meetings of shareholders on 30 April 2020 and 1 July 2020, on the basis of which employees of the public joint-stock company Invalda INVL and employees of the companies where more than 50 per cent of the shares are owned by the Company, signed stock option contracts to acquire ordinary registered shares of the public joint-stock company Invalda INVL. Accordingly, the pre-emptive right to acquire the newly issued 314,819 ordinary registered shares of the public joint-stock company Invalda INVL is granted to the employees of the joint stock company Invalda INVL and employees of the companies with more than 50 per cent of the shares owned by Invalda INVL, who have concluded the aforementioned option contracts and for whom the right to acquire the newly issued shares has not been revoked on the grounds established in the Rules for Granting Equity Incentives (the list of persons who are entitled to acquire the newly issued 314,819 ordinary registered shares of the public joint-stock company Invalda INVL is stored in the premises of Invalda INVL, in order to ensure the protection of the personal data the list is not published).

11. Amendment of the Articles of Association of the public joint stock company Invalda INVL and approval of the new wording of the Articles of Association.

To approve the new wording of the Articles of Association of the public joint stock company Invalda INVL (the draft Articles of Association are attached), changing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).

To authorise Darius Šulnis, the President of the public joint stock company Invalda INVL, to sign the new wording of the Company’s Articles of Association.

12. Resolution regarding the number of ordinary registered shares of Invalda INVL for which employees shall be offered stock options contracts during the year 2023 and regarding the price of the shares.

12.1. It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50%or more of shares, during the year 2023 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2026 employees will be able to exercise the right to acquire up to 150,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). If a decision was made prior to the signing of the share purchase agreement, which stipulates payments to shareholders, the transfer price of EUR 1 (one) per share would be recalculated, reducing it by the amount paid per share. The acquisition price of the shares is fixed and does not change depending on the performance of the company and / or other group companies or the price of ordinary registered shares of Invalda INVL on the regulated market.

These stock options would be granted as a variable part of the remuneration for the year.

12.2. It is offered for the employees of Invalda INVL and of the companies, in which Invalda INVL owns 50% or more of shares, during the year 2023 to sign stock options contracts, on the basis of which, according to the procedures and terms established in stock options contracts, in year 2026 employees will be able to exercise the right to acquire up to 350,000 ordinary registered shares of Invalda INVL of EUR 0.29 nominal value, by paying for every acquired share EUR 1 (one). This number of shares will be recalculated by reducing it by an amount such that the value of the options granted will be equal to the amount indicated below. The beneficiaries of these options would be granted about 7% of the increase in the value of the net assets between 31.12.2022 (EUR 11.07 per share) and 31.12.2025 above a minimum return barrier of 12% (i.e. the right to acquire shares would be granted if the value of the net assets on 31.12.2025 exceeds EUR 15.0552 per share). If payments per share are made prior to the subscription of the share purchase agreement, the minimum return barrier (EUR 15.0552 per share) would be reduced by the amount of the payment plus 12% interest calculated from the determined date by the company’s Board until 31.12.2025.

These stock options would be granted as a variable part of long-term incentive programme. The company’s board is authorized to establish detailed conditions for the implementation of this programme.

13. Update of the Regulations of the Audit Committee

Approve the updated Regulations of the Audit Committee of Invalda INVL (attached).

14. Revocation of members of the Audit Committee and election of members of the Audit Committee for a new term of office.

To recall Dangutė Pranckėnienė and Tomas Bubinas from the Audit Committee of Invalda INVL in corpore.

For a new term of 4 (four) years to elect to the Audit Committee of Invalda INVL 3 members, two of whom are independent: Dangutė Pranckėnienė (independent member), Andrius Lenickas (independent member) and Tomas Bubinas. The information about the Audit Committee members is attached.

15. Regarding the determination of remuneration for members of the Audit Committee.

To set a remuneration of no more than 200 euros per hour for work in the Audit Committee of Invalda INVL. The remuneration is paid for the hours actually spent performing the activities of a member of the Audit Committee.

Attached:

Audited annual reports of Invalda INVL for 2022 (.zip)

Auditor’s report

Audit Committee Report

Draft profit (loss) distribution

Draft Articles of Association

Draft Regulations of the Audit Committee

Presentation of candidates for the Audit Committee

Question 7

Resolutions of the shareholders’ meeting held on 22 February 2023

Answer

The resolutions of the Extraordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 22 February 2023:

Approving the performance of the concluded Master Agreement regarding merger of AB Invalda INVL retail asset management and life insurance businesses with Šiauliu bankas AB.

To allow AB Invalda INVL (hereinafter, Invalda INVL) to perform the Master agreement regarding merger of Invalda INVL’s indirectly managed retail asset management and life insurance businesses (hereinafter, the INVL Retail Businesses) with AB Šiaulių bankas, which was concluded on 22 November 2022 by Invalda INVL, UAB INVL Asset Management, INVL Life, uždaroji akcinė draudimo bendrovė and UAB FMĮ INVL Financial Advisors, on one side, and AB Šiaulių Bankas and Gyvybės Draudimo UAB SB Draudimas, on the other side (hereinafter, the Master Agreement, and the transaction executed thereunder – the Transaction) and the Transaction contemplated thereunder by approving the following main terms and conditions of the Transaction:

(i) Adoption of the decision regarding increase of the authorised capital of AB Šiaulių Bankas. The Transaction shall be carried out on the condition among others, that the general meeting of shareholders of AB Šiaulių Bankas, convened on 22 February 2023 (information on its convocation is provided here) shall adopt the following main decisions:

(a) To increase the authorised capital of AB Šiaulių Bankas from EUR 174,210,616.27 to EUR 192,269,027.34 by additional contributions by issuing a total of 62,270,383 ordinary registered shares with a nominal value of EUR 0.29 (hereinafter, the New Shares), as well as to set the issue price of the New Shares to be issued at EUR 0.645 per share (the total issue price of all New Shares to be issued is EUR 40,164,397 (hereinafter, the Total Issue Price)) and to initiate the admission of the New Shares to trading on regulated market by adding the New Shares to the existing issue of shares of AB Šiaulių Bankas (ISIN LT0000102253), which is admitted to trading on Nasdaq Vilnius AB trading list;

(b) To withdraw the pre-emption right of all shareholders of AB Šiaulių Bankas to acquire the New Shares in proportion to the aggregate nominal value of their shares, as well as to withdraw the pre-emption right to enable AB Šiaulių Bankas (i) to perform the Master Agreement; and (ii) to settle for the INVL Retail Businesses transferred to the Bank in accordance with the terms and conditions set out in the Master Agreement;

(c) To grant Invalda INVL the right to acquire all the New Shares for the Total Issue Price, by way of set-off of claims between AB Šiaulių Bankas and Invalda INVL arising from the Master Agreement and other Transaction documents as described below:

i. for the purpose of performing the Transaction under the Master Agreement, separate purchase and sale agreements will be entered into by Invalda INVL and the relevant entities of its corporate group, on one side, and AB Šiaulių Bankas and the relevant entities of its corporate group, on the other side, regarding relevant components of INVL Retail Businesses, on the basis of which AB Šiaulių Bankas will become obliged to pay to Invalda INVL and its respective group companies a fixed part of the purchase price of INVL Retail Businesses in the total amount of EUR 40,164,397, as set out in the Master Agreement (hereinafter, Part 1 of the Price);

ii. for the purpose of performing the Transaction under the Master Agreement, Invalda INVL and its relevant group companies will conclude agreements on the transfer of claim rights under which the claims against AB Šiaulių Bankas and its relevant group companies for payment of Part 1 of the Price will be consolidated at the level of Invalda INVL, and AB Šiaulių Bankas and its relevant group companies will conclude agreements on the transfer of obligations under which the obligations to pay Part 1 of the Price will be consolidated at the level of AB Šiaulių Bankas;

iii. Invalda INVL and AB Šiaulių Bankas will conclude a subscription agreement for the New Shares under which Invalda INVL will have an obligation to pay to AB Šiaulių Bankas the Total Issue Price and AB Šiaulių Bankas – to issue New Shares to Invalda INVL;

iv. the claim of AB Šiaulių Bankas against Invalda INVL for payment of the Total Issue Price will be set off against the claim of Invalda INVL for payment of Part 1 of the Price.

(ii) Object of the Transaction. The object of the Transaction is Invalda INVL’s indirectly managed second- and third-tier pension and UCITS funds and special investment funds investing in other collective investment entities, management businesses in Lithuania and life insurance business in Lithuania, Latvia and Estonia. Upon the terms, agreed between the parties, part of the life insurance business of Invalda INVL Group carried out in Latvia and Estonia may be excluded from the object of the Transaction without transferring it to Gyvybės Draudimo UAB SB Draudimas on the Transaction closing date by transferring in lieu of it an agreed appropriate amount of funds to the ownership of Gyvybės Draudimo UAB SB Draudimas (as part of the business of INVL Life, uždaroji akcinė draudimo bendrovė), considering that the price for such transferable assets is already included in the Part 1 of the Price (i.e., without making any additional payments by AB Šiaulių bankas group companies).

(iii) Price and payment. Settlement for the object of the Transaction consists of the part of a purchase price which is fixed and part of the purchase price which is variable, the purpose of the latter being to ensure a compensation mechanism for the parties of the Transaction due to potential changes in the capital of AB Šiaulių bankas, changes in the capital of the INVL retail business and/or in the object of the Transaction, which may potentially occur before the Transaction closing date, and/or due to the expenses related to performing the actions needed for the proper implementation of the Transaction documents. Part of the Price 1 is a fixed main part of the purchase price amounting to EUR 40,164,397, which was determined on the date of signing the Master Agreement and which will be paid by way of set-off of claims between AB Šiaulių Bankas and Invalda INVL arising from the Master Agreement and other Transaction documents (as described in item (i)(c) above), on condition that the general meeting of shareholders of AB Šiaulių Bankas, convened on 22 February 2023, has adopted resolutions in favour of the agenda items 1–4 (information) and Invalda INVL has subscribed for all the New Shares. Part 2 of the Price is the remaining variable part of the purchase price, which will be paid in cash on the Transaction closing date, and which calculation procedure and specific amount will be approved, in accordance with the principle stated above.

Please note that the general meeting of shareholders of AB Šiaulių Bankas, which took place on 22 February 2023, adopted resolutions in favour of the agenda items 1–4 (information about the adopted decisions can be found here), therefore the above-mentioned condition, needed for the entry into force of the 1st (first) item on the agenda of Invalda INVL, is fulfilled.

Selection of the audit company for the audit of annual financial statements and the determination of the terms of payment for the audit services.

2.1. To select (appoint) the audit company KPMG Baltics, UAB (company code 111494971, registered office: Lvivo street 101, Vilnius) (hereinafter – the Audit Company) to perform the audit of the annual financial statements of AB Invalda INVL (hereinafter – the Company) for the year 2022.

2.2. To confirm that if until 30 May 2023 the Company expresses its desire to extend the audit contract and the Audit Company has no objections, the Audit Company is appointed to audit the Company’s 2023 and/or 2024 financial statements.

2.3. To determine the total remuneration for the Audit Company not more than EUR 58,500 excluding VAT, for the audit of the financial statements for the year 2022.

2.4. If the Audit Company provides the audit services to the Company in 2023 and 2024 in accordance with Clause 2.2 of this decision, the Audit Company’s remuneration for the audit of the financial statements for 2023 and 2024 would be not higher than that determined according to the audit remuneration for 2022 and it will be increased annually by the average annual rate of inflation and reduced it by the agreed discount amount.

2.5. The Management Board of the Company has the right to increase the Audit Company’s salary by no more than 15% from the annual salary for 2022-2024 approved by this decision, if the scope of audit work changes significantly.

2.6. To instruct the President of the Company, Darius Šulnis, to coordinate other terms of the audit services agreement with the Audit Company at his own discretion, and to conclude and sign the audit services agreement with the Audit Company.

The person authorized to provide additional information is:
Darius Sulnis, President of Invalda INVL
E-mail [email protected]

Question 8

Resolutions of the shareholders’ meeting held on 30 April 2022

Answer

The resolutions of the Ordinary General Shareholders Meeting of the public joint stock company Invalda INVL held on 30 April 2022:

Presentation of the public joint stock company Invalda INVL consolidated annual report for 2021.

Shareholders of the public joint stock company Invalda INVL are presented with the Consolidated Annual Report of the Company for 2021 (attached). There is no voting on this issue of agenda.

Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint stock company Invalda INVL.

Shareholders of the public joint stock company Invalda INVL are presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (attached). There is no voting on this issue of agenda.

Approval of the consolidated and stand-alone financial statements for 2021 of the public joint stock company Invalda INVL.

To approve the consolidated and stand-alone financial statements for 2021 (attached) of the public joint stock company Invalda INVL.

Resolution regarding profit distribution of the public joint stock company Invalda INVL.

To distribute profit of the public joint stock company Invalda INVL as follows (thousand EUR):

1) Retained earnings (loss) at the beginning of the financial year of the reporting period;	62,686
2) Net profit (loss) for the financial year;	37,453
3) Profit (loss) not recognized in the income statement of the reporting financial year;	–
4) Transfers from reserves;	–
from the reserve for the acquisition of own shares	–
from the mandatory reserve	–
from share premium	–
from share based payments reserve	–
5) Shareholders contribution to cover loss (if all or part of loss is covered by the shareholders)	–
6) Distributable profit (loss) in total;	100,139
7) Profit transfers to the legal reserves;	–
8) Profit transfers to the reserves for own shares acquisition	–
9) Profit transfers to the reserve for granting equity incentives	–
10) Profit to be paid as dividends*;	-7,637*
11) Profit to be paid as annual payments (bonus) and for other purposes;
12) Retained earnings (loss) at the end of the financial year.	92,502

* EUR 0.65 per share, when the total number of shares entitling to dividends is 11,749,032. If the increase of the share capital is registered before the shareholders’ rights accounting day, EUR 0.65 per share would also be paid for the newly issued shares. In this case, the amount allocated for dividends would increase to EUR 7,682 thousand and retained earnings (loss) at the end of the financial year would decrease to EUR 92,457 thousand.

Decision on approval of the Remuneration Report of the public joint stock company Invalda INVL.

To approve the Remuneration Report of the public joint stock company Invalda INVL for 2021 (presented as Annex 4 to the Consolidated Annual Report).

Regarding the election of the members of the Board of Invalda INVL for a new term of office.

At the end of the term of office of the members of the Board of Invalda INVL, to elect the following persons to the Board of Invalda INVL for 4 (four) years term of office:

The nominees are:
– Tomas Bubinas (independent member of the Board),
– Alvydas Banys
– Indrė Mišeikytė.

The newly elected members of the Board shall take up their duties upon adoption of this decision.

Regarding the determination of remuneration for work in the Board of the company.

7.1. To enter into Agreements with the elected members of the Board on the activities of the member of the Board and to set the following remuneration for the work in the Board of Invalda INVL (all taxes and fees applicable to the member of the Board, except for VAT (when the member of the Board becomes liable to pay VAT), inclusive):

7.1.1. to set a salary of EUR 200 per hour for an independent member of the Board, which shall be paid at least once per quarter for the hours actually spent by a member of the Board in attending and preparing for meetings, according to the report of the member.

7.1.2. to set a fixed monthly remuneration of EUR 1,500 for the other members of the Board, and a monthly fixed remuneration of EUR 2,000 when the member of the Board serves as the Chairman of the Board. The monthly remuneration may be reduced proportionately or not paid at all if a member of the Board does not attend the meetings of the Board of the company or does not perform other functions assigned to him.

7.2. To instruct the Board of the Company to determine other terms of the Agreements by a jointly adopted decision.

Approval of the salary change in accordance with the provisions of the Remuneration Policy.

Pursuant to the provisions of the Remuneration Policy approved by the General Meeting of Shareholders of the Company on 30 April 2020, amendments to the existing remuneration levels of the members of the Board of the Company must be approved by the General Meeting of Shareholders. If the remuneration of the existing members of the Board is changed without the approval of the General Meeting of Shareholders, such changes in remuneration shall be submitted to the next General Meeting of Shareholders of the Company for approval.

In accordance with the provisions of the Remuneration Policy of the Company, to approve the monthly salary of the member of the Board, acting as the advisor in the company, in the amount of EUR 4,625 as of 1 May 2022.

Resolution regarding purchase of own shares of the public joint-stock company Invalda INVL.