SPECIAL CLOSED-END TYPE PRIVATE CAPITAL INVESTMENT COMPANY‘S
INVL TECHNOLOGY
ANNUAL REPORT, COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2021 PREPARED IN ACCORDANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
PRESENTED TOGETHER WITH INDEPENDENT AUDITOR‘S REPORT
Special closed-end type private capital investment company
INVL Technology
Gynėjų str. 14, LT-01109 Vilnius Company code 300893533
Phone +370 5 279 0601 Account No LT66 7044 0600 0604 2883
Fax +370 5 279 0530 SEB bank
E-mail: info@invltechnology.lt
CONFIRMATION OF RESPONSIBLE PERSONS
6 April 2022
Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities
(Article 12) of the Republic of Lithuania, management of INVL Technology hereby confirms that, to
the best our knowledge, the attached Company's financial statements for the year 2021 are
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union, give true and fair view of the assets, liabilities, financial position and profit or loss
of INVL Technology.
Presented Annual Report for the year 2021 includes a fair review of the development and
performance of the business and position of the company and its companies’ group in relation to
the description of the main risks and contingencies faced thereby.
ENCLOSED:
1. Company's financial statements for 2021.
2. Annual Report for 2021.
Chairman of the Investment Committee
of INVL Technology Kazimieras Tonkūnas
Chief Financier of the Management Company
INVL Asset Management Agnė Vainauskienė
Kazimieras Tonkūnas
Chairman of the Investment Committee of INVL
Technology, signs the Company‘s financial
statements for the year 2021, also Annual Report for
the year 2021 and Confirmation of responsible
persons with a qualified electronic signature.
Agnė Vainauskienė
Chief financier of the Management Company of INVL
Technology, signs the Company‘s financial
statements for the year 2021 and Confirmation of
responsible persons with a qualified electronic
signature.
3
Translation note:
This version of the financial statements has been prepared in Lithuanian and English languages. In all matters
of interpretation of information, views or opinions, the Lithuanian language version of the financial
statements takes precedence over the English language version.
TABLE OF CONTENTS
COMPANY’S FINANCIAL STATEMENTS:
BASIC DETAILS ......................................................................................................................................................... 4
STATEMENT OF COMPREHENSIVE INCOME ......................................................................................................... 5
STATEMENT OF FINANCIAL POSITION ................................................................................................................... 6
STATEMENT OF CASH FLOWS ................................................................................................................................ 7
STATEMENT OF CHANGES IN EQUITY ................................................................................................................... 8
NOTES TO THE FINANCIAL STATEMENTS ............................................................................................................. 9
1 General information ............................................................................................................................................. 9
2 Basis of preparation and accounting policies..................................................................................................... 10
3 Accounting estimates and judgements .............................................................................................................. 15
4 Financial assets at fair value through profit or loss ............................................................................................ 16
5 Cash and cash equivalents ............................................................................................................................... 20
6 Other receivables .............................................................................................................................................. 20
7 Bonds and loans ................................................................................................................................................ 21
8 Reserves ........................................................................................................................................................... 21
9 Provisions .......................................................................................................................................................... 22
10 Other current liabilities ....................................................................................................................................... 22
11 Net Asset Value (a non-IFRS measure) ............................................................................................................ 22
12 Dividends and interest income........................................................................................................................... 23
13 Other expenses ................................................................................................................................................. 23
14 Income tax ......................................................................................................................................................... 23
15 Earnings per share ............................................................................................................................................ 23
16 Related-party transactions ................................................................................................................................. 24
17 Segment reporting ............................................................................................................................................. 25
18 Financial instruments by category ..................................................................................................................... 25
19 Financial risk management ................................................................................................................................ 26
20 Covid - 19 .......................................................................................................................................................... 29
21 Events after the reporting period ....................................................................................................................... 29
ANNUAL REPORT .................................................................................................................................................... 30
INDEPENDENT AUDITOR’S REPORT ................................................................................................................... 118
4
BASIC DETAILS
Management
Supervisory Board
Audrius Matikiūnas
Indrė Mišeikytė
Gintaras Rutkauskas
Management Company
INVL Asset Management UAB
Investment committee
Mr Kazimieras Tonkūnas (Chairman)
Mrs Vida Tonkūnė
Mr Vytautas Plunksnis
Mr Nerijus Drobavičius
Depository
AB SEB bank
Address of registered office and company code
Registered office address:
Gynėjų g. 14,
Vilnius,
Lithuania
Company code 300893533
Banks
AB SEB bank
These financial statements were authorised for issue by the Management Company and signed on 6 April 2022.
Kazimieras Tonkūnas
Agnė Vainauskienė
Chairman of the Investment Committee
INVL Technology
Chief financier at INVL Asset
Management UAB
5
STATEMENT OF COMPREHENSIVE INCOME
Notes
2021
2020
Income
Net change in fair value of financial assets
4
2,713
6,740
Dividend income
1,415
-
Interest income
12
25
150
Total net income
4,153
6,890
Management fee
2.8
(603)
(471)
Success fee
9
(804)
(1,535)
Other expenses
2.8, 13
(125)
(117)
Total operating expenses
(1,532)
(2,123)
Operating profit (loss)
2,621
4,767
Finance costs
-
-
Profit (loss) before tax for the reporting period
2,621
4,767
Income tax expense
-
Profit (loss) for the reporting period
2,621
4,767
Other comprehensive income for the reporting period, net of
tax
-
-
TOTAL COMPREHENSIVE INCOME FOR THE
REPORTING PERIOD
2,621
4,767
Basic and diluted earnings (deficit) per share (in EUR)
15
0,22
0.39
6
STATEMENT OF FINANCIAL POSITION
Notes
As at
31 December 2021
As at
31 December 2020
ASSETS
Non-current assets
Financial assets at fair value through profit or loss
4
35,365
32,652
Loans
7
1,189
-
Total non-current assets
36,554
32,652
Current assets
Other receivables
6
-
2
Bonds
7
-
408
Loans
7
-
151
Cash and cash equivalents
5
2,097
2,191
Total current assets
2,097
2,752
Total assets
38,651
35,404
EQUITY AND LIABILITIES
Equity
Share capital
1
3,531
3,531
Share premium
8,268
8,268
Own shares
(296)
-
Reserves
8
10,229
10,154
Retained earnings
14,393
11,772
Total equity
36,125
33,725
Liabilities
Provisions for success and accrued management fees
9
2,339
1,535
Total long term liabilities
2,339
1,535
Current liabilities
Trade payables
-
1
Other current liabilities
10
187
143
Total current liabilities
187
144
Total liabilities
2,526
1,679
Total equity and liabilities
38,651
35,404
7
STATEMENT OF CASH FLOWS
Notes
2021
2020
Cash flows from operating activities
Net profit for the reporting period
2,621
4,767
Adjustments for:
Dividend income
(1,415)
-
Interest income
12
(25)
(150)
Net change in fair value of financial assets
4
(2,713)
(6,740)
Provisions for success and accrued management fees
9
804
1,535
(728)
(588)
Changes in working capital:
Decrease (increase) in other current assets
1
(1)
Dividends received
12
1,415
39
Increase (decrease) in other current liabilities
10
44
22
Cash flows from (used in) operating activities
1,460
60
Income tax paid
-
-
Net cash flows from (used in) operating activities
732
(528)
Cash flows from investing activities
Interest received
16
15
114
Loans (granted)
16
(1,675)
(375)
Loan repayments received
16
650
1,109
Bonds redemption
16
405
470
Net cash flows from (used in) investing activities
(605)
1,318
Cash flows from financing activities
Repurchase of own shares
(296)
-
Received payments for share based awards
75
-
Net cash flows from (used in) financing activities
(221)
-
Foreign exchange effect on the balance of cash and
cash equivalents
-
-
Net increase (decrease) in cash and cash equivalents
(94)
790
Cash and cash equivalents in the beginning of the
period
2,191
1,401
Cash and cash equivalents at the end of the period
5
2,097
2,191
8
STATEMENT OF CHANGES IN EQUITY
Share
capital
Share
premium
Own
shares
Legal
reserve
Reserve for
acquisition
of own
shares
Reserves
for share-
based
payments
Retained
earnings
Total
Balance at 31 December
2019
3,531
8,268
-
354
9,800
-
7,005
28,958
Redistribution of retained
earnings to the reserves
-
-
-
-
-
-
-
-
Total transactions with
owners of the Company,
recognised directly in equity
-
-
-
-
-
-
-
-
Net profit (loss) for 2020
-
-
-
-
-
-
4,767
4,767
Total comprehensive income
for 2020
-
-
-
-
-
-
4,767
4,767
Balance at 31 December
2020
3,531
8,268
-
354
9,800
-
11,772
33,725
Purchase of own shares
-
-
(296)
-
-
-
-
(296)
Share based payments
-
-
-
-
-
75
-
75
Redistribution of retained
earnings to the reserves
-
-
-
-
-
-
-
-
Total transactions with
owners of the Company,
recognised directly in equity
-
-
(296)
-
-
75
-
(221)
Net profit (loss) for 2021
-
-
-
-
-
-
2,621
2,621
Total comprehensive income
for 2021
-
-
-
-
-
-
2,621
2,621
Balance at 31 December
2021
3,531
8,268
(296)
354
9,800
75
14,393
36,125
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
9
NOTES TO THE FINANCIAL STATEMENTS
1 General information
INVL Technology UTIB (company code 300893533, hereinafter “the Company”) is a closed-ended type investment company
registered in the Republic of Lithuania. The Company‘s registered office address is Gynėjų g. 14, Vilnius, Lithuania.
On 14 July 2016 the Company has been issued a closed-ended type investment company (UTIB) license by the Bank of
Lithuania. Under the company’s Articles of Association, INVL Technology UTIB will operate until 14 July 2026, with extension
possible for further two years. With the status of an investment entity, the Company’s activities are supervised by the Bank of
Lithuania, thereby providing additional security to the investors.
INVL Technology strategy is to invest in national-level European IT businesses with high globalisation potential and grow them
into global players by utilizing the sales channels and intellectual capital of the managed companies.
Based on the Management Company’s INVL Asset Management Board decision the Investment Committee was formed in order
to ensure efficiency and control of investments. The Investment Committee consists of 4 (four) representatives of the
Management Company (employees, members of management bodies of the Management Company, other persons appointed
by a decision of the Board of the Management Company). The purpose of the Investment Committee is to ensure the Managed
Company’s objectives, its investment strategy and the adoption of prudent decisions for the investment and management of the
Managed Company’s assets, to supervise the adopted decisions. On 29 April 2021, the Company approved the establishment
of the Supervisory Board of the Company which replaced the Advisory Committee, formed back in April 2017. The purpose of
the Supervisory Board is to ensure the representation of the interests of the Company's shareholders, the accountability of this
body to the shareholders and the objective and impartial supervision of the Company’s activities. The Supervisory Board consists
of three members who are appointed and removed by the Board of the Managing Company.
The Company operates as a cluster of IT businesses working with large corporate and public entities. The entities managed by
the Company are classified into 3 functional groups: business climate improvement and e-government, IT services and software,
and cyber security. NRD Group companies belong to the business climate improvement and e-government group, the cyber
security group covers NRD CS, whereas the IT services and software group is formed by joining the areas of IT infrastructure
and IT intensive industries’ solutions. At the end of 2021 INVL Technology portfolio consists of 18 operating companies. At the
end of 2020 INVL Technology portfolio consisted of 17 operating companies. The major investments of INVL Technology are
currently in businesses based in Lithuania, Estonia, Norway, Moldova, Tanzania, Rwanda, Uganda and Bangladesh.
The Company has an agreement on depository services with SEB Bankas which acts as depository of the Company’s assets.
The Management Company manages the portfolio of investment instruments of the Company following principles of
diversification set in the Articles of Association (the conformity of the portfolio of investment instruments of the Company to those
principles shall be achieved within four years from the date the Bank of Lithuania issued a permission to certify Company’s
incorporation documents and to choose the Depository). The Company cannot invest more than 30% of net asset value of the
Company into any single issuer of the instrument. The indicator may be exceeded up to 4 years after the date the Company
became a closed-ended investment company. More detailed requirements are lined out in the Articles of Association of the
Company and in Note 19.1.
As at 31 December 2021 and 2020, the Company’s authorised share capital was divided into 12.175.321 ordinary registered
shares with par value of EUR 0.29 each. All the shares of the Company have been fully paid. The Company’s subsidiaries hold
no shares of the Company. The shareholders holding ownership to or otherwise controlling over 5% of the Company’s authorised
share capital (by number of votes held) are as follows as of 31 December 2021 and 31 December 2020:
Number of shares held as
at 2021.12.31
Percentage share
of share capital
2021.12.31
Number of shares held
as at 2020.12.31
Percentage share
of share capital
2020.12.31
LJB Investments UAB
2,424,152
19,91%
2,424,152
19.91%
Invalda INVL AB
1,873,678
15,39%
1,830,947
15.04%
Ms Irena Ona Mišeikienė
1,466,421
12,04%
1,466,421
12.04%
Lietuvos Draudimas AB
909,090
7,47%
909,090
7.47%
Mr Kazimieras Tonkūnas
675,452
5,55%
675,452
5.55%
Mr Alvydas Banys
618,745
5,08%
618,745
5.08%
Company (own shares)
107,686
0,88%
-
-
Other minor shareholders
4,100,097
33,68%
4,250,514
34.91%
Total
12,175,321
100,00%
12,175,321
100.00%
The Company’s shares are traded in the Baltic Secondary List of NASDAQ Vilnius stock exchange.
In 2021 and 2020 the Company did not have own employees.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
10
2 Basis of preparation and accounting policies
2.1 Basis of preparation
Statement of compliance
The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union (EU).
The Company meets the definition criteria of an investment entity under IFRS 10. The Company has no subsidiaries that provide
services related to the Company’s investment activities – therefore no subsidiaries to be consolidated – and the Company does
not prepare consolidated financial statements.
These financial statements have been prepared on a historical cost basis, except for financial assets measured at fair value
through profit or loss (portfolio companies). The financial statements are presented in EUR thousands, and all the amounts have
been rounded to the nearest thousand unless otherwise stated.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also
requires the management to exercise its judgement in the process of applying the Company’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in Note 3. Although these estimates are based on management’s best knowledge of current
circumstances, events or actions, actual results may ultimately differ from these estimates.
Amendments to standards and their interpretations
Adoption of new and/or changed IFRSs and International Financial Reporting Interpretations Committee (IFRIC) interpretations.
a) The following IFRSs, amendments thereto were adopted by the Company for the first time in the financial year ended
31 December 2021:
− Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest rate benchmark (IBOR) reform – phase 2
(effective for annual periods beginning on or after 1 January 2021)
The Phase 2 amendments address issues that arise from the implementation of the reforms (among which - accounting
for changes in the basis for determining contractual cash flows as a result of IBOR reform, end date for Phase 1 relief
for non-contractually specified risk components in hedging relationships, additional temporary exceptions from applying
specific hedge accounting requirements, additional IFRS 7 disclosures related to IBOR reform) including the
replacement of one benchmark with an alternative one. In the opinion of the Company, these amendments had no
significant impact on the Company’s financial statements (Note 19.1).
− Amendments to IFRS 16 Covid-19-Related Rent Concessions – (effective for annual periods beginning on or after 1
January 2021)
The amendments provided lessees (but not lessors) with relief in the form of an optional exemption from assessing
whether a rent concession related to COVID-19 is a lease modification. In the opinion of the Company, these
amendments had no significant impact on the Company’s financial statements.
b) Standards, interpretations and amendments thereto that are not yet effective and have not been early adopted by the
the Company:
− Covid-19-related rent concessions – Amendments to IFRS 16
In May 2020 an amendment to IFRS 16 was issued that provided an optional practical expedient for lessees from
assessing whether a rent concession related to COVID-19, resulting in a reduction in lease payments due on or before
30 June 2021, was a lease modification. An amendment issued on 31 March 2021 extended the date of the practical
expedient from 30 June 2021 to 30 June 2022. In the opinion of the Company, these amendments will have no
significant impact on the Company’s financial statements.
c) Standards, interpretations and amendments that have not been adopted by the European Union and that have not
been early adopted by the Group and the Company:
− Classification of liabilities as current or non-current – Amendments to IAS 1
− Classification of liabilities as current or non-current, deferral of the effective date – Amendments to IAS 1
− Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting policies
− Amendments to IAS 8: Definition of Accounting Estimates
The Company is currently assessing the impact of these amendments on the Company’s financial statements.
There are no other new standards, amendments to the existing standards or interpretations that are not yet effective and that
could have a material impact on the Company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
11
2 Basis of preparation and accounting policies (cont’d)
2.2 Investment entity and consolidated financial statements
Investment entity
The Company has multiple unrelated investors. The Company has multiple investments. Ownership interests in the Company
are in the form of equity securities issued by the Company – ordinary registered shares. In accordance with IFRS, the Company
meets all the requirements for an investment entity:
(i) The Company obtains funds from investors for the purpose of providing them with investment management services.
(ii) The Company commits to investors that its business purpose is to invest for capital appreciation, investment income
or both;
(iii) The management measures and evaluates its investments and makes investment decisions on a fair value basis as a
key criterion.
Subsidiaries
The Company meets the definition of an investment entity as defined by IFRS 10 and is required to account for the investments
in its subsidiaries at fair value through profit and loss. The fair value of subsidiary investments is determined on a consistent
basis as described in the Note 4.
Where the Company is deemed to control an underlying portfolio company, whereby the control is exercised via voting rights or
indirectly through the ability to direct the relevant activities in return for access to a significant portion of the variable gains and
losses derived from those relevant activities, the underlying portfolio company and its results are also not consolidated and are
instead reflected at fair value through profit or loss.
2.3 Functional and presentation currency
The financial statements are prepared in euros (EUR), which is the Company’s functional and presentation currency. Amounts
are rounded to the nearesr thousand (EUR thousand) unless otherwise stated. Due to the rounding effects, the totals in the
tables may not add up.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. All monetary assets and liabilities denominated in foreign currencies are translated into the functional currency
using the exchange rates prevailing at the year end. All translation differences are accounted for in profit or loss. All non-monetary
items carried at historical cost and denominated in foreign currency are translated using the exchange rates prevailing at the
dates of original transactions. All non-monetary items carried at fair value and denominated in foreign currency are translated
using the exchange rates prevailing at the dates of fair value measurement.
2.4 Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value of investments that are not traded in active markets is determined
by using valuation techniques. Such valuation techniques may include the most recent transactions in the market, the market
price for similar transactions, discounted cash flow analysis or any other valuation models.
At the end of each reporting period fair values for unlisted equity securities are determined by the external qualified valuer using
valuation techniques. Such valuation techniques may include earnings multiples (based on the budget earnings or historical
earnings of the issuer and earnings multiples of comparable listed companies) and discounted cash flows (based on the
expected future cash flows discounted at an appropriate discount rate). The Company adjusts the valuation model as deemed
necessary for factors such as non-maintainable earnings, seasonality of earnings, market risk differences in operations relative
to the peer multiples etc. The valuation techniques also consider the original transaction price and take into account the relevant
developments since the acquisition of the investments and other factors pertinent to the valuation of the investments, with
reference to such rights in connection with realisation, recent third-party transactions of comparable types of instruments, and
reliable indicative offers from potential buyers. In determining fair value, the Company may rely on the financial data of investee
portfolio companies and on estimates by the management of the investee portfolio companies as to the effect of future
developments. Although the external qualified valuer uses its best judgement, and cross- references results of primary valuation
models against secondary models in estimating the fair value of investments, there are inherent limitations in any estimation
techniques. Whilst the fair value estimates presented herein attempt to present the amount the Company could realise in a
current transaction, the final realisation may be different as future events will also affect the current estimates of fair value. The
effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to the
financial statements.
Where portfolio investments are held through subsidiary holding companies, the net assets of the holding company are added
to the value of the portfolio investment being assessed to produce the fair value of the holding company held by the Company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
12
2 Basis of preparation and accounting policies (cont’d)
2.5 Financial assets
Financial assets within the scope of IFRS 9 are classified as:
- financial assets at fair value through profit or loss,
- financial assets at fair value, recognizing the change in fair value as other comprehensive income,
- or financial assets measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
The Company classifies its investments in equity securities as financial assets measured at fair value through profit or loss.
Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are recognized in the
income statement under “Net change in fair value of financial assets”. Dividends on investments are recognized in the income
statement under "Dividend income" when the right to pay dividends is established. Assets in this category are classified as
current assets if the payment is settled within 12 months; otherwise, it is recorded as non-current assets.
As the business model for the Company‘s bonds and loans granted is held to collect contractual cash flows and they are solely
payments of principal and interest, the Company classifies these financial assets as measured at amortised cost. This category
also includes other receivables and cash and cash equivalents. The Company reclassifies debt instruments when and only when
its business model for managing those assets changes.
The value of financial assets at amortized cost at the balance sheet date is determined using the effective interest method, less
impairment.
Financial assets are recognised at fair value when the Company becomes party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been
transferred and the Company has transferred substantially all the risks and rewards of ownership.
2.6 Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
The Company follows a three-stage model for impairment for financial assets other than trade receivables:
− Stage 1 – balances, for which the credit risk has not increased significantly since initial recognition, or that have low
credit risk at the reporting date. For these assets, 12-month expected credit losses (‘ECL’) are recognised and interest
revenue is calculated on the gross carrying amount of the asset (that is, without deduction for credit allowance). 12-
month ECL are the expected credit losses that result from default events that are possible within 12 months after the
reporting date. It is not the expected cash shortfalls over the 12-month period but the entire credit loss on an asset
weighted by the probability that the loss will occur in the next 12 months;
− Stage 2 – comprises balances for which there have been a significant increase in credit risk since initial recognition
(unless they have low credit risk at the reporting date) but that do not have objective evidence of impairment. For these
assets, lifetime ECL are recognised, but interest revenue is still calculated on the gross carrying amount of the asset.
Lifetime ECL are the expected credit losses that result from all possible default events over the expected life of the
financial instrument. Expected credit losses are the weighted average credit losses with the probability of default (‘PD’)
as the weight;
− Stage 3 – comprises balances with objective evidence of impairment at the reporting date. For these assets, lifetime
ECL are recognised and interest revenue is calculated on the net carrying amount (that is, net of credit allowance).
Loans granted and bonds purchased are considered to be low credit risk when they have a low risk of default and the borrower
has a strong capacity to meet its contractual cash flow obligations in the near term.
The financial assets are considered as credit-impaired, if objective evidence of impairment exists at the reporting date. Evidence
of impairment may include indications that the debtors or a group of debtors are experiencing significant financial difficulty,
default or delinquency in payments, the probability that they will enter bankruptcy or other financial reorganisation.
Financial assets are written off, in whole or in part, when there is no reasonable expectation of recovery. Indicators that there is
no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of
the debtor. Impaired debts are derecognised when they are assessed as uncollectible.
For other receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognised from initial recognition of the receivables. Trade receivables are classified either to Stage 2 or Stage 3:
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
13
2 Basis of preparation and accounting policies (cont’d)
2.6 Impairment of financial assets (cont’d)
− Stage 2 – comprises receivables for which the simplified approach was applied to measure the expected lifetime credit
losses, except for certain trade receivables classified in Stage 3;
− Stage 3 – comprises trade receivables which are overdue more than 90 days or individually identified as impaired.
2.7 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with an original maturity of three months
or less.
2.8 Success fee and Management fee
The Management Fee is the remuneration paid to the Management Company for management of the assets of the Company,
which is payable for each quarter of a calendar year and is 0,5 percent of the weighted average capitalisation of the Company,
calculated according to the Articles of Assocation. The Management Fee during Investment Period for a full quarter is 0,625
percent (Investment Period is five years after obtaining a license for the Company (Note 1)). The Management Fee for the
Investment Period is disbursed according to the following rules:
− 80 percent of the Management Fee is paid not later than 5 Business Day after the last day of the quarter of a calendar
year;
− 20 percent of the Management Fee (total amount cannot exceed EUR 750 thousand) is disbursed with the first
disbursement of Success Fee; if Success Fee is not disbursed, this portion of Management Fee is not payable.
After Investment Period Management Fee is payable for each quarter of a calendar year and is 0,5 percent of the weighted
average capitalisation of the Company, calculated according to the Articles of Assocation.
The Success Fee depends on the return earned by the Company, which shall be calculated for the whole Company but not for
an individual shareholder and is based on internal rate of return. The Success Fee is disbursed after annual internal rate return
of disbursements reaches annual rate of 8 percent during lifetime of the Company. The basis of calculation of annual internal
rate of return is initial net assets value of the Company as of 13 July 2016 and is equal to EUR 23,906,150.
After internal rate of return reaches 8 percent, excess return earned is allocated as the Success Fee until total return on
investment is distributed according to the proportion of 80/20 (20 percent of the return is the Success Fee payable to the
Management Company). Any amounts exceeding aforementioned return are disbursed to the shareholders after 20 percent
deduction as the Success Fee payable to the Management Company.
The Success Fee shall be disbursed to the Management Company only after the Shareholders are paid their initial investment
with average annual return of 8 percent. Until then, the Success Fee shall be accumulated and reflected in financial statements
as a liability to the Management Company according to the accounting policy. The Success Fee shall be disbursed to the
Management Company each time when funds are disbursed to Shareholders if the condition provided above is satisfied.
2.9 Financial liabilities
The Company recognises a financial liability when it first becomes a party to the contractual rights and obligations in the contract.
All financial liabilities are initially recognised at fair value, minus (in the case of a financial liability that is not at fair value through
profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at
amortised cost using the effective interest method. A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires.
Other short term liabilities
Other short term liabilities are classified as current liabilities if payment is due within one year or less (or in the normal operating
cycle of the business if longer). These financial liabilities are recognised initially at fair value and subsequently at amortised cost.
The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability is less than
one year, discounting is omitted.
Management fee
Non-contingent Management Fee payable quarterly is recorded as a financial liability and is measured at amortised cost.
Success fee
The Success Fee is accounted as a provision on a quarterly basis until the conditions, as described in note 2.8, for the payment
of the Performance Fee are satisfied, when payable part of the Success Fee is recorded as financial liability and is further
accounted for at amortised cost.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
14
2 Basis of preparation and accounting policies (cont’d)
2.10 Borrowing costs
Borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds.
2.11 Revenue recognition
The Company recognizes revenue when the amount of revenue can be measured reliably, it is probable that future economic
benefits will flow and certain criteria are met for each of the Company's activities as described below.
The following criteria also apply to income recognition:
Profit from investment transfer
Investment gains / losses are recognized when the significant portion of the risks and rewards of ownership of the investment is
transferred to the buyer. Gains / losses on investments are disclosed in conjunction with changes in the fair value of investments.
Interest Income
Interest income is recognized on an accrual basis using the effective interest rate that is used to discount accurately the
estimated future cash inflows over the expected useful life of the financial instruments to their net carrying amount.
Dividend income
Dividend income is recognized in the period in which the Company's right to receive payment is established.
2.12 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
recognised in equity as a deduction, net of tax, from share premium.
The financial instrument (shares of the Company) include legal obligation for the issuing entity to deliver pro rata share of its net
assets upon liquidation, which is certain to occur as the Company has finite life (Note 1). However, the shares of the Company
meet the following conditions, thus shares of the Company are treated as equity:
− It entitles the holder to a pro rata share of the entity’s net assets in the event of the entity’s liquidation. The entity’s net
assets are those assets that remain after deducting all other claims on its asset;
− The instrument is in the class of instruments that is subordinate to all other classes of instruments.
2.13 Share-based payments
As at 31 December 2021, the Company’s subsidiaries maintained a share-based payment scheme for the Subsidiaries’
employees remuneration. According to this program part of employee remuneration is settled in equity. Grant date is the date at
which the Company, Subsidiary and the employee agree to a share-based payment arrangement, and requires that the entity,
Subsidiary and the employee have a shared understanding of the terms and conditions of the arrangement. If the employee
services is rendered before grant date, the Company estimating the fair value of the equity instruments is by assuming that grant
date is at the reporting date. Once grant date has been established, the Company revises the earlier estimates so that the
amounts recognised for services received are based on the grant-date fair value of the equity instruments. Options under this
programme will vest notwithstanding any other conditions and is a non-optional part of remuneration. The option holder acquires
the ownership right to the option shares after the agreed period (5 years). Under certain conditions ownership rights could be
exercised earlier.
The fair values of options granted were determined using the purchase price of own shares as at 10 November 2021. All options
granted during 2021 was for the renumeration related to 2020 and are fully vested.
In total, EUR 75 thousand of employee remuneration was levied by the Company to its subsidaries has been paid by the
Subsidiaries and included in reserve for share-based payments. When the options are exercised, the Company sells own shares.
In its separate financial statements the grant by the Company of options over its equity instruments to the employees of
subsidiary undertakings is treated as a reserve for share-based payments. The fair value of employee services received,
measured by reference to the grant date fair value is recognized as a change in the investment in the subsidiary by adjusting for
the change in the value of the investment.
2.14 Net Asset Value
Net asset value is a non-IFRS financial measure disclosed by the Company and means the difference between the carrying
amount of the total assets owned by the Company reduced by the long-term and current liabilities of the Company, i.e. residual
interest in the entity by the shareholders and equals to the total equity of the Company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
15
2 Basis of preparation and accounting policies (cont’d)
2.15 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Investment Committee of the Management Company that makes strategic
decisions. All financial information, including the measure of profit, total assets and total liabilities, is analysed as a single
operating segment – investments in information technology businesses, therefore, it is not further disclosed in these financial
statements.
2.16 Current and deferred income tax
Following the provisions of the Lithuanian Law on Corporate Income Tax, investment income of closed-end investment
companies operating in accordance with the Lithuanian Law on Collective Investment Undertakings shall not be subject to
income tax.
2.17 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. The expense relating to any provision is presented in the profit or loss. If the effect
of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate,
the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised
as a finance cost.
Provisions for success fee and part of management fee
The Company is obliged to pay success fee and part of the management fee to the management company under certain
circumstances (note 2.8).
As management services are provided during the period, provision for success and part of management fee should be
recognised when the Company has a present obligation (legal or constructive) as a result of a past event (the annual return of
the Company exceeds hurdle rate of 8%). The amount to be recognized equals the best estimate of economic resources needed
to cover the obligation.
3 Accounting estimates and judgements
3.1 Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements that have the
most significant effect on the amounts recognised in these financial statements:
Investment entity status
The management periodically reviews whether the Company meets all the definition criteria of an investment entity. In addition,
the management assesses the Company’s business objective (Note 1), investment strategy, origin of income and fair value
valuation techniques. According to the management, the Company met all the definition criteria of an investment entity
throughout all the periods presented in these financial statements.
3.2 Accounting estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are described below. The Company based its assumptions and estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about future developments however, may change due to market
changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when
they occur.
The significant areas of estimation used in the preparation of these financial statements are discussed below.
Fair value of investments that are not traded in an active market
Fair values of investments in subsidiaries that are not traded in an active market are determined by using valuation techniques,
primarily discounted cash flows, income multipliers and last comparable transactions. The valuation techniques used to
determine fair values are periodically reviewed and compared against historical results to ensure their reliability. Details of the
inputs and valuation models used to determine Level 3 fair value are provided in Note 4.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
16
3 Accounting estimates and judgements (cont’d)
3.2 Accounting estimates and assumptions (cont’d)
Provision for success fee and accrued part of management fee
As described in Notes 2.9 and 2.17, if the conditions provided for in the Company's Articles of Association are met, the Company
has an obligation to pay a success fee and a cumulative part of the management fee to the Management Company. Since the
Company's estimated return as at 31 December 2021 exceeded the minimum return barrier over the entire Company's period,
i.e. a binding past event occurred, the Company calculated a provision for success and accrued management fees. The
Company estimates that the best estimate of the provision for the performance fee and the accrued management fee is the
excess of the actual earnings as at 31 December 2021 over the minimum return barrier that would have been paid to the
Management Company if the Company had sold all its investments at the balance sheet date at the fair value of the investments
determined in the balance sheet. This method of calculation is based on the assumption that the fair value of the investment
presented in the balance sheet is the best estimate of the possible selling price of the investment at the balance sheet date. If
the actual selling price of the investment were 5 % higher, the amount of the provision would increase by EUR 1,768 thousand,
and if the selling price were 5% lower, provision would decrease by EUR 1,768 thousand.
4 Financial assets at fair value through profit or loss
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
− Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
− Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly;
− Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on
observable market data.
The Company’s financial assets at fair value through profit or loss included assets attributed to Level 3 in the fair value hierarchy.
The Company has no Level 1 or Level 2 instruments.
The table below presents the Company’s direct and indirect investments in unconsolidated subsidiaries as at 31 December
2021:
Name
Country of
incorporation
Shares (voting rights)
held directly/indirectly
by the Company, (%)
Profile of activities
Novian UAB
Lithuania
100
Investing in IT companies
Novian Technologies UAB* **
Lithuania
100
Information technology solutions
NRD Companies AS
Norway
100
Information technology solutions
Norway Registers Development AS*
Norway
100
Information technology solutions
NRD Systems UAB*
Lithuania
95.91
Information technology solutions
Etronika UAB*
Lithuania
90
Information technology solutions
Norway Registers Development
Rwanda Ltd*
Rwanda
100
Information technology solutions
Infobank Uganda Ltd*
Uganda
30
Information technology solutions
NRD CS UAB
Lithuania
100
Information technology solutions
Novian Systems UAB* **
Lithuania
100
Information technology solutions
Andmevara SRL*
Moldova
100
Information technology solutions
Andmevara Services OU*
Estonia
100
Information technology solutions
Andmevara AS*
Estonia
100
Information technology solutions
FINtime UAB
Lithuania
100
Business process outsourcing
NRD Bangladesh Ltd*
Bangladesh
100
Information technology solutions
NRD AS Lithuania*
Lithuania
100
Information technology solutions
Zissor AS*
Norway
100
Information technology solutions
Elsis PRO UAB*
Lithuania
100
Information technology solutions
* These entities were indirectly controlled by the Company as at 31 December 2021.
** As of 8 December 2020, BAIP and Algoritmu Sistemos have changed their names to Novian Technologies and Novian Systems respectively.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
17
4 Financial assets at fair value through profit or loss (cont’d)
The table below presents the Company’s direct and indirect investments in unconsolidated subsidiaries as at 31 December
2020:
Name
Country of
incorporation
Shares (voting rights)
held directly/indirectly
by the Company, (%)
Profile of activities
Novian UAB
Lithuania
100
Investing in IT companies
Novian Technologies UAB* **
Lithuania
100
Information technology solutions
NRD Companies AS
Norway
100
Information technology solutions
Norway Registers Development AS*
Norway
100
Information technology solutions
NRD Systems UAB*
Lithuania
95.91
Information technology solutions
Etronika UAB*
Lithuania
90
Information technology solutions
Norway Registers Development
Rwanda Ltd*
Rwanda
100
Information technology solutions
Infobank Uganda Ltd*
Uganda
30
Information technology solutions
NRD CS UAB
Lithuania
100
Information technology solutions
Novian Systems UAB* **
Lithuania
100
Information technology solutions
Andmevara SRL*
Moldova
100
Information technology solutions
Andmevara Services OU*
Estonia
100
Information technology solutions
Andmevara AS*
Estonia
100
Information technology solutions
FINtime UAB
Lithuania
100
Business process outsourcing
NRD Bangladesh Ltd*
Bangladesh
100
Information technology solutions
NRD AS Lithuania
Lithuania
100
Information technology solutions
Zissor AS*
Norway
100
Information technology solutions
* These entities were indirectly controlled by the Company as at 31 December 2020.
** As of 8 December 2020, BAIP and Algoritmu Sistemos have changed their names to Novian Technologies and Novian Systems respectively
The Company conducts an independent valuation of its investments in subsidiaries when preparing the annual financial
statements. As at 31 December 2021 and 31 December 2020, the valuation was carried out by Deloitte Verslo Konsultacijos UAB
using the income approach. In the opinion of the management, the fair value of investments was determined appropriately using
the inputs and ratios properly selected and reasonably reflecting the investments. The fair value of investments was determined
in compliance with the International Valuation Standards approved by the International Valuation Standards Council. For the
income approach, the discounted cash flow method was used. It was based on free cash flow forecasts made by management
for the period of 5 years.
The fair values of the Company’s unconsolidated subsidiaries were as follows:
Name
At 31 December 2021
At 31 December 2020
Novian UAB Group*
19,599
19,740
NRD Group**
6,561
7,144
NRD CS UAB
8,971
5,535
FINtime UAB
234
233
Total
35,365
32,652
* Novian UAB group consisted of Novian UAB together with the entities controlled by it – Novian technologies UAB, , Anmevara Services OU,
Andmevara AS, Andmevara SRL, Zissor AS, Novian systems UAB.
** Includes all NRD Group companies
The subsidiaries of the Company as at 31 December 2021 did not have any significant restrictions on the repayment of dividends
to the Company from non-consolidated subsidiaries or the Company's loans to unconsolidated subsidiaries with the exception
of Novian UAB subordination agreement which has been signed between the Company, Novian UAB and Citadele Bank
regarding the loan agreement that was signed on 18 October 2021. The repayment term of Citadele bank credit is 30 September
2022 whereas the loan repayment to The Company is 31 October 2023.
Due to changes in the fair value of subsidiaries of the Company, the Company may incur losses.
Information about dividends is presented in Note 12.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
18
4 Financial assets at fair value through profit or loss (cont’d)
The table below presents movements in Level 3 financial instruments during 2021:
Opening balance at 1 January 2021
32,652
Increase the authorized capital of portfolio companies in cash
-
Increase of the authorized capital of portfolio companies by contributing directly managed portfolio companies
-
Sale of directly managed portfolio companies to other portfolio companies
-
Transfer of directly managed portfolio companies to other portfolio companies by increasing their share capital
-
Unrealized gains and losses for the reporting period recognized in the income statement for assets managed at the
end of the reporting period
2,713
Closing balance at 31 December 2021
35,365
The table below shows the fair value (Level 3) valuation methods of the investments in subsidiaries, the input data used and the
sensitivity analysis for changes in input data:
Name
Fair value,
EUR ‘000
Valuation
technique
Inputs
Input value
Reasonable
possible shift -
/+
Change in
valuation +/-
Novian Group
19,599
Discounted cash
flow
Weighted average cost of capital
7.4%
-/+ 0.5 %
1,783 / (1,480)
Long-term growth rate
2.0%
-/+ 0.5 %
(1,137) / 1,369
Free cash flows
-
-/+ 10 %
(1,683) / 1,683
Discount for lack of marketability
13.3%
-/+ 2 %
372 / (372)
5y revenue growth rate
-
-/+ 0.5 %
(535) / 545
NRD Group
6,561
Discounted cash
flow
Weighted average cost of capital
9.5%
-/+ 0.5 %
441 / (386)
Long-term growth rate
2.0%
-/+ 0.5 %
(280) / 321
Free cash flows
-
-/+ 10 %
(448) / 449
Discount for lack of marketability
14.9%
-/+ 2 %
241 / (225)
5y revenue growth rate
-
-/+ 0.5 %
(265) / 267
NRD CS UAB
8,971
Discounted cash
flow
Weighted average cost of capital
8.8%
-/+ 0.5 %
671 / (578)
Long-term growth rate
2.0%
-/+ 0.5 %
(429) / 497
Free cash flows
-
-/+ 10 %
(833) / 833
Discount for lack of marketability
14.5%
-/+ 2 %
209 / (209)
5y revenue growth rate
-
-/+ 0.5 %
(195) / 198
FINtime UAB
234
Net assets value
N/A
N/A
N/A
N/A
Total:
35,365
The fair value was based on discounted cash flow method, which was selected by the external valuator as the best representation
of the company specific development potential, except for FINtime UAB where net assets value method was used. Different
method was selected as at the current moment the entity is not expected to generate significant free cash flows. Due to the
limited number of comparable companies and transactions, lack of reliability of the market data and limited comparability of
peers, the results of the guideline public companies and transaction methods were used as a supplementary analysis and were
provided only for illustrative purposes in valuation report.
Cash flow projections made by Company’s management for the period of 5 years (2022-2026) were used as a basis in the
income method. Free cash flows were calculated as net profit plus depreciation/amortisation of property, plant and equipment
and intangible assets, plus or minus changes in working capital and minus capital expenditure. The resulting value was adjusted
by discount for lack of marketability and the amount of surplus assets/liabilities. As part of the valuation process, valuator had
analysed items presented on the balance sheet of each company and had identified assets and liabilities, which can be treated
as surplus assets (e.g. net working capital above normalised level, non-operating cash balances, loans to related parties) and
debt/debt-like items; all of which were adjusted when arriving at equity value of the company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
19
4 Financial assets at fair value through profit or loss (cont’d)
As at 31 December 2020
The table below presents movements in Level 3 financial instruments during 2020:
Opening balance at 1 January 2020
25,912
Increase the authorized capital of portfolio companies in cash
-
Increase of the authorized capital of portfolio companies by contributing directly managed portfolio companies
-
Sale of directly managed portfolio companies to other portfolio companies
-
Transfer of directly managed portfolio companies to other portfolio companies by increasing their share capital
-
Unrealized gains and losses for the reporting period recognized in the income statement for assets managed at the
end of the reporting period
6,740
Closing balance at 31 December 2020
32,652
The table below shows the fair value (Level 3) valuation methods of the investments in subsidiaries, the input data used and the
sensitivity analysis for changes in input data:
Name
Fair value,
EUR ‘000
Valuation
technique
Inputs
Input value
Reasonable
possible shift -
/+
Change in
valuation +/-
Novian Group
19,740
Discounted cash
flow
Weighted average cost of capital
8.5%
-/+ 0,5 %
1.410 / (1.208)
Long-term growth rate
2.0%
-/+ 0,5 %
(906) / 1.057
Free cash flows
-
-/+ 10 %
(1.687) / 1.687
Discount for lack of marketability
16.0%
-/+ 2 %
458 / (458)
5y revenue growth rate
-
-/+ 0.5 %
(373) / 379
NRD Group
7,144
Discounted cash
flow
Weighted average cost of capital
9.4%
-/+ 0,5 %
491 / (428)
Long-term growth rate
2.0%
-/+ 0,5 %
(307) / 351
Free cash flows
-
-/+ 10 %
(527) / 528
Discount for lack of marketability
17.1%
-/+ 2 %
255 / (238)
5y revenue growth rate
-
-/+ 0.5 %
(273) / 275
NRD CS UAB
5,535
Discounted cash
flow
Weighted average cost of capital
9.9%
-/+ 0,5 %
350 / (308)
Long-term growth rate
2.0%
-/+ 0,5 %
(219) / 249
Free cash flows
-
-/+ 10 %
(489) / 489
Discount for lack of marketability
16.4%
-/+ 2 %
132 / (132)
5y revenue growth rate
-
-/+ 0.5 %
(102) / 103
FINtime UAB
233
Net assets value
N/A
N/A
N/A
N/A
Total:
32,652
The fair value was based on discounted cash flow method, which was selected by the external valuator as the best representation
of the company specific development potential, except for FINtime UAB where net assets value method was used. Different
method was selected as at the current moment the entity is not expected to generate significant free cash flows. Due to the
limited number of comparable companies and transactions, lack of reliability of the market data and limited comparability of
peers, the results of the guideline public companies and transaction methods were used as a supplementary analysis and were
provided only for illustrative purposes in valuation report.
Cash flow projections made by Company management for the period of 5 years (2021-2025) were used as a basis in the income
method. Free cash flows were calculated as operating profit after tax plus depreciation/amortisation of property, plant and
equipment and intangible assets, plus or minus changes in working capital and minus capital expenditure. The resulting value
was adjusted by discount for lack of marketability and the amount of surplus assets/liabilities. As part of the valuation process,
valuator had analysed items presented on the balance sheet of each company and had identified assets and liabilities, which
can be treated as surplus assets (e.g. net working capital above normalised level, non-operating cash balances, loans to related
parties) and debt/debt-like items; all of which were adjusted when arriving at equity value of the company.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
20
5 Cash and cash equivalents
At 31 December
2021
At 31 December
2020
Cash in bank accounts
2,097
2,191
Total cash and cash equivalents
2,097
2,191
All Company's cash and cash equivalents comprised funds in the bank's current accounts, all cash is held in euros and no
restrictions are put on cash balance as at 31 December 2021 and 2020.
6 Other receivables
At 31 December
2021
At 31 December
2020
Prepayments and other receivables
-
2
Total value of other receivables
-
2
Subtracted: impairment of trade receivables and other receivables
-
-
Trade value of other receivables less expected credit losses
-
2
The credit quality of the Company's receivables can be estimated from the aging analysis below:
Receivables
not past due
and not
impaired
Less than
30 days
30 to 90
days
90 to 180
days
More than
180 days
Receivables
impaired
Total
As at 31 December 2021
Dividends receivable
-
-
-
-
-
-
-
Prepayments and other receivables
-
-
-
-
-
-
-
Expected credit losses
-
-
-
-
-
-
-
Other receivables less expected
credit losses
-
-
-
-
-
-
-
As at 31 December 2020
Dividends receivable
-
-
-
-
-
-
-
Prepayments and other receivables
2
-
-
-
-
-
2
Expected credit losses
-
-
-
-
-
-
-
Other receivables less expected
credit losses
2
-
-
-
-
-
2
Credit quality of receivables neither past due nor impaired
As at 31 December 2021, the Company did not have any receivables.
As at 31 December 2020, the Company did not have receivables that were due. As at the reporting date, for receivables neither
past due nor impaired there were no indications that the debtors will fail to fulfil their liabilities in due time. The maximum exposure
to credit risk as at the reporting date is equal to the carrying amount of each group of receivables indicated in the table above.
No expected credit losses were recognised in 2020 as estimated impairment of other receivables is not considered as significant.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
21
7 Bonds and loans
Bonds
At 31 December
2021
At 31 December
2020
Classiffied as current asset
-
408
Bonds
-
405
Accrued interest
-
3
Total value of bonds
-
408
On 31 December 2021, the Company did not have any bonds.
On 31 December 2020, the Company had bonds in FINtime UAB. Bonds were accounted for at amortized cost as they were
considered to be held for cash flow interest payments and principal repayments only. The bonds and accrued interests were
repaid in full on 28 February 2021.
As at 31 December 2021 and 2020, the expected credit loss was estimated not to be material and was, therefore, not recognized
in these financial statements.
Loans
At 31 December
2021
At 31 December
2020
Classiffied as non - current asset
1,189
-
Loans
1,175
-
Accrued interest
14
-
Classiffied as current asset
-
151
Loans
-
150
Accrued interest
-
1
Total value of loans
1,189
151
As at 31 December 2021, the Company has granted a loan to Novian UAB. Loans are accounted for at amortized cost as they
are considered to be held for cash flow interest payments and principal repayments only. The loans and accrued interests shall
be repaid in full no later than 31 October 2023.
As at 31 December 2020, the Company has granted a loan to the NRD Systems. Loans were accounted for at amortized cost
as they were considered to be held for cash flow interest payments and principal repayments only. The loans and accrued
interests shall be repaid in full no later than 31 January 2021.
As at 31 December 2021 and 2020, the expected credit loss was estimated not to be material and was, therefore, not recognized
in these financial statements.
8 Reserves
As at 31 December 2021, the Company‘s reserves consisted of the reserve for acquisition of own shares amounting to EUR
9,800 thousand, share based payment reserve amounting to EUR 75 thousand, and legal reserve amounting to EUR 354
thousand (EUR 9,800 thousand, nil, and EUR 354 thousand as at 31 December 2020, respectively). The reserves were formed
upon appropriation of the Company’s result in the past, except for share based payment reserve which was formed according
to share options agreements.
Legal reserve
Legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 % of net profit, calculated
in accordance with the statutory financial statements, are compulsory until the reserve reaches 10 % of the share capital. The
reserve can be used only to cover the accumulated losses. As at 31 December 2021 and 2020 legal reserve was fully formed.
Reserve for acquisition of own shares
Reserve for acquisition of own shares is formed for the purpose of acquiring own shares in order to keep their liquidity and
manage price fluctuations. It is formed from profit for appropriation. The reserve cannot be used to increase the share capital.
The reserve is reduced upon annulment of own shares. During the ordinary general meeting of shareholders, the shareholder
may decide to transfer the amounts not used for acquisition of own shares to the retained earnings. The Company’s management
did not have a formally approved programme for buy-up of its own shares as at the reporting date.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
22
8 Reserves (cont’d)
Share-based payments reserve
In December 2021 the Company entered into agreements with three of its subsidiaries to grant share options to its employess
for the consideration paid by the appropriate subsidiary. As at 31 December 2021 all payments for the reserved shares have
been received by the Company.
Share options and exercise prices are as follows for the reporting periods presented:
Number of shares
Exercise price per share
Outstanding at 31 December 2019
-
-
Granted
-
-
Forfeited
-
-
Exercised
-
-
Outstanding at 31 December 2020
-
-
Granted
27,340
2.74
Forfeited
-
-
Exercised
-
-
Outstanding at 31 December 2021
27,340
2.74
Exercisable at 31 December 2020
-
-
Exercisable at 31 December 2021
-
-
9 Provisions
Since the Company's estimated return as at 31 December 2021 exceeded the minimum return barrier over the entire Company's
period, the Company calculated a provision for success and accrued management fees:
At 31 December
2021
At 31 December
2020
Success fee
1,805
1,075
Accrued management fee
534
460
2,339
1,535
Movements of success fee and accrued management fee were recorded during the year.
Opening balance at 1 January 2021
1,535
Increase of success fee
730
Increase of accrued management fee
74
Closing balance at 31 December 2021
2,339
10 Other current liabilities
At 31 December
2021
At 31 December
2020
Management fee
165
124
Accrued audit expenses
10
10
Payable depository fee
10
9
Trade payables
2
1
Total other current liabilities
187
144
11 Net Asset Value (a non-IFRS measure)
At 31 December
2021
At 31 December
2020
Net asset value, total, EUR
36,125,378
33,725,239
Net asset value per share, EUR
2.9936
2.7700
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
23
12 Dividends and interest income
During the year of 2021 and 2020 there were no declared dividends by the Company.
During the year of 2021 EUR 1,415 thousand of dividends were received in cash by the Company (2020: EUR 39 thousand)
from portfolio entities.
2021
2020
Interest income
25
150
Dividend income
1,415
-
Total
1,440
150
13 Other expenses
2021
2020
Depository fees
40
34
Professional services
37
39
Stock exchange and securities fees
24
23
Audit servises
13
12
Other expenses
11
9
Other expenses (total)
125
117
14 Income tax
Since 2017 according to the provisions of the Lithuanian Law on Corporate Income Tax, investment income of a closed-ended
investment companies operating in accordance with the Lithuanian Law on Collective Investment Undertakings are not subject
to income tax. From 1 January 2018 all income of Collective Investment Undertakings are not subject to income tax.
15 Earnings per share
Basic earnings per share are calculated by dividing net profit for the year attributable to equity holders of the parent entity by the
weighted average number of ordinary shares outstanding during the year.
The weighted average number of shares for 12 months of reporting period was as follows:
Calculation of weighted average for the year
2021
Number of shares
(thousand)
Par value
(EUR)
Issued/365
(days)
Weighted
average
(thousand)
Shares outstanding as at 31 December 2020
12,175
0.29
366/366
12,175
Own shares acquired as at 11 November 2021
(108)
0.29
314/365
(15)
Shares outstanding as at 31 December 2021
12,067
0.29
-
12,160
Calculation of weighted average for 12
months of 2020
Number of shares
(thousand)
Par value
(EUR)
Issued/365
(days)
Weighted
average
(thousand)
Shares outstanding as at 31 December 2020
12,175
0.29
366/366
12,175
The following table reflects data on profit and shares used in the basic earnings per share computations:
2021
2020
Net profit attributable to the equity holders of the parent entity (EUR ‘000)
2,621
4,767
Weighted average number of ordinary shares (thousand)
12,160
12,175
Basic earnings per share (EUR)
0.22
0.39
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
24
16 Related-party transactions
The related parties of the Company were directly and indirectly managed subsidiaries (note 4) and management company.
The Company’s transactions with other related parties during 2021 and outstanding balances as at 31 December 2021 were as
follows:
Revenue and income
from related parties
Purchases
from related
parties
Receivables from
related parties
Payables to related
parties
UTIB „INVL Technology“
subsidiaries
Bonds
-
-
-
-
Interest on bonds
7
-
-
-
Loans
-
-
1,175
-
Interest on loans
18
-
14
-
Management company UAB “INVL
Asset management”
Success fee
-
804
-
804
Management fee
-
603
-
165
Other amounts
-
-
-
-
25
1,407
1,189
969
The Company’s transactions with other related parties during 2020 and outstanding balances as at 31 December 2020 were as
follows:
Revenue and income
from related parties
Purchases
from related
parties
Receivables from
related parties
Payables to related
parties
UTIB „INVL Technology“
subsidiaries
Bonds
-
-
405
-
Interest on bonds
90
-
3
-
Loans
-
-
150
-
Interest on loans
60
-
1
-
Management company UAB “INVL
Asset management”
Success fee
-
1,535
-
1,535
Management fee
-
471
-
124
Other amounts
-
-
1
-
150
2,006
560
1,659
Changes in loans and bonds granted to subsidiaries:
2021
2020
Outstanding as at 1 January
559
1,728
Interest charged
25
150
Bonds repayments received
(405)
(470)
Interest received
(15)
(184)
Loans granted
1,675
445
Loans repaid
(650)
(1,110)
Outstanding as at 31 December
1,189
559
All transactions with related parties are subject to the same terms and conditions that are applicable to third parties.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
25
17 Segment reporting
The Company has defined its operating segments in a manner consistent with the internal reporting provided to the Investment
committee of the Management company that is responsible for making strategic decisions.
The Investment committee is responsible for the Company’s entire portfolio and considers the business to have a single
operating segment. The Investment committee’s asset allocation decisions are based on a single, integrated investment strategy,
and the Company’s performance is evaluated on an overall basis.
The internal reporting provided to the Investment committee for the Company’s assets, liabilities and performance is prepared
on a consistent basis with the measurement and recognition principles of IFRS.
The Company has its headquarters in Lithuania. The Company's dividend income is disclosed in Note 12. The Company has no
significant fixed assets.
18 Financial instruments by category
The Company’s financial assets at fair value through profit or loss consisted of assets in Level 3. The Company has no
instruments in Level 1 and 2.
At amortised cost
At fair value through
profit or loss
Total
At 31 December 2021
Financial assets as per statement of financial position
Financial assets at fair value through profit or loss
-
35,365
35,365
Other receivables
-
-
-
Bonds
-
-
-
Loans
1,189
-
1,189
Cash and cash equivalents
2,097
-
2,097
Total
3,286
35,365
38,651
At amortised cost
At fair value through
profit or loss
Total
At 31 December 2020
Financial assets as per statement of financial position
Financial assets at fair value through profit or loss
-
32,652
32,652
Other receivables
2
-
-
Bonds
408
-
408
Loans
151
-
151
Cash and cash equivalents
2,191
-
2,191
Total
2,752
32,652
35,404
At amortised cost
At 31 December 2021
Financial liabilities as per statement of financial position
Trade payables
2
Other current liabilities
185
Total
187
At amortised cost
At 31 December 2020
Financial liabilities as per statement of financial position
Trade payables
1
Other current liabilities
143
Total
144
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
26
19 Financial risk management
19.1 Financial risk factors
The risk management function within the Company is carried out by the Management Company in respect of financial risks
(credit, liquidity, market, foreign exchange and interest rate risks), operational risk and legal risk. The primary objective of the
financial risk management function is to establish the risk limits, and then make sure that exposure to risks stays within these
limits. The operational and legal risk management functions are intended to ensure proper functioning of the internal policies
and procedures necessary to mitigate the operational and legal risks.
The Company’s financial liabilities consist of trade and other payables. The Company has various categories of financial assets,
however, the major items of its financial assets were financial assets at fair value through profit loss (consisting of the investments
in unconsolidated subsidiaries) and cash and cash equivalents.
The Company is being managed in a way that its portfolio companies are operating independently from each other. This helps
to diversify the operational risk and to create conditions for selling any controlled business without exposing the Company to any
risks.
The Company’s business objective is to achieve medium to long-term return on investments in carefully selected unlisted private
companies operating in information technology sector.
The main risks arising from the financial instruments are market risk (including foreign exchange risk, interest rate risk and price
risk), liquidity risk, concentration risk and credit risk. The risks are described below.
Market risk
Foreign exchange risk
The Company has no material exposures or transactions in currencies other than euro, therefore it is not exposed to foreign
currency risk.
Interest rate risk
In 2021 the Company did not have bonds and had a loan in total EUR 1.175 thousand. Loan interests is 6,1%, calculated each
month on a last day. As interest rates on bonds and loans are fixed and bonds and loans are accounted at amortised cost, the
company did not have interest rate risk related to acquired bonds.
In 2020 the Company had bonds in total EUR 405 thousand and loans in total EUR 150 thousand. Bonds and loans interests
were within the range of 10,5% - 12% , calculated each month on a last day. As interest rates on bonds and loans were fixed
and bonds and loans were accounted at amortised cost, the company did not have interest rate risk related to acquired bonds.
IBOR reform had no impact for the Company, as no lendings are EURIBOR linked, therefore there was no need to transition to
alternative benchmark interest rates. Changes in how EURIBOR is determined (determination has shifted from a quotes-based
to a transactions-based methodology) had no impact on interest rates applied, as for all EURIBOR linked borrowings three
months EURIBOR is subject to a 0% floor. Before and after the changes in how EURIBOR is determined EURIBOR was
negative, therefore 0% floor was applicable to arrive at interest rate and therefore those changes had no impact on interest rate
itself and no effect on future cash flows.
Price risk
The Company’s investments are susceptible to price risk arising from uncertainties about future values of the investments that
are not traded in an active market. To manage the price risk, the Investment comittee reviews the performance of the portfolio
companies on a quarterly basis, and keep regular contact with the management of the portfolio companies for business
development and day-to-day operation matters.
The information technology business and the information technology market are changing rapidly. Therefore, there is a risk that
unforeseen market changes may reduce the value of the Company's investments or the investment return of the Company's
investment objects. The realization price of the Company's investments may be higher or lower than the value of the assets
determined by the property appraiser (please refer to Note 4 for more details).
As at 31 December 2021, the fair value of the Company’s investments exposed to price risk was EUR 35,365 thousand (31
December 2020: EUR 32,652 thousand).
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
27
19. Financial risk management (cont’d)
19.1 Financial risk factors (cont’d)
Liquidity risk
The Company’s policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate amount
of committed credit facilities to meet its commitments at a given date in accordance with the strategic plans.
Liquidity risk of the Company is managed by the Management company. The liquidity risk management is divided into long-term
and short-term risk management.
The aim of the short-term liquidity risk management is to meet the day-to-day needs for funds. Each subsidiary is independently
planning its internal cash flows. Short-term liquidity of the Company is managed through monthly monitoring of the liquidity status
at the Company.
Long-term liquidity risk is managed by analysing the cash flow projections by taking into account the potential sources of
financing. Before approving a new investment project, the Company evaluates the possibilities to attract the required funding.
Based on monthly reports, the Company makes projections of monetary income and expenses over the next one year, thereby
ensuring an effective planning of the Company’s funding.
The Company’s liquidity ratio (total current assets / total current liabilities) as at 31 December 2021 and 2020 was approximately
11.21 and 19.11, respectively.
As at 31 December 2021 the current assets of the Company were higher than current liabilities by EUR 1,910 thousand. The
management of the Company forecasted the cash flows of the Company for 2022 and indicates that the Company will have
sufficient funds to cover liabilities, which fall due in 2022.
The Company's financial liabilities based on undiscounted contractual payments consisted of:
Up to 3
months
4 - 12 months
2 to 5 years
Over 5 years
Total
Other current liabilities
187
-
2,339
-
2,526
At 31 December 2021
187
-
2,339
-
2,526
Up to 3
months
4 - 12 months
2 to 5 years
Over 5 years
Total
Other current liabilities
144
-
-
1,535
1,679
At 31 December 2020
144
-
-
1,535
1,679
The company has no liquidity problems and there are no expectations that they will arise in the foreseeable future.
Concentration risk
Through investment diversification and risk management the Company seeks to reduce the risk and prevent potential reduction
in the value of investments and create value by selecting investment objects and relying on the experience of other market
participants.
The Company manages the Company’s portfolio of investment instruments in compliance with the following main principles of
diversification:
- investments into Operational Companies which are registered or carry out their activities in the European Union (European
Economic Area) Member States, in the Organisation for Economic Cooperation and Development (OECD) member
countries and Israel.
- at least 70 per cent of the Net Asset Value is invested directly or through a SPV into the stakes of Operational Companies
in order to control or to make a significant impact on such companies.
- the total amount of investments into transferable securities issued by a single person, money market instruments, deposits
and liabilities arising out of financial derivatives transactions with that person may not exceed 30 per cent of the Net Asset
Value.
- no more than 30 per cent of the Net Asset Value can be invested in:
o deposits for a term no longer than 12 months which can be collected upon demand in a credit institution, domiciled in
an EU Member State or in another state where risk limiting supervision is no less strict than in the European Union
o financial derivatives which are admitted to trading on the multi-lateral trading facility but not admitted to trading on
regulated markets and in which the counterparty in the transactions concluded beyond these markets conform to the
criteria established by the Supervisory Authority and is subject to risk limiting supervision and which can be checked
and reliably and accurately assessed on a daily basis and sold or otherwise realised for a consideration at any time at
their fair value.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
28
19. Financial risk management (cont’d)
19.1 Financial risk factors (cont’d)
Concentration risk (cont’d)
Upon the establishment of the Company, its investment portfolio may not meet the set diversification requirements for 4 years
after the date on which the Supervisory Authority issued a permit to approve its incorporation documents and to choose the
Depository. In the event that, upon the expiration of the set term, the investment requirements shall be violated due to the
reasons beyond the control of the Management Company, such non-conformity must be eliminated as soon as possible but no
later than within 1 year from the date on which the Management Company became aware of this situation.
If the diversification requirements are not complied with for reasons beyond the control of the management company, the
requirement must be reinstated within 1 year. In exceptional cases, the time limit may be extended, provided that the supervisory
authority is duly informed. In July 2021, the supervisory authority (the Bank of Lithuania) extended this deadline until 2024.
Credit risk
Credit risk arises from cash and cash equivalents, outstanding balances of trade and other receivables, and outstanding
balances of loans granted and bonds purchased.
With respect to trade and other receivables neither past due nor impaired, there were no indications as at the reporting date that
the debtors will fail to fulfil their liabilities in due time, since the Company constantly reviews the balances of receivables. The
Company has no significant transactions in a country other than the countries of domicile of the subsidiaries and their
investments. All material receivables of the Company are from subsidiaries, and their settlement terms are set by the Company
itself with no history of uncollected accounts.
With respect to credit risk arising from other financial assets of the Company (consisting of cash and cash equivalents), the
Company’s exposure to credit risk arises from default of the counterparty. The maximum exposure to credit risk was equal to
the carrying amount of these instruments:
Assets with no credit rating assigned
At 31 December 2021
At 31 December 2020
Other receivables
-
2
Bonds
-
408
Loans
1,189
151
Cash and cash equivalents
2,097
2,191
Total current assets
3,286
2,752
The Company accepts the services from the banks and the financial institutions which (or the controlling financial institutions of
which) have been assigned a high credit rating by an independent rating agency. As at 31 December 2021 and 2020 the
Company‘s cash balances were held in the financial institutions which have not been assigned individual credit ratings, but the
controlling financial institutions of which have been assigned “Prime-1“ rating by Moody’s agency.
19.2 Fair value estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The Company carries investments in subsidiaries at fair value (please refer to
Note 4 for more details).
The Company’s principal financial instruments that are not carried at fair value in the statement of financial position are cash
and cash equivalents, trade and other receivables, as well as trade and other payables.
The carrying amount of the cash and cash equivalents, trade and other receivables, as well as trade and other payables of the
Company as at 31 December 2021 and 2020 approximated their fair value because they are short-term and the impact of
discounting is immaterial.
INVL TECHNOLOGY UTIB
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021
(All amounts are in EUR thousands unless otherwise stated)
2.13
29
19. Financial risk management (cont’d)
19.3 Capital management
The Company’s primary objective when managing capital is to safeguard that the Company will be able to maintain a strong
credit health and healthy capital ratios in order to support its business and maximise returns for shareholders. The Company‘s
capital management is conducted through supervision of activities of individual subsidiaries to ensure that their capital is
sufficient to continue as a going concern. Management of entities oversees to ensure that the subsidiaries are in compliance
with the capital requirements defined in relevant legal acts and loan contracts, and that they provide the Company’s management
with the necessary information.
The Company‘s capital comprises share capital, share premium, reserves and retained earnings. The Company manages its
capital structure and makes adjustments to it in light of changes in economic conditions and risks specific to its activity. To
maintain or adjust the capital structure, the Company may issue new shares, reduce share capital, and adjust the dividend
payment to shareholders.
During 2021, no changes were introduced in the objectives of capital management, policies or processes.
The Company is obliged to keep its equity ratio at not less than 50 % of its share capital, as imposed by the Lithuanian Law on
Companies. As at 31 December 2021 and 2020 the Company complied with this requirement.
20 Covid - 19
The Company was not significantly affected by the COVID-19 virus pandemic. Due to the quarantine announced in Lithuania,
which lasted from 16 March 2020 to 16 June 2020 and from 7 November 2020 to 30 June 2021, Company’s operations were
not disrupted as the Company and its portfolio companies can perform all the daily business operations remotely. The Company
did not request or receive any financial support due to the COVID-19 virus pandemic, as this was not relevant taking into account
the nature of Company’s operations.
21 Events after the reporting period
On 6 January 2022 the Company has transfered own shares it held to the subsidiary’s employees 210 shares of the Company
were transferred.
On 14 January the Company received a notification on the acquisition and on the disposal of voting rights. AB Invalda INVL
controlling 15.39% of the Company’s share capital transferred the Company’s shares to its subsidiary INVL Life UAB. INVL Life
UAB directly controls 15.39% issued share, AB Invalda INVL directly controls nil and indirectly – 15.39% of Company’s shares
On 4 March 2022 the Company has transfered own shares it held to the subsidiary’s employees 116 shares of the Company
were transferred.
SPECIAL CLOSED-END TYPE PRIVATE CAPITAL INVESTMENT COMPANY‘S
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
SPECIALIOSIOS UŽDAROJO TIPO PRIVATAUS KAPITALO INVESTICINĖS BENDROVĖS
INVL TECHNOLOGY
31
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Translation note:
This version of the Annual Report of for 2021 is a translation from of the original, which was prepared in the Lithuanian language.
All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters
of interpretation of information, views or opinions, the original language version takes precedence over this translation.
CONTENT
FOREWORD BY THE MANAGING PARTNER OF INVL TECHNOLOGY ............................................................................................................. 32
I. GENERAL INFORMATION ................................................................................................................................................................... 33
1. Reporting period for which the report is prepared............................................................................................................................ 33
2. General information about the Issuer and other companies comprising the Issuer‘s group.................................................................... 33
II. INFORMATION ABOUT THE ACTIVITY OF THE ISSUER AND ITS GROUP COMPANIES ............................................................................... 37
3. Key figures for INVL Technology ................................................................................................................................................... 37
4. Significant Issuer’s events in the reporting period, their effect on the financial statements ................................................................... 40
5. Significant events of portfolio companies during reporting period ...................................................................................................... 42
6. Issuer’s assessment of the last year .............................................................................................................................................. 60
III. INFORMATION ABOUT SECURITIES .................................................................................................................................................. 61
7. The order of amendment of Issuer’s Articles of Association .............................................................................................................. 61
9. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a regulated
market .......................................................................................................................................................................................... 61
10. Dividends ................................................................................................................................................................................. 63
11. Shareholders ............................................................................................................................................................................ 64
IV. ISSUER’S MANAGEMENT BODIES ..................................................................................................................................................... 67
12. Structure, authorities, the procedure for appointment and replacement ........................................................................................... 67
13. Information about members of the Board of the Management Company, general manager, members of the Investment Committee and
member of the Supervisory Board of the Company ............................................................................................................................. 70
14. Information about the Audit Committee of the company ................................................................................................................ 75
15. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets transferred and guarantees
granted to the Company’s bodies and company providing accounting services ........................................................................................ 77
16. References to and additional explanations of the data presented in the annual financial statements .................................................... 78
17. Membership in associations ........................................................................................................................................................ 78
18. Agreements with intermediaries on public trading in securities ........................................................................................................ 78
19. Information on Issuer’s branches and representative offices ........................................................................................................... 78
20. Information about agreements of the Company and the members of the Board, or the employees’ agreements providing for compensation
in case of the resignation or in case they are dismissed without a due reason or their employment is terminated in view of the change of the
control of the Company ................................................................................................................................................................... 78
21. Description of principle advantages, risks and uncertainties ............................................................................................................ 78
22. The main indications about internal control and risk management systems related to the preparation of financial statements ................. 83
23. Description of principal investments made during the reporting ....................................................................................................... 83
24. Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease to be valid if
there was a change in issuer‘s controlling shareholder ......................................................................................................................... 83
25. Information on the related parties’ transaction .............................................................................................................................. 83
26. Information on harmful transactions in which the issuer is a party ................................................................................................... 84
27. Issuer’s and its group companies’ non – financial results. Information related to social responsibility. environment and employees ......... 84
28. Data on the publicly disclosed information .................................................................................................................................... 85
29. Information about the audit company .......................................................................................................................................... 90
APPENDIX 1. INFORMATION ABOUT INVL TECHNOLOGY PORTFOLIO COMPANIES, THEIR CONTACT DETAILS ....................................................... 91
APPENDIX 2. CORPORATE GOVERNANCE REPORTING FORM ..................................................................................................................... 94
APPENDIX 3. COMPANY'S MANAGEMENT REPORT .................................................................................................................................. 109
APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS ............................................................. 112
APPENDIX 5. REMUNERATION REPORT ................................................................................................................................................ 114
32
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
FOREWORD BY THE MANAGING PARTNER OF INVL TECHNOLOGY
INVL Technology’s net profit in January-June
was EUR 2.621 million.
There has been no lack of change in recent years: the coronavirus pandemic brought greater interest in digitalization and rapid
IT solutions, and this year's war in Ukraine has increased market concerns about cybersecurity, IT resilience and business
continuity.
Through our work in these areas, we aim to help businesses and public sector organisations grow by means of modern and
effective solutions, thus also strengthening the businesses we own and manage.
That increases the value of INVL Technology’s businesses – a goal that, following the end of INVL Technology’s investment period
in July 2021, will now be a top priority for us.
The results achieved during the investment period are shown by INVL Technology’s equity per share.
From 14 July 2016, when we started operating as a closed-end investment company, to the end of 2021, also taking own-share
purchases into account, the indicator rose from EUR 1.96 to EUR 2.99 per share, or 52.46%.
The compound annual growth rate of equity per share over the period was 8.01%.
The value of assets under management also increased in the past year. INVL Technology had equity of EUR 36.125 million at the
end of 2021, or 7.1% more than a year earlier. Equity per share at the end of 2021 was EUR 2.9936 and, taking the buy-back
of own shares into account, grew 8.1% in the year. INVL Technology’s net profit last year was EUR 2.6 million, compared to EUR
4.8 million in 2020.
Factors contributing to the results were the growth of the cyber security company NRD Cyber Security and the good performance
of the Novian software and IT infrastructure services group. There were also challenges from reduced demand for IT services in
more remote markets of the world, the US dollar exchange rate, and increased demand for IT professionals and higher wage
costs.
The aggregated revenues of the company’s business holdings –which operate in the three areas of cyber security, software and
IT infrastructure services, and business climate improvement and e-governance– increased 10% in 2021 to EUR 40.3 million,
according to unaudited figures.
The business holdings’ gross profit rose 16.8% in 2021 compared to a year earlier, to EUR 11.98 million. As operating costs
increased more than that, their aggregated EBITDA fell 1.3% to EUR 2.93 million.
Kazimieras Tonkūnas
Managing Partner at INVL Technology
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
I. GENERAL INFORMATION
1. Reporting period for which the report is prepared
This Annual Report is prepared for the period from 1 January 2021 until 31 December 2021. The report also includes important
events of the company and group occurring after the end of the reporting period. The report was reviewed by the auditor.
2. General information about the Issuer and other companies comprising the Issuer‘s group
2.1. Information about the issuer
Name of the Issuer
Special closed-ended type private capital investment company INVL
Technology
Code
300893533
Address
Gynėjų Str. 14, LT01109 Vilnius, Lithuania
Telephone
+370 5 279 0601
E-mail
info@invltechnology.lt
Website
www.invltechnology.lt
LEI code
5299006UHD9X339RUR46
Legal form
Public joint-stock company
Type of company
Closed-ended type investment company
Date and place of registration
27 June 2007. Register of Legal Entities
Date on which the supervisory authority
approved the documents on the formation
of the collective investment undertaking
14 July 2016
Period of activity of the Company
Till 14 July 2026 (+2 years)
Register in which data about the Company
are accumulated and stored
Register of Legal Entities
Management company
INVL Asset Management UAB, code 126263073, licence No. VĮK-005
The depository
SEB Bank AB, code 112021238, bank licence No. 2
2.2. Information on the Company’s goals, philosophy, and strategy
INVL Technology is a specialized company which invests in IT businesses. By investing in and developing information technology
businesses, INVL Technology contributes to innovations in countries, sectors and companies, as well as the advancement of the
society.
INVL Technology is managed by INVL Asset Management, a company which adheres to the Principles for Responsible Investment.
The PRI, created in 2006 and supported by the UN, aim to address the investment implications of environmental, social and
governance (ESG) factors.
The strategy of INVL Technology is to invest in national-level European IT businesses with high globalization potential and to grow
them into global players by utilizing the sales channels and intellectual capital of the managed companies.
INVL Technology's management aims to reduce constraints on the value growth of the managed companies by lowering entry
barriers to new markets, accelerating product development, and shortening the learning curve.
INVL Technology finances, controls and supports the responsible development of intangible assets in the companies it owns and
manages. It sees companies' products, experience, research and development projects, project companies’ knowledge, expertise
in fast growing markets and customer relationships as strategically important for the growth of the value of financial assets.
Intellectual capital is the property of the managed companies. Its commercialization is a principal part of the companies‘
transformation strategy. They need to operate efficiently and grow faster than the sector. Cooperation between the companies is
based on market relations, though they have priority access to each other’s know-how and experience.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2.3. Information about the Issuer’s group of companies
INVL Technology operates as a cluster of IT companies focused on the large business and government segments. The companies
that make up the INVL Technology portfolio are divided into 3 main functional groups:
NRD Companies, specializing in governance and the development of economic digital
infrastructure, combines the legal, consulting and technological expertise needed to
effectively implement public sector and economic reforms. The group's competencies include
the development of national registries, digital and mobile signature solutions, digital platforms
for the financial and retail sectors, and solutions for tax collection, the information business,
digital licenses, documents and other digital economy infrastructure.
Companies:
• NRD Companies: Norway Registers Development AS, NRD Systems, NRD Rwanda,
ETRONIKA, Infobank Uganda.
The companies of the Novian software services and critical IT infrastructure group
provide both stand-alone and integrated solutions and services relevant to the context of
digital transformation in the areas of software, IT infrastructure and digitization. Combining
the capabilities of its companies in the Baltic and Nordic countries, the Novian group acts as
an integrator, ensuring clients get a package of services tailored to their needs.
Companies:
• Novian UAB;
• In the technologies area: Novian Technologies UAB with subsidiary Andmevara
Services OÜ and its subsidiary Andmevara SLR ;
• In the software services area: Novian Systems UAB with subsidiary Elsis PRO and
Andmevara AS;
• In the area of media monitoring and digitization services: Zissor AS.
NRD CS (NRD Cyber Security) companies, acting in the field of cyber security, provide
technology consulting, incident response services and assistance in creating national
Computer Incident Response Teams (CIRTs/SOCs). They focus on services for law
enforcement, national communication regulators, CERTs, and corporate information security
departments.
Companies:
• NRD CS UAB;
• NRD Bangladesh.
The group also owns the business process outsourcing firm FINtime UAB, which
provides centralized financial management, accounting and front-office services and
operates the premises of the main office of INVL Technology companies.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2.3.1. Structure of the portfolio companies of INVL Technology
36
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2.3.2. Geography of INVL Technology’s portfolio companies
37
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
II. INFORMATION ABOUT THE ACTIVITY OF THE ISSUER AND ITS GROUP
COMPANIES
3. Key figures for INVL Technology
3.1. Net Asset Value, thous. EUR
31-12-2019
31-12-2020
31-12-2021
NAV
28 958 136
33 725 239
36 125 378
NAV per share
2.3784
2.7700
2.9936
3.2. Key figures of INVL Technology, thous. EUR
12 months of 2019
12 months of 2020
12 months of 2021
Change in the fair value of financial assets
1 279
6 740
2 713
Dividends, interest and other incomes
185
150
1 440
Operating expenses
(531)
(2 123)
1
(1 532)
2
Net profit (loss)
933
4 767
2 621
31-12-2019
31-12-2019
2021-12-31
Financial assets value
25 192
32 652
35 365
Cash and Cash equivalents
1 401
2 191
2 097
Bonds
920
408
-
Loans
808
151
1 189
Other assets
39
2
-
Total assets
29 080
35 404
38 651
Other liabilities
122
1 679
1
2 526
2
Equity
28 958
33 725
36 125
Total equity and liabilities
29 080
35 404
38 651
1
INVL Technology in the year of 2020 has calculated a provision for success and accrued management fees of EUR 1 ,075 thousand and EUR 460 thousand respectively.
2
. INVL Technology has calculated a provision for success and accrued management fees equal to EUR 1 805 thousand and EUR 534 thousand respectively as of 31 December
2021. Impact of provisions was EUR 730 thousand and EUR 74 thousand in 2021 the results.
The Company’s Equity at 31 December 2021 was EUR 36.125 million or EUR 2.9936 per share (as compared to EUR 2.77 per share
at the end of 2020). The Company’s investments in its business holdings at the end of 2021 amounted to EUR 35.365 million.
The Company's net asset value as of 31 December 2021 was EUR 36 125 378, or EUR 2.9936 per share.
The priority for the owned and managed companies is new product development as well as increasing their capacity for international
operations. Experts from the companies have also actively organized and spoken at a variety of events in Lithuania and elsewhere
in Europe, East Africa and South Asia, and have worked together with a variety of international organizations to develop new
products. This has reinforced the intellectual capital of the companies and laid foundations for growth in value.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
3.3. Financial assets, thous. EUR
Company
2020-12-31
2021-12-31
NRD Companies (includes Norway Registers Development AS, NRD
Systems, NRD Rwanda, ETRONIKA, Infobank Uganda.)
7 144
6 561
Novian (includes Novian Technologies, Novian Systems, Elsis PRO and
others)*
19 740
19 599
NRD CS (includes NRD Bangladesh)**
5 535
8 971
FINtime
233
234
Total
32 652
35 365
* * The acquisition transaction of UAB Elsis PRO was completed on 22 October 2021. A part of the share price has been paid, the final share price will be determined and paid
according to the audited financial statements of UAB Elsis PRO for 2021 financial results. The value of Novian as of 31 December 31, 2021 includes the projected final price
payable for Elsis PRO Shares.
**NRD Companies AS transferred control of NRD Bangladesh to NRD CS in 2021, therefore the values of NRD Bangladesh were included in NRD Companies AS on 31 December
2020 and in NRD CS on 31 December 2021.
3.4. Change in fair value of financial assets, thousand EUR
Opening balance (2020-12-31)
32 652
Revaluation, excluding dividends
4 128
Dividends awarded*
- 1 415
Closing balance (2021-12-31)
35 365
* Novian UAB declared and paid 2021 dividends of EUR 915 00 in 2021; NRD CS declared and paid 2021 dividends of EUR 500 000 in 2021.
3.5. Key figures of INVL Technology portfolio companies
Aggregated indicators of INVL Technology portfolio companies, thous. EUR
* The annual results of Elsis PRO are included in the data (revenue EUR 2, 992 thousand, EBITDA EUR 298 thousand).
** As of 2018, the method for calculating gross profit was changed to include direct labour costs in the cost of goods sold. Information of that type was not gathered prior to
2018 and thus, for lack of comparable figures, data for 2017 is not provided.
*** As of 2019, IFRS 16 was adopted, impacting the size of EBITDA. As a result, EBITDA figures for 2017-2018 and those for 2019-2021 are not directly comparable.
****Net profit (loss) is presented without including dividend income and elimination of one-off and atypical impairments of investments in subsidiaries recognized in standalone
company reports..
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Revenue of INVL Technology by country, thous. EUR
During the reporting period, the companies owned and managed by INVL Technology conducted operations in more than 58
countries, with 36% of income generated by activities abroad. Operations in Lithuania accounted for 64% of revenue. In 2021 the
owned and managed businesses added activities in new countries including Qatar, Palestine, Belize and others. Moreover, in 2021
the geography of operations in European Union countries expanded following the acquisition of Elsis PRO UAB during the year.
3.6. Performance indicators for INVL Technology in Indexes 2019- 2021
2019
2020
2021
Net asset Value per share, EUR
2.3784
2.7700
2.9936
Total Net asset value (equity value), thous. EUR
28 958
33 725
36 125
Return on equity (ROE) = net profit / equity * 100
3.21%
14.13%
7.26%
Earnings per share (EPS) = net profit / number of shares
0.08
0.39
0.22
Debt ratio = liabilities/ assets
0.004
0.047
0.065
Change in fair value, thous. EUR
1 279
6 740
2 713
Net profit, thous. EUR
933
4 767
2 621
Ratio of liquid assets to total assets = cash and cash
equivalents/assets
4.82%
6.19%
5.43%
Ratio of investment in one operating company to net asset value *
35.71%**
41.43%**
36.04%**
* For the convenience of investors, the Company publishes definitions and formulas for the alternative performance measures (APMs) it uses on its website as well as in
Appendix 4 of this Annual Report. See the website section “For Investors“ →”Financial information and reports“ → “Formulas of performance indicators“, which can be reached
via this link https:// https://www.invltechnology.lt/lit/en/for-investors/reports/formulas-of-performance-indicators.
** Diversification requirements not met for reasons beyond the control of the management company must be recovered within 1 year. In exceptional cases, the deadline
may be extended if the supervisory authority is duly informed. In July 2021, the supervisory authority (the Bank of Lithuania) extended this deadline until 2024.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
4. Significant Issuer’s events in the reporting period, their effect on the financial statements
Significant events during the reporting period
Financial reports
• 2021-04-06 INVL Technology announced that on 31 December 2020 the net asset value of the Company was EUR 33.73
million or EUR 2.77 per share. Moreover, the audited results were announced. The audited net profit of INVL Technology for 2020,
taking into account a revaluation of financial assets, was EUR 4.767 million.
• 2021-04-30 INVL Technology reported preliminary operating results for 3 months of 2021. The equity of the Company
and its net asset value as at 31 March 2021 was EUR 34.37 million, or EUR 2.82 per share (at the end of 2020 it was EUR 33.73
million and EUR 2.77 respectively). The Company’s investments in its business holdings amounted to EUR 32.69 million at the end
of March 2021 (vs EUR 32.65 million at the end of 2020). Net profit for 3 months of 2021 was EUR 646 000 (versus a net loss of
EUR 119 000 for the same period in 2020).
• 2021-08-31 INVL Technology announced preliminary results for 6 months of 2021. The equity of the Company and its
net asset value as at 31 June 2021 was EUR 35.04 million or EUR 2.88 per share (at the end of 2020 it was EUR 33.73 million and
EUR 2.77 respectively). The Company’s investments in its business holdings amounted to EUR 31.80 million (vs EUR 26.40 million
at the end of June 2020). Net profit for 6 months of 2021 was EUR 1.312 million (versus a net loss of EUR 264 000 for the same
period in 2020).
• 2021-10-29 INVL Technology announced preliminary results for 9 months of 2021. The equity of the Company and its
net asset value as of 30 September 2021 was EUR 35.62 million or EUR 2.90 per share (at the end of 2020 it was EUR 33.73 million
and EUR 2.77 respectively). The Company’s investments in its business holdings amounted to EUR 31.78 million (vs EUR 27.13
million at the end of September 2020). Net profit for 9 months of 2021 was EUR 1.539 million (versus a net loss of EUR 912 000
for the same period in 2020).
Agreements
• 2021-10-01 Due to strategic changes in the Company's structure, a majority of the shares of NRD Bangladesh's shares
(98%), which were owned by the NRD Companies group, were sold to NRD Cyber Security, which previously held 1% of the shares
of NRD Bangladesh. Following this transaction, NRD Companies owns 1% of NRD Bangladesh’s shares.
• 2021-10-22 The transaction was completed for the merger of the information systems and software development
company Elsis PRO UAB into to the IT infrastructure and software services group INVL Technology Novian.
General shareholders’ meetings
• 2021-04-07 The Company announced the convocation of a General Shareholders Meeting on 29 April 2021. The meeting
was held at the premises of the Company, at Gyneju St. 14 in Vilnius. The draft agenda of the General Shareholders Meeting of
INVL Technology was announced including the following questions: introduction of shareholders to the Company's 2020 annual
report, as well as presentation of the independent auditor's report on the Company's financial statements and annual report. The
agenda of the meeting also includes issues related to the approval of the company's financial statements for 2020, profit distribution,
introduction to the approval of the remuneration policy, and the establishment of the procedure for repurchasing own shares. Also
regarding the formation of the Supervisory Board and the election of new members, the approval of the remuneration policy of the
Supervisory Board and the determination of the remuneration of the independent member. The following questions were also
included in the agenda: amendment of the company's Articles of Association, approval of the new wording of the Articles of
Association and appointment of a person authorized to sign the new wording of the Articles of Association; approval of a new version
of the related party transaction policy; election of members of the audit committee; termination of the agreement on the provision
of depository services between INVL Technology and AB SEB bank and conclusion of a new agreement on the provision of depository
services with Šiaulių Bankas AB;
• 2021-04-29 The resolutions of the General Shareholders Meeting of INVL Technology were published. The shareholders
of the Company were introduced with the annual report for 2020 and an independent auditor's report on the financial statements
and annual report of the Company. The shareholders also approved the approval of the Company's financial statements for 2020,
the distribution of the Company's profit, as well as the remuneration policy and the establishment of the procedure for the acquisition
of own shares. He also approved the formation of the Supervisory Board and the election of new members, approved the
remuneration policy of the Supervisory Board and the determination of the remuneration of the independent member. During the
meeting, the amendment of the company's Articles of Association was approved, the new wording of the Articles of Association was
approved, and the person authorized to sign the new wording of the Articles of Association was approved; a new version of the
related party transaction policy has been approved; members of the audit committee were elected and it was decided to terminate
the depository services agreement between INVL Technology and AB SEB bank and to sign a new depository services agreement
with Šiauliai bank AB. The decision to use the formed reserve (its part) to acquire its own shares and to acquire the shares of INVL
Technology was taken in the meeting and these following conditions were set up – a) the maximum number of permitted shares -
the total nominal value of own shares owned by INVL Technology may not exceed 1/10 of the authorized capital; b) term within
which INVL Technology may acquire its own shares - 18 months from the date of adoption of this decision; c) maximum and
minimum purchase price of shares: maximum purchase price per share - last published net asset value of INVL Technology per
share, minimum purchase price per share - 0.29 euros.
• 2021-10-06 The company announced the convocation of an extraordinary General Shareholders Meeting on 28 October
2021. The agenda of the shareholders' meeting was announced including the issue of approval of the terms of share options.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
• 2021-10-28 The company provided information about the resolutions of the Extraordinary General Meeting that was
held 28 October 2021. The shareholders agreed that in 2021 option agreements would be concluded with the employees of the
Company's subsidiaries (companies in which more than 2/3 of the shares belong to the Company).
Legal regulations
• 2021-01-04 INVL Technology (hereinafter – “the Issuer”) received a notification from Invalda INVL AB (hereinafter –
“Invalda INVL“) by which the Issuer was informed about the plans of Invalda INVL for the 2021 year to conclude transactions
regarding the Issuer's shares, following the guidelines for the trading in the Issuer's shares approved by the Board of Invalda INVL,
which specify the main conditions for concluding transaction;
• 2021-03-25 INVL Technology (hereinafter – “the Company”) informs that taking into account provisions of the Law on
Collective Investment Undertakings of the Republic of Lithuania (hereinafter – “CIU”), the Company operating under the CIU is
under an obligation to have a valid prospectus (hereinafter – “the Prospectus”) prepared in accordance with the requirements of
the CIU or of the Law on Securities of the Republic of Lithuania (hereinafter – “LS”). Considering that the Prospectus should be
renewed annually and the fact that at the time of publication of the information there is no grounds that the Company should
prepare and own a prospectus complying with the requirements of the LS, the Company in order to meet the said requirement
prepared a renewed version of the Prospectus in compliance with CIU. The Company's Management company approved the
Prospectus and approved its publication on 24 March 2021;
• 2021-04-29 INVL Technology (hereinafter – “the Issuer”) received a notification from Invalda INVL by which the Issuer
was informed about the Board decision of Invalda INVL form 29 April to suspend permanently the execution of the guidelines for
the trading in the Issuer's shares. Information about the above—mentioned guidelines was announced on 4 January 2021;
• 2021-05-17 The company informed that on 12 May 2021 a new version of the Company's Articles of Association was
registered in the Register of Legal Entities. It was approved at the shareholders' meeting of the Company that was held in 29 April
2021.
• 2021-05-19 The company informed that on 18 May 2021 a request to the Financial Market a request to the Financial
Market Supervisory Authority of the Bank of Lithuania to suspend the examination of the Company's application for permission to
change the Company's depository until the Company's agreement with the new depository is clarified was submitted;
• 2021-05-28 The Company informed that on 25 May 2021 a notification of the Bank of Lithuania was received. It stated
that t the Company was allowed to amend the Articles of Association of the Company;
• 2021-05-31 The Company informed that on 28 May 2021 a notification of the Bank of Lithuania was received. Bank of
Lithuania approved the candidacies of the members of the Company's Supervisory Board.
• 2021-07-08 The Company received a letter from the Bank of Lithuania “On Implementation of Diversification
Requirements” instructing the Company to provide updated information on the dynamics of INVL Technology's portfolio of
investment instruments and detailed explanations on how the Company implements measures to correct non-compliance with
diversification requirements by 15 July 2022.
Information about managed companies
• 2021-01-04 Novian Systems, an IT infrastructure and software services group owned and managed by the Company,
strengthened its information systems development company Novian Systems with the addition of business intelligence and process
automation solutions company Acena. With these changes, Novian Systems is able to provide a wider range of software services.
• 2021-10-01 Due to strategic changes in the Company's structure, the majority of NRD Bangladesh's shares – 98 percent,
which belonged to the NRD Companies group, were sold to NRD Cyber Security, which has so far owned 1% of the NRD Bangladesh
shares. Following this transaction, NRD Companies owns 1 percent. NRD Bangladesh shares.
• 2021-10-22 The transaction was completed for the merger of the information systems and software development
company Elsis PRO UAB into the Novian group.
Significant events that occurred after the end of the reporting period
• 2022-01-06 The Company announced that it had concluded option agreements with employees of the Company's
subsidiaries who thus acquired the right to receive the Company's shares. Some of the employees of the Company’s subsidiaries
immediately exercised their acquired right to obtain shares in the Company and submitted a request for the transfer to them of
the corresponding shares of the Company. A total of 210 shares were transferred to employees.
• 2022-01-04 Company received notifications from its management and shareholders regarding the acquisition and
disposal of shares. Accordingly, the structure of shareholders holding or controlling more than 5% of the Company's authorized
capital and/or votes changed.
• 2022-03-04 The Company transferred 116 shares to employees of INVL Technology subsidiaries who had the right to
pre-empt realization of the option right under the basis and terms of signed option agreements.
Information regarding key events during the reporting period is published on the Company‘s website in the section “For Investors”
→ “Regulated information” at https://www.invltechnology.lt/lit/en/news-center?categories=26&years=2021&months=00.
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INVL TECHNOLOGY
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5. Significant events of portfolio companies during reporting period
5.1. Business climate improvement and e-governance
NRD COMPANIES AS GROUP
NRD Companies is a global group of IT and consulting companies, specializing in the development of governance and digital
infrastructure solutions. Headquartered in Norway, the group unites companies working in Fintech, GovTech and practice-based
consulting areas to help countries attain the UN sustainable development goals. NRD companies have a successful track record of
implementing projects like e-service delivery platforms, national post digitalization, tax administration platforms and other digital
solutions, on all 5 continents. The group is a recognized leader in the industry and is controlled by INVL Technology.
NRD Companies is a parent company for the following subsidiaries: Norway Registers Development AS, NRD Systems, NRD Rwanda,
ETRONIKA, and Infobank Uganda. More information: www.nrdcompanies.com.
NRD Companies group companies
Norway Registers Development - is a consulting, project leadership and know-how hub for the group based in Sandvika,
Norway.
NRD Systems -is an information system development and project delivery company with core competences in state tax systems
and state registry modernization. It is based in Vilnius, Lithuania.
NRD Rwanda is a regional sales, project leadership, project support and maintenance company for group projects in Rwanda,
Burundi and Democratic Republic of the Congo.
ETRONIKA is an award-winning financial technology and retail solutions developer, providing innovative products and solutions
for banks, lending institutions, national postal services and retailers. Based in Vilnius, Lithuania.
Infobank Uganda (dormant) is a specialized company based in Kampala, Uganda which provides information on Ugandan
businesses.
Strategic business directions
• To continue developing own products/platforms to enable the launch of rapid, cost-effective custom solutions for
government institutions, financial services providers, retailers and national postal services all over the world, with a primary focus
on developing countries.
• To provide high-quality practice-based consulting services to bringing added value to customers and ensure additional
revenue streams to for stakeholders.
• To continue initiatives for the horizontal integration of group companies to support business growth.
NRD Companies products and services
Products and solutions
Services
• GxP – A customer-centric public e-service delivery
platform. The platform is a tool for governments to
proactively support citizens and businesses with e-
services. It addresses issues of inter-institutional integrity
and enables institutions to independently provide e-
services to citizens. GxP provides data-driven insights to
transform public e-services in response to citizens’
evolving needs and patterns of behaviour
• BUSREG – An internationally recognized platform for the
electronic registration of legal entities. It is quick to
deploy and can be easily adapted to the needs of different
countries, boosting the accessibility and efficiency of
services for businesses and investors
• DIGITAL LOANS – A platform for SME and retail loans,
used by banks and other financial services providers to
grow their loan portfolio more quickly, keep lending
management and related costs under control, and excel
in their operational risk management
• Consulting:
Digitalization of public services
Development of business, civil and other registers
Digital ID + digital signature
Digital inclusion
Digital skills
Digital transformation
assessments/audits/roadmaps/strategies
KASU Cloud – A full-fledged cash register, software
(cash register application) and sales network
management solution provided to merchants as a service.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
• Banktron – An award-winning secure and intuitive digital
banking platform. It is easily integrated with the latest
FinTech solutions
• KASU RETAIL – An omnichannel solution to manage and
accelerate retail business.
• KASU POST – A point-of-sale counter automation and
retail management solution for post offices focused on
maximizing revenue from non-postal operations: financial
services, delivery of public services, and delivery of
integrated 3rd-party commercial offerings.
• Virtual Fiscal Device Management System (VFDMS)
– A next-generation online cash register management
solution. It addresses the latest VAT tax collection
challenges that tax authorities face, improving tax
collection and reducing the informal economy without
putting a burden on businesses.
NRD Companies results of 2021
Key profit (loss) items, thous. EUR
NRD Companies
*
NRD AS
**
NRD Systems
**
Etronika
**
2020
2021
2020
2021
2020
2021
2020
2021
Revenue
6 989
6 347
4 247
3 477
2 430
2 597
1 926
1 934
Gross profit
2 603
2 590
1 216
1 262
906
774
618
775
EBITDA
602
368
144
78
342
113
131
196
EBIT
324
104
136
71
235
9
6
78
Net profit (loss)
152
40
68
55
152
(25)
(26)
75
Key balance sheet items, thous. EUR
NRD Companies
*
NRD AS
**
NRD Systems
**
Etronika
**
2020
2021
2020
2021
2020
2021
2020
2021
Tangible assets
259
233
9
4
142
164
106
66
Intangible assets
220
85
14
14
1
-
171
70
Other non-current assets
343
503
307
470
14
16
23
18
Current assets
6 293
6 274
4 107
3 911
2 075
2 357
1 175
1 326
of which cash
927
1 359
67
30
534
788
218
515
Total assets
7 115
7 095
4 437
4 399
2 232
2 537
1 475
1 480
Equity
1 635
1 704
701
796
369
344
602
677
Non-current liabilities
558
257
-
-
215
177
338
80
Of which financial debt
277
190
-
-
215
177
62
14
Current liabilities
4 922
5 134
3 736
3 603
1 648
2 016
535
723
of which financial debt
782
546
490
-
244
494
48
52
Total liabilities and
equity
7 115
7 095
4 437
4 399
2 232
2 537
1 475
1 480
*
Unaudited consolidated results of NRD Companies are presented, which includes the results of the companies submitted and the results of NRD Rwanda and NRD Bangladesh
(before the transfer of control).
**
The results of Etronika UAB and NRD Systems UAB and NRD AS are included into results of NRD Companies. The audit of standalone financial statements of these entities
are in progress
44
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Consolidated revenue and EBITDA of NRD Companies group, thous. EUR*
*IFRS 16 was implemented in 2019 with an impact on the size of EBITDA, thus the EBITDA indicators for 2017-2018 and 2019-2021 are not
directly comparable.
NRD Companies revenue by sector
NRD Companies revenue by countries, thous. EUR
45
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Key events and projects of 2021
• In the first half of 2021, the direction and strategy of the NRD Companies consulting business was refined and a separate
business unit was formed with clearly defined performance indicators. The NRD Companies Consulting Division will develop expertise
and provide advice in the following areas: Digital Identity, Civil Registration in Developing Countries, Registration of Legal Entities,
e-Government and e-Services for Citizens, Improving the Business Environment in Countries ("Ease of Doing Business").
• During 2021, the go-to-market strategy was improved for achieving higher revenue goals. Hence, consolidation of sales,
marketing, HR, and finance operations was completed, while integration and rationalization of back-office functions like project
delivery and management, product development, support, and R&D was started. At the same time, excess capacity was eliminated.
All these actions, intended to increase the interoperability of organizations, will help bring the NRD Companies strategy and create
value for stakeholders.
• On 22 October 2021, NRD Companies and NRD Cyber Security signed a deal under which 98% of NRD Bangladesh shares
were sold to NRD Cyber Security, which previously owned 1% of shares. After the deal, NRD Companies has a stake of 1% in NRD
Bangladesh.
• Daily Finance listed NRD Companies amongst the best management consulting companies based in Norway.
• These significant projects were implemented:
NRD Companies finished developing an action plan for implementing a unique ID system in four Member
States of the Organization of Eastern Caribbean States (OECS): the Commonwealth of Dominica, Grenada, Saint Lucia, and
Saint Vincent and the Grenadines. The OECS unique ID System seeks to facilitate cross-border movement of people and goods and
refine e-governance systems.
NRD Companies completed a two-part project for the Government of Cayman Islands. One part was the
implementation of an Identity and Access Management system to manage access to all of the public eServices provided by the
government to both businesses and citizens. The other part was the development of data management tools needed to consolidate
all of the government’s data on physical persons with the aim of building a trusted registry of residents of the Cayman Islands.
Using KASU, Kyrgyz Post launched a new money transfer service called “PosTransfer”, enabling migrants to
transfer funds back home to relatives living in remote regions with no access to financial services. The service is now provided by
more than 400 post offices in Kyrgyzstan, which have been able to quickly complete arrangements with third-party payment service
providers and offer customers a wide range of financial services.
NRD Companies started advising on digitization of the Palestinian Business Registry. The project was initiated
by the Ministry of National Economy through its World Bank-funded Innovative Private Sector Development Project (IPSD). The aim
is to improve the investment climate through a range of regulatory reforms and digitization of the existing business registry.
A new business register system was developed and implemented in Anguilla. The government of Anguilla, acting
through its Ministry of Finance, Economic Development, Investment, Trade, Tourism and Information Technology, chose the NRD
Companies product BUSREG for a system of business registers to improve the country's business environment.
The government of Guyana chose NRD Companies to create a strategy for modernizing the organization of
state ICT infrastructure. It is expected that after implementing the recommendations, the state ICT infrastructure will become
the basis for government e-services that will benefit every citizen, particularly those living in remote and underserved areas. The
ability to provide online services will help the government better serve citizens in areas of social support, healthcare, education,
and other critical services. In the long run, it will lay foundations for contributing to UN Sustainable Development Goals such as
lower poverty, better health and well-being of the population, reduced inequalities, increased gender equality, and others.
The government of Belize and the International Financial Services Commission chose NRD Companies to
develop and implement a new business registry system. The new digital business registry will ensure effortless collaboration
of governmental entities and remove redundant manual paperwork in different institutions. The new registry will make Belize more
attractive to foreign investors and local entrepreneurs. It will be a basis for new jobs, higher tax income, and saving of public funds.
The Philippines Securities Exchange Commission (SEC) chose NRD Companies to implement a new electronic
business registry system based on the Unified Registry Platform (URP) developed by NRD Companies. The new register
will make it possible to register and maintain all corporations and partnerships (foreign and domestic) via a single unified platform.
NRD Companies signed a contract with the World Bank to provide consulting services for the Somali National
Bureau of Statistics. NRD Companies will create an ICT strategy to prepare the Somali National Bureau of Statistics for
transformation into a world-class provider of data of high quality and reliability.
Assessing the performance of NRD Companies during the
reporting period, it should be noted that the increasing
concentration of companies on their own projects is reducing
the volume of resold services and goods, therefore the revenue
graph does not reveal the business growth trends. The
geography of the company's operations is constantly
expanding, during the reporting period it covered 28 countries
in Africa and Europe, the Caribbean, etc. The decline in revenue
in the tax administration sector was offset by higher revenues
from customers in the registries, financial sector and
government sectors.
46
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
GPS Capital Markets, a US-based corporate foreign exchange company, chose NRD Companies as a partner
for the creation of open banking infrastructure to expand its operations to the European Union. The out-of-the-box open
banking solution will ensure access for licensed third-party providers (TPPs).
• NRD Companies was invited to participate in the 5th Growth and Resilience Dialogue on 14-15 April 2021,
where it shared experience and practice-based advice on digital credentials. The event was organized by the Eastern
Caribbean Central Bank in collaboration with partners: the OECS Commission, The World Bank and The University of the West
Indies. The target audiences for the Dialogue included parliamentarians, social partners, CEOs, entrepreneurs and business owners,
public and private sector officials, financial service providers, high school, college and university students, teachers and lecturers;
innovators and thought leaders, and youth and community leaders from all around the world;
• On 27 May 2021, NRD Companies together with the Lithuanian tax inspectorate and the Lithuanian IT
association INFOBAL organized a free webinar for public sector decision-makers entitled "Citizen-centred services:
How to pass the quality and performance test?". More than 100 Lithuanian government decision-makers heard about our GxP
product and how it can ensure an institution’s services proactively reach the right people, at the right time, to the right extent.
• At #EGOV2021, one of the world’s largest E-Governance conferences, on 18-20 May 2021, NRD Companies
showcased its solutions and products to more than 1000 policymakers from more than 100 countries.
• NRD Companies presented its URP platform to the global business registries community during the Corporate
Registers Forum CRF 2021 on 9-11 November 2021. NRD Companies contributed to the organization of the event as a platinum
partner.
5.2. IT infrastructure services and software
NOVIAN GROUP
The Novian group’s companies work in software services, IT infrastructure, and digitization, offering services and solutions for
developing organization’s digital advantage. Novian‘s main areas of focus are digital transformation services, data empowerment,
and artificial intelligence and robotics solutions.
The Novian group’s advantage is its ability to provide integrated IT services and solutions by combining the capabilities of the
group’s companies and thus giving clients more value.
Having united the strengths of its companies in the Baltic and Nordic countries, Novian ensures clients get a package of services
that is tailored to their needs regardless of which group company they turn to and in which country. Moreover, integration of IT
infrastructure and software services is extremely relevant for being able to create a needed digital solution fast.
The companies working in the group’s software services area are Novian Systems and Elsis PRO in Lithuania and Andmevara AS in
Estonia. Working in the technologies area are Novian Technologies in Lithuania with Andmevara Services OÜ in Estonia and its
subsidiary Andmevara SRL in Moldova, which provide digitization services too.
The Norwegian company Zissor is a well-known provider of software for media monitoring and for the segmentation and digitization
of printed and scanned documents.
The Novian group’s companies are certified under ISO 9001, ISO 14001, ISO 20000, ISO 27000 and ISO 27001. They also use the
ITIL and ISKE methodologies.
For more information see www.novian.io.
Long-term objectives of the Novian group:
• Novian is an international group of companies that prioritizes growth and development in Lithuania, Estonia and the
Nordic region;
• The Novian group provides products and services that enable the changes involved in digital transformation;
• The Novian group creates added value for clients by helping them achieve their goals: increasing business revenue and
improving the quality of public sector services.
Strategic business directions of the Novian group:
• Income from continuous IT services (managed services packages, SaaS);
• Digitization;
• High performance computing (HPC);
• Software services.
47
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Novian group companies
Technologies
The Novian companies which operate in the technologies area focus heavily on high-performance computing clusters, open-source
cloud technologies, document digitization, data archiving, and the provision of highly skilled continuous managed services for the
maintenance and support of critical IT infrastructure.
Active in Lithuania and other countries around the world, Novian Technologies, the main company working in this field, focuses on
new technological opportunities for business and the public sector, emphasizing smooth IT operations and the alignment of IT
infrastructure with new technological possibilities.
Standing out as extremely promising is the field of high-performance computing device clusters, popularly known as
supercomputers, whose use in diverse areas has been growing recently. Novian’s technology companies are active in the areas of
critical IT infrastructure services and modern digital workplaces. They also offer project management general contracting and other
services.
Also working in the technologies area are the Novian Technologies subsidiary Andmevara Services OÜ in Estonia and the Moldovan
company Andmevara SRL.
For more information – www.novian.io.
Software development
The Novian group companies which operate in the area of software services develop information systems as well as business
analytics and process automation solutions for business and the public sector.
Novian Systems, a Lithuanian company is recognized as a reliable developer of customized information systems and IT solutions,
especially for the public sector. Following the merger into Novian Systems of Acena, a provider of business analytics and process
automation solutions, as of 2021 Novian Systems has expanded the range of software services it offers.
The information systems and software developer Elsis PRO, which joined the Novian group at the end of 2021, brings experience
in aviation, defense, energy, and space technologies. Its activities include the development and integration of information systems,
artificial intelligence applications, smart solutions for data exchange, big data analytics, the digitalization of business processes in
organizations, and risk management.
Novian’s software services professionals are highly experienced in developing tax administration systems and have also worked
actively in e-health, environmental protection, smart cities, e-government and other areas. Their know-how from work with public
sector organizations is helpful in identifying solutions for businesses as well.
The group’s companies focus on developing complex customized information systems for state institutions and large and medium-
sized companies as well as solutions for business process digitalization and business analytics. They also carry out integrated
projects together with the Novian group’s other companies.
For more information – www.novian.io.
Media monitoring and digitization
Zissor is a Norwegian company which in the space of 20 years has become a world-leading provider of media monitoring solutions
and media digitization software and services. It became part of the Novian group in 2019.
Zissor’s media monitoring software gives media monitoring companies a complete end-to-end solution for automatic production
of press clippings with automated segmentation of articles and client searching as well as flexible distribution.
Zissor’s digitization software gives libraries, archive institutions and publishers a solution for the digitization of their paper and
microfilm archives, including automated segmentation and metadata extraction plus flexible export of images and XML for long-
term preservation and search and retrieval. Zissor also take on digitization projects as a service for its clients.
In 2020, Zissor expanded its portfolio of services with the software and IT infrastructure services and solutions of the Novian
group’s other companies.
For more information – www.zissor.com.
48
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Novian groups results of 2021
Key profit (loss) item, thous. EUR
Novian
*
Technologies
Software services
Media
monitoring
and
digitization
Novian
Technologies
Andmevara
Services
OU/
Andmevara
SRL
**
Novian
Systems
***
Andmevara AS
Elsis PRO
Zissor
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
Revenue
24 113
25 859
18 223
16 523
651
979
3 739
3 971
789
508
2 632
2 992
711
886
Gross profit
5 737
6 479
2 850
2 679
651
876
1 394
1 076
190
234
865
907
652
708
EBITDA
1 788
1 641
1 628
1 267
65
157
394
291
(256)
(81)
274
298
108
105
EBIT
996
834
1 065
875
49
147
264
148
(318)
(142)
76
100
88
103
Net
profit(loss)****
596
476
774
593
30
117
225
145
(374)
(219)
1
86
68
102
Key balance sheet items, thous. EUR
Novian*
Technologies
Software services
Media
monitoring
and
digitization
Novian
Technologies
Andmevara
Services OU/
Andmevara
SRL
**
Novian
Systems
7
Andmevara AS
Elsis PRO
Zissor
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
Tangible assets
1 006
1 419
611
1 124
19
28
233
146
138
78
34
28
3
12
Intangible
assets
1 969
2 368
62
48
3
4
1 902
1 882
1
-
609
434
-
-
Other non-current
assts
711
1 590
512
234
-
-
151
1 242
-
-
18
33
104
110
Current assets
9 820
9 524
7 021
5 667
134
295
2 491
2 814
248
95
1 121
1 089
426
397
Of which cash
2 344
2 643
1 323
1 440
37
111
496
424
21
36
1
357
274
259
Total assets
13 506
14 901
8 206
7 073
156
327
4 777
6 084
387
173
1 782
1 584
533
519
Equity
5 836
4 524
3 365
2 456
( 19)
104
2 892
3 037
( 592)
( 811)
246
332
365
391
Non-current
liabilities
751
3 353
175
279
-
-
450
1 389
86
27
200
483
40
-
Of which financial
debt
360
2 622
147
262
-
-
87
1 158
86
27
-
-
40
-
Current liabilities
6 919
7 024
4 666
4 338
175
223
1 435
1 658
893
957
1 336
769
128
128
Of which financial
debt
1 042
1 065
209
420
50
50
495
829
729
876
-
-
-
-
Total liabilities
and equity
8
13 506
14 901
8 206
7 073
156
327
4 777
6 084
387
173
1 782
1 584
533
519
*
Unaudited aggregated operating results of the Novian group are presented, which include the results of the presented companies and the results of Novian UAB. Elsis PRO
UAB was acquired in 2021, therefore the results of this company are aggregated only in 2021. The value of investments in subsidiaries has been eliminated in aggregating
the balance sheet items. The audit of standalone financial statements of Novian Technologies UAB, Novian Systems UAB, Elsis Pro UAB and Zissor AS are in progress.
**
Includes results of Andmevara Services OU and Andmevara SRL.
***
Acena, UAB was merged into Novian Systems UAB on 31 December 2020. Aggregated merged information of these two companies are shown for 2020.
****
Adjusted net profit is represented after eliminating one-off impairments of investments in subsidiaries. In 2020 Novian Systems UAB eliminated the impairment of
Andmevara AS EUR - 64 thousand (additional deferred income tax income EUR 10 thousand) and impairment of Acena, UAB EUR - 27 thousand (income from additional
deferred income tax - EUR 4 thousand). The aggregated net profit of the Novian group was adjusted accordingly.
INVL
TECHNOLOGY
ir^lL
TECHNOLOGY
ANNUAL
REPORT
FOR
2021
Novian
group
main
financial
figures,
thous.
EUR*
*
IFRS
16
was
implemented
in
2019
with
an
impact
on
the
size
of
EBITDA,
thus
the
EBITDA
indicators
for
2017-2018
and
2019-2021
are
not
directly
comparable.
2017 2018 2019 2020
2021
Revenue
15
776
20
317
23
492
24
113
25
859
EBITDA
791
1
138
1
556
1
788
1
641
Novian
group
revenue
by
sector
Novian
group
revenue
by
country
2021
2020
71%
8%
Lithuania
Estonia
■
United
Kingdom
■
Norway
■
Rwanda
■
Burundi
Latvia
Kyrgyztan
Botsvana
■
Other
(22
countnes)
70%
Lithuania
Austria
■
Estonia
■
Rwanda
■
United
Kingdom
■
Norway
Moldova
Kenia
Denmark
■
Other
(25
countries)
Thous.
EUR
2020
2021
Change
Lithuania
17
186
(71%)
18
068
(70%)
882
Other
6
927
(29%)
7
791
(30%)
864
Total
24
113
25
859
1
746
49
50
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Key events in 2021
• In June 2021, Evaldas Rėkus, the CEO of Novian, assumed the role of CEO of Novian Systems and Andmevara AS
from Elena Vengrienė, who stepped down temporarily for family reasons.
• On 21 October 2021, the transaction, by which Novian group was joined by information systems and software
development company Elsis PRO, was completed. The agreements to buy 100% of Elsis PRO’s shares was signed by the Novian
group company Novian Systems. The deal expanded the Novian group’s software development competencies and capabilities in
the fields of aviation, transport and energy, and marked the start of a strategic partnership with the Elsis group.
• In November 2021, the Novian group joined the EnergyTech Digital group, an initiative to promote the wider use of
digital technologies in the energy sector.
• In November 2021, the Lithuanian Space Technology Cluster was established. Elsis PRO was included among the
founding space technology companies.
• In late 2021, Novian Technologies became a member the Norwegian-Lithuanian Chamber of Commerce.
Products and services of Novian group
Technologies (Novian Technologies (Lithuania), Andmevara Services OU (Estonia), Andmevara SRL (Moldova))
Solutions and services
Industries where active
Technologies and
methodologies
• Critical IT infrastructure design,
deployment and maintenance
• Critical IT infrastructure maintenance
managed services
• Cloud computing strategy and
transformation implementation
• Data storage, recovery and archiving
solutions
• Modern digital workplace strategy
creation and implementation
• Supply-chain and infrastructure
lifecycle management
• Managed printing services
• Digitization of document archives
• Finance and insurance
• Wholesale and retail trade
• Logistics and warehousing
• ITT
• Energy
• Manufacturing
• Public sector
• Scientific institutions
• Methodologies: CIMF v.3,
Migritis, CopyPrint
• Intellectual property:
Andmevara Services OU x-
Scan document digitization
• Technology partners:
• Dell EMC, NVIDIA, Lenovo,
IBM, Cisco, Zabbix,
Prometheus, Oracle
• Microsoft Azure, Google
Cloud, RedHat Openshift,
Commvault, Veritas,
Quantum
• Mobile Iron, N-Able,
Kyocera, Microsoft.
• Standards & Certifications:
ISO 9001; ISO 14001; ISO
20000-1
Revenue from the corporate sector accounted for
nearly half of the Novian group’s revenue in 2021,
with another one-third earned int eh public sector.
A significant portion of revenue, about one-fifth,
continues to come from clients in the financial
industry. Changes in the revenue structure of the
group and the software services business area were
mostly due to the acquisition of Elsis PRO. A broad
geography of operations has been maintained, also
thanks to Elsis PRO’s income from clients in
European Union countries.
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INVL TECHNOLOGY
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Revenue and EBITDA of Novian group technologies area, thous. EUR*
* From 2019 IFRS 16 was adopted, which affected the amount of EBITDA, therefore the EBITDA for the periods 2017-2018 and 2019-2021 are
not directly comparable.
Revenue by sector
Revenue by country
52
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Key events and projects in 2021
• Introduction of Novian Technologies’ IT infrastructure managed services in Lithuania and Norway has been ongoing since
2021 (cataloguing of the services, adaptation to the Nordic market and marketing campaigns in Norway and Lithuania).
• In 2021, Novian Technologies organized an ongoing Red Hat TechClub project for open-source professionals in Lithuania
to develop technical skills and promote open-source systems. The club met monthly, with training led by Red Hat experts.
• To encourage collaboration and exports of services, teams from the relevant divisions of Novian Technologies and its
subsidiaries Andmevara Services (Estonia) and Andmevara SRL (Moldova) were integrated.
• Novian Technologies launched an ESG (Environmental, Social and Governance) initiative. A steering group is in place,
and short- and long-term objectives have been set.
• In May 2021, a Novian Technologies conference on “Technologies and Resilience” was held for organizations and heads
of IT.
• In 2021, Novian Technologies completed HPC projects for the Kyrgyz postal service and Vilnius University.
• In the fall of 2021, Novian Technologies became a Gold Member of the Norwegian-Lithuanian Chamber of Commerce.
• In 2021, Dell “Titanium” partnership was renewed, as was the pan-Baltic Kyocera “Black Belt” service partnership.
• In 2022, the Red Hat “Premier” partnership level was achieved.
• In the spring of 2022, a modern digitization centre is planned to be opened in Estonia.
• During the reporting period, these key projects were implemented:
Lithuanian Railways – critical IT infrastructure architecture design, equipment supply, installation,
integration and maintenance: hyperconverged infrastructure architecture was designed, a plan for infrastructure modernization
was prepared, equipment supply, installation and systems integration was organized, migrations were carried out, and a
maintenance plan for the upgraded infrastructure was prepared. In 2022, a backup and backup solution deployment agreement
was signed. The upgraded critical infrastructure ensures business continuity, performance and security.
Ignitis Group Service Centre – installation of computer workstations: workstation equipment was selected to
meet the specific needs of ESO AB divisions: Getac rugged laptops and accessories. The equipment was ordered and delivered to
the client. This resulted in increased mobility, innovation, and improved working conditions for employees.
Estonian National Archive – document digitization: digitization of documents and creation of metadata. The project
involves 4.2 million documents, with a length of 2 years. The digitized documents are hosted on a public website. The national
archive’s holdings can be easily and quickly accessed by all interested parties.
Bank of Lithuania – Procurement of Openshift platform deployment, maintenance and development:
consulting on the deployment, maintenance and development of the Red Hat OpenShift 4 (open source) platform. Guidance by
international experts enabled rapid and efficient deployment of modern technologies for the development of new applications.
IT infrastructure maintenance services for the PET packaging manufacturer Retal: maintenance services for
data centres in Lithuania and the UK, monitoring of IT systems performance. SOC services foreseen: when a problem is identified,
it is escalated and measures are taken to address the vulnerabilities. Computer workstation maintenance services also provided.
Novian Technologies assumed full responsibility for the safe and uninterrupted operation of the client's IT infrastructure. The client
can focus on developing its core business.
Software services (Novian Systems (Lithuania), Andmevara AS (Estonia), Elsis PRO (Lithuania))
Solutions and services
Industries where active
Technologies and methodologies
• Development and maintenance of
information systems
• Information systems integration
• Business process digitization
• Performance analytics solutions
• E-governance
• E-tax
• Regulatory institutions
• E-health
• Environmental protection
• Intellectual property:
Novian Systems:
• Masis municipal tax management
• Atris waste management
Share of revenue of the Novian group technologies
companies in Lithuania in 2021 increased to 77 percent (this
share of revenue was 72% in 2020). In terms of revenue
by sector, the share of revenues from the corporate sector
reached 48% in 2021 and in 2020 it was 37 percent.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
• Robotic process automation
• Critical resource management
solutions
• Data distribution solutions (OMG
Data Distribution Service)
• Risk management solutions
• Big data
• Consulting
• Smart cities
• Corporations
• Scientific institutions
Elsis PRO:
• PRO.Risks risk management
• SHIFT air traffic controller
scheduling software
• Galaxy nano-satellite
communication software (in
development)
• Programming in Oracle /Java and
Microsoft.NET
• Low code solutions with Microsoft
Power Apps
• Process robotization
• Big data and performance analytics,
artificial intelligence
Standards and Certifications:
Novian Systems: ISO 9001, ISO
27001, ISO 14001;
„Elsis PRO“: ISO 9001, ISO 27000.
Revenue and EBITDA of Novian group software services companies, thous. EUR*
*From 2019 IFRS 16 was adopted, which affected the amount of EBITDA, therefore the EBITDA for the periods 20162017-2018 and 2019-2020 2021
is are not directly comparable. The figures of 2021 include the annual results of Elsis PRO UAB (revenue EUR 2 992 thousand, EBITDA EUR 298
thousand).
Revenue of Novian group software services area by sector
Revenue of Novian group software services companies by country
54
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Key events and projects of Novian group software services companies in 2021
• In October 2021, the transaction, by which Novian group was joined by information systems and software development
company Elsis PRO, was completed. The agreements to buy 100% of Elsis PRO’s shares was signed by the Novian group company
Novian Systems. The deal expanded the Novian group’s software development competencies and capabilities in the fields of
aviation, transport and energy, and marked the start of a strategic partnership with the Elsis group.
Novian Systems:
• In the first half of 2022, Novian Systems is upgrading the municipal land rent administration system Masis SMP. It is
designed for accountancy of the municipal taxes (for land and property rent, etc.), fees and licences, and management of the
electronic services for individuals and businesses. Upgrade of the technological part of the system will ensure faster operation and
improved usability.
• In June 2021, Evaldas Rėkus, the head of Novian, took on the role of CEO of Novian Systems and Andmevara AS,
replacing Elena Vengrienė, who went on leave for family reasons.
• In 2021, Novian Systems held webinars on the use of microservice architecture in the development of information
systems and software solutions for holiday requests and for participants of court processes and financial markets.
• In 2021, Novian Systems held webinars on the use of microservice architecture in the development of information
systems, together with partners held a webinar entitled “Lack employees? The answer is rapid automation” to present the
possibilities of low code software development solutions.
Elsis PRO:
• In March 2021, Rimvydas Jančiauskas became the CEO of Elsis PRO, replacing Arūnas Gedvila.
• In November 2021, the Lithuanian Space Technology Cluster was established. Elsis PRO was among the founding space
technology companies.
• In 2021, contracts were signed with Lithuania’s Financial Crime Investigation Service (FNTT) for the development of an
IT system, with Oro Navigacija for the deployment of the SHIFT product, with the Lithuanian Military Academy for the second phase
of development of the NAAS system, and with ESA for the second phase of development of the Galaxy product, and the FNTT's
GovTechLab tender was won.
The Novian group’s software services companies
generated a majority of their revenue (60%) from
operations in Lithuania. Revenue from clients abroad
increased to 40% (versus 20% in 2020). The revenue
structure of the software services companies also changed
in terms of client segment: the revenue share from the
public sector contracted from 60% in 2020 to 47% in
2021, while the portion of revenue from the corporate
sector correspondingly increased from 24% to 43%. The
changes were mainly due to the acquisition of Elsis PRO,
whose operations are included in the financial statements
as of 2021.
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INVL TECHNOLOGY
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• During the reporting period these key projects were implemented
Upgrade of the ITIS_EU information system for exchange of VAT information among EU countries: Oracle
technologies are used to upgrade the ITIS_EU. This will allow the implementation of provisions of legislation taking effect on
1 July 2022 according to which persons whose permanently reside outside the territory of the EU will be reimbursed VAT on goods
purchased in the Republic of Lithuania and exported from EU territory. The e-services will allow smoother refunds of VAT on goods
purchased in Lithuania and exported from the EU. The data collected and analysed will allow the State Tax Inspectorate to control
VAT refunds more effectively.
Stansefabrikken quality control system: Novian Systems implemented Microsoft Power Apps and Microsoft
Power BI technologies for quality control monitoring on a painting line. This will enable quality measurements, get product
information and automatic data reading from industrial measuring tools. The measurement data will be processed and stored.
Microsoft Power BI reports for the Baltic brand development company Vilandra: during the project, Novian Systems replaced the
client's SQL databases with reports based on Microsoft Power BI technologies, and installed sales, debts, and inventory modules.
The new reports make it possible to see and analyse all operational data in one place and from various angles.
Modernization of the EU Structural Funds Management and Monitoring Information System (SFMIS): The data
exchange platform which Elsis PRO substantially upgraded allows users to submit data electronically and receive feedback promptly.
The work was carried out with the existing system in operation. Lithuanian institutions administering EU Structural Funds
investments and the beneficiaries of those funds will be able to carry out even more processes, from application to completion
reports, entirely digitally.
Development of the Integrated Airspace Transport (Flight) Analysis and Management System (IOETAVS):
Elsis PRO is developing advanced software for automatic scheduling of air traffic controllers based on artificial intelligence and big
data analytics solutions. The system includes airspace planning and optimisation, which will allow more air traffic to be served with
the same resources, reducing aircraft delays and ensuring safe air navigation. Functionalities cover the planning and operational
management cycle, ranging from forward long-term planning to tactical planning on the day of operations.
Media monitoring and digitization area (Zissor, Norway)
Solution and services
Industries of activity
Technologies and methodologies
• Media (press, online, broadcast, social
network) monitoring software;
• Software to segment and digitizing the
content of printed and / or scanned
documents;
• Converting media PDF files to XML for
other communication channels
• Providers of media monitoring
services
• Magazine and newspapers
publishers
• National archives and libraries.
Zissor intellectual products
Zissor revenue by country
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Key events and projects of media monitoring and digitization area in 2021
• Zissor introduced the PDF-to-XML conversion service in the Nordics, signed new contracts and began several pilot
projects.
• In the second quarter of 2022, the company plans to launch new artificial intelligence functionality in the upgraded Zissor
Media System.
• In Finland, Zissor introduced its archive digitization service and began a new project in the country.
• In 2021-2022, the company is introducing Novian’s IT services on the Norwegian market.
These key projects were implemented during the reporting period:
Digitization of the Hordaland Folkeblad newspaper: the digitization services which have begun also include
scanning, optical character recognition (OCR), article segmentation and meta-data extraction. A total of 75 000 pages
of the newspaper will be digitized. Zissor will digitize the newspaper's entire archive from 1873 to 2005. The digitized material will
be made available for text search and made available in electronic form to the newspaper's subscribers and journalists.
Digitization of the Norwegian newspaper Lister: digitization as well as scanning, optical character
recognition (OCR), and meta-data extraction services. 200 000 pages of the newspaper will be digitized, including the
issues published from 1901 to 2011.
Digitization of the archive of the Norwegian newspaper Bladet Vesterålen: Zissor digitized the newspaper’s
entire archive of 200 000 pages covering the years 1921-2009. A total of 200 000 pages with more than 2 million articles
were digitized. All published issues of the newspaper are available for text search and can be delivered electronically.
Digitization of the Danish newspaper Ingeniøren: ongoing service is being provided with the conversion of
PDF pages into articles and meta-data. Zissor's services also enable the generation of XML files and images that can be used
for an e-solution. This makes it possible to use e-solutions and present articles more conveniently also on tablets and mobile phones.
PDF-to-XML conversion of the Norwegian magazine Agenda 3:16: continuing conversion service. PDF pages are converted into
articles and meta-data, XML files and images are generated for electronic use. This facilitates the presentation of articles for reading
on tables and mobile phones.
5.3. Cyber Security
NRD CS (CYBER SECURITY)
NRD CS is a cybersecurity consulting, incident response and technology implementation company. Through its activities, the
organization seeks to create a secure digital environment for countries, governments, businesses, and citizens, and therefore
conducts projects of various scale and scope around the world.
Specialists of NRD CS have extensive experience in cybersecurity incident investigation and management, law enforcement,
analysis, auditing, and other fields as well as are active members of international cybersecurity organizations and contribute to the
development of international good practices. The organization is managed by INVL Technology, an investment company in IT
businesses listed on Nasdaq Vilnius, whose companies operate on a cluster basis and implement joint projects in more than 50
countries around the world.
Strategic business directions
• continue its mission to consistently help countries realize their visions of secure digitalization and enable different
organizations to manage cybersecurity threats;
• continue cross-border cooperation in the development of cybersecurity systems in various countries around the world.
It will develop its products related to the exploration of open sources and the protection of critical infrastructures. It is expected
that during 2022 NRD CS will continue close cooperation with international organizations such as ITU, World Bank, GFCE and
others, which aim to strengthen cyber resilience at national or regional scales.
• strengthening CyberSOC managed security service provider position in Lithuanian market, aiming to become a leader.
The focus on other services and products, such as auditing, cybersecurity consulting and technology deployment will also remain.
• develope and commercialize CollectiveSight product variation dedicated to large organizations as well as CyberSET
and improving CSIRT/SOC establishment projects.
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NRD CS services and products
Cyber security incident
management and team
building
Nacionalinių kibernetinio
saugumo gebėjimų
stiprinimas
Organizacinių
kibernetinio saugumo
gebėjimų stiprinimas
Technologiniai
sprendimai
•Security audit and cyber risk
assessment
•Security risk assessment
• Assessment and assurance
of compliance
•Cyber security maturity
assessment
•Cloud computing security
assessment
•Vulnerability analysis and
intrusion assessment
•Performance and IT business
continuity assessment
•Development and
oversight of national and
sectoral computer security
incident investigation teams
(CSIRTs) and security
operations centers (SOCs)
•Development of a national
cyber security strategy and
legal framework
•Development and
implementation of a critical
infrastructure protection
program
•Cyber Security Maturity
Assessment (in
collaboration with Oxford
University)
•Cyber security
incident management
•Digital research
• Development and
installation of sensors for
critical infrastructure
objects
• Intelligence automation
and data modeling tools
• Open Source
Intelligence (OSINT) tools
• Cyber labs for digital
research.
The organization is currently developing and introducing to the market the following products:
CollectiveSight: a centralized cybersecurity monitoring and threat hunting platform. The solution has been created by NRD CS
R&D team as there was no technology which could combine NDR and EDR capabilities at sectorial level and enable coordinated
threat monitoring. Its functionalities go beyond just visibility and offer capabilities to build and continuously refine rules for detecting
threats and non-compliances. It is set-up in organization’s internal network and analyses traffic data just before it is sent across
the internet. The platform is intended to be deployed in sectorial or national critical infrastructures, set-up for central management
and incident handling as well as threat hunting from sectorial or national CSIRT.
The platform has already been successfully commercialized – it has been deployed in the central banks of Egypt and Bangladesh as
well as the national CIRT of Cyprus.
NRD CS is currently working on another variant of CollectiveSight which will be focused on large organisations rather than on sectors
or national infrastructure. It is expected to introduce the solution to market during 2022.
CyberSET: a set of technologies and operational procedures, allowing the integration and automation of typical SOC functions for
the security service providers (MSSPs) that manage them. The organisation has been actively developing this product for a couple
of years and recently a prototype has been introduced. In 2022 the product will be deployed while establishing a National CIRT in
Malawi. The main purpose of the CyberSET is to help IT companies to start providing MSSP services in the short term by offering a
complete set of technological and procedural instruments at affordable prices, thus addressing the shortage of cybersecurity service
providers. The product being developed will substantially reduce the entry barrier to the MSSP market and provide a technological
set of software, methods, procedures and information that will allow the MSSP to be launched very quickly (within about 60 days)
and several times less expensively than is currently possible with the solutions available on the market.
NRD CS results of 2021
Key profit (loss) item, thous. EUR
NRD CS*
2020
2021
Revenue
3 229
5 365
Gross profit
1 519
2 347
EBITDA
434
784
EBIT
250
615
Net profit (loss)
321
603
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INVL TECHNOLOGY
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Key balance sheet items, thous. EUR
NRD CS
2020
2021
Tangible assets
181
122
Intangible assets
46
1
Other non-current assts
140
209
Current assets
2 079
3 007
Of which cash
654
1 618
Total assets
2 446
3 339
Equity
1 390
1 493
Non-current liabilities
57
37
Of which financial debt
57
12
Current liabilities
999
1 809
Of which financial debt
44
48
Total liabilities and equity
9
2 446
3 339
* The audit of the financial statements of NRD CS UAB are in progress.
Revenue and EBITDA of NRD CS, thous. EUR
* From 2019 IFRS 16 was adopted, which affected the amount of EBITDA, therefore the EBITDA for the periods 2017-2018 and 2019-2021 are not directly comparable
NRD CS revenue by sector
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INVL TECHNOLOGY
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NRD CS revenue by country
Key events and projects of 2021
• During 2021 NRD CS team has worked on 264 projects
• The organisation has strengthened its position in security as a service provider category and signed 7 new contracts for
providing external Security Operations Centre (SOC) services called CyberSOC, bringing the total number of customers using this
service to 15. CyberSOC is provided to organisations of various scope, size and nature – banks, manufacturers, international
organisations and public sector institutions.
• During the second half of the year, NRD CS has started providing a new service for Lithuanian market – an independent
SWIFT assessment. NRD CS has been listed as a registered provider on the Customer Security Programme (CSP) Assessment
Providers directory to offer assessment services.
• NRD CS has successfully continued to work on various international projects as well as sign new contracts. Further is a
list of the main international projects the company‘s experts have either continued, or started working on:
Egypt: One of the main continued projects, which in 2021 came close to the finish line and is expected to be completed
in the first half of 2022. The project aims to assist the Central Bank of Egypt in establishing a cybersecurity incident response team,
which will be coordinating other 39 banks in the country. Also, in order to centrally monitor and detect cyber threats, CollectiveSight,
a threat monitoring platform developed by NRD CS, has been deployed. In addition to this, at the end of 2021, NRD CS welcomed
two Egyptian delegations from cybersecurity management and technical teams. During the intense couple of weeks, the delegations
have been introduced to Lithuanian efforts to strengthen cyber resilience within the financial sector. Also, important connections
with the Bank of Lithuania, Lithuanian cyber police, Ministry of Defence and other institutions have been established.
Bhutan: a technical audit of currently used finance management systems has been carried out for the Ministry of Finance
in Bhutan. The results along with recommendations for improvements have been presented to the management team of the Ministry.
Serbia: NRD CS, together with the United Nations Project Management Agency (UNOPS), has provided advisory services
for the assessment of the cybersecurity ecosystem of the Republic of Serbia.
Nigeria: NRD CS has completed two projects for the Central Bank of Nigeria:
Creating an integrated cybersecurity center for the financial sector.
Deployment of a system dealing with cybersecurity threats, information processing and dissemination.
Guyana: During the H2 of 2021, cybersecurity assessment services were provided to the Central bank of Guyana.
10
16
21
44
0
20
40
60
2018 2019 2020 2021
Number of countries
NRD CS 2021 not only did it earn significantly
more revenue, but at the same time it was able to
increase its profitability. The increase in revenue
was achieved by increasing revenue in Lithuania.
Although the number of countries with NRD CS
projects has doubled, revenue growth from
foreign clients has not been significant. Recent
years have seen a decline in the share of public
sector revenue; the share of public sector
customer revenue increased
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Rwanda: A new contract has been signed with the United Kingdom Home Office to perform Rwanda‘s cybersecurity
maturity assessment using Oxford CMM model. NRD CS has already performed such maturity assessments in Sakartvelo, Ecuador
and Bangladesh.
Malawi: in the H2 of 2021 a contract was signed with ITU to establish National CIRT in Malawi.EU: A contract has been
signed with ENISA (The European Union Agency for Cybersecurity) for the preparation of cybersecurity crisis management maturity
methodology. The project aims to put a solid ground for cooperation among EU institutions in case of crisis at a technical or
operational level.
Events and public appearance
• Despite the ongoing pandemic, during 2021 NRD CS experts have been active both in organizing virtual conferences and
seminars and participating in events coordinated by other organisations.
• In the H1 several virtual conferences on technical topics were organized in partnership with Recorded Future. The events
were not only popular among customers, but also brought sales of the presented technology solutions. In May an annual CyberSOC
conference took place and gathered a record number of participants – 289.
• During the H2 NRD CS hosted its annual conference Cyber Defence Lithuania which has also been popular among existing
and potential customers
• The company had a chance to be part of a live conference – worldwide digital security solutions provider ESET organised
its annual conference ESET Security Day Lithuania. During the event, NRD CS team has been presenting CyberSOC service, while
the director of the company Dr. Vilius Benetis has delivered a speech on securing various digital environments around us.
• In 2021 NRD CS experts often appeared in various media channels both in Lithuania and abroad. Throughout the whole
year NRD CS has partnered up with Verslo žinios – a media channel, dedicated to business related information. The partnership
included article publication, logo visibility, ad campaigns and special position in a specialized newsletter on innovation.
6. Issuer’s assessment of the last year
6.1. Assessment of objectives achieved in 2021
During the reporting year, INVL Technology managed to achieve the goals set for its operations: to earn a return for the benefit of
shareholders from investments in portfolio companies and to increase the value of those companies. The results are reflected in the
52.46% increase in INVL Technology’s equity per share from 14 July 14 2016, when the Company started operating as a closed-
end investment company, through the end of 2021, taking into account repurchase of own shares. Equity per share increased from
EUR 1.96 to EUR 2.99 per share, for a compound annual growth rate in the period of 8.01%.
INVL Technology's equity increased by 7.1% in 2021 and reached EUR 36.125 million at the end of the year. Equity per share at
the end of 2021 was EUR 2.9936 and, taking into account the repurchase of own shares, increased by 8.1% during the year.
In 2021, INVL Technology did not operate in Russia or Belarus. It is worth noting that NRD CS assessed the cyber security system
in Ukraine during the reporting year. There are no current plans to develop activities in those countries in 2022.
6.2. Management comment on the impact of the coronavirus (COVID-19)
The Company and its group were not significantly affected by the COVID-19 virus pandemic. Since INVL Technology and its
subsidiaries are able to conduct operations remotely, their work was not disrupted by the quarantine during the reporting year
which lasted until 30 of June 2021. However, the COVID-19 pandemic has reduced the revenues of certain managed companies
from work in foreign markets, since demand for IT services has declined in more remote global markets.
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INVL TECHNOLOGY
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III. INFORMATION ABOUT SECURITIES
7. The order of amendment of Issuer’s Articles of Association
The Articles of Association of INVL Technology may be amended by resolution of the General Shareholders’ Meeting, passed by
more than 3/4 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania).
During the reporting period the Articles of Association were amended once.
The Articles of Association of the Company have been amended in order to comply with the relevant provisions of the legal acts
regulating the activities of the Company - the Law on Companies of the Republic of Lithuania and the Law of the Republic of Lithuania
on Collective Investment Undertakings. Currently actual wording of the Articles of Association of INVL Technology is dated as of 12
May 2021.
The Articles of Association is available on the Company’s website. e (Section in the website For investors → Legal documents →
Articles of Association. Link: https:// invltechnology.lt/lit/en/for-investors/articles-of-association)
8. Structure of the authorized capital
Structure INVL Technology authorized capital as of 31 December 2021
Type of shares
Number of
shares, units
Total voting rights
granted by the issued
shares, units
Nominal
value, EUR
Total nominal
Nominal value,
EUR
Ordinary registered shares
12 175 321
12 067 635
0.29
3 530 843.09
100
All shares are fully paid-up and no restrictions apply on their transfer.
Information about the Issuer’s treasury shares
Neither INVL Technology nor, its subsidiaries, directly or on their through persons , but acting on their behalf but in their own name,
have not acquired any shares in of INVL Technology.
During the reporting period, the Company conducted a buy-back of it’s own shares which took place from 27 October 2021 through
10 November 2021. In this period, the Company acquired 107 686 (0.88%) of its shares from shareholders of the Company for
EUR 295 059.64, with settlement made on 12 November 2021. The decision to buy back shares, the procedure and time for the
purchase and sale of shares, the number and price of shares, and decisions on other matters related to the acquisition and sale of
the own shares were taken at the general shareholders meeting held on 29 April 2021.
9. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial investment to
the Issuer on a regulated market
Main characteristics of INVL Technology shares admitted to trading
Number of shares issued, units
12 175321
Number of Shares with voting rights
12 067 635
Nominal value of one share, EUR
0.29
Total nominal value, EUR
3,530,843.09
ISIN code
LT0000128860
LEI code
5299006UHD9X339RUR46
Name
INC1L
Exchange
AB Nasdaq Vilnius, XLIT
List
Baltic Secondary list
Listing date
4 June 2014
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Trading in the company’s shares 2019 - 2021 (quarterly) on Nasdaq Vilnius
Reporting
period
Price, EUR
Turnover, EUR
Last trading
date
Total turnover
high
low
last
high
low
high
quantity
EUR
2019 1st Q
1,58
1,44
1,55
87 562,86
92,72
1 523,18
2019.03.29
95 698
146 843,81
2019 2st Q
2,10
1,50
1,72
84 289,91
70,97
4 629,6
2019.06.28
169 929
281 909,20
2019 3st Q
1,78
1,56
1,61
12 810,30
44,01
805
2019.09.30
87 180
142 034,35
2019 4th Q
1,80
1,57
1,76
11 613,08
1,68
777,92
2019.12.30
65 578
108 606,62
2020 1st Q
1,99
1,50
1,58
24 384,58
23,50
2 267,30
2020.03.31
74 584
139 382,05
2020 2st Q
1,95
1,60
1,94
13 953,64
1,94
999,1
2020.06.30
83 743
153 914,18
2020 3st Q
2,10
1,94
2,04
62 244
2,02
408
2020.09.25
73 659
147 174,92
2020 4st Q
2,14
1,79
2,08
2 233,8
2,02
1 664
2020.12.29
13 753
28 043,81
2021 1st Q
2,28
2,08
2,14
66 758,38
4,02
86,1
2021.03.31
137 750
294 144,84
2021 2st Q
2,74
2,1
2,52
76 256,2
2,56
252
2021.06.30
105 506
255 230
2021 3st Q
2,9
2,48
2,62
20 407,92
5,16
52,8
2021.09.30
51 749
136 702
2021 4
th
Q
2,78
2,6
2,74
13 600
8,22
8 912,98
2021.12.30
34 878
94 850,42
Trading in shares 2019-2021
Share price, EUR
2019
2020
2021
- Open
1.44
1.76
2.12
- High
2.10
2.14
2.90
- Low
1.44
1.50
2.06
- Medium
1.64
1.92
2.49
- Last
1.76
2.08
2.74
Turnover, shares
418 385
245 739
329 883
Turnover, EUR
679 400,88
468 515
780 926,8
Total number of trades
605
891
1576
Turnover and share price of INVL Technology
Price and revenue of INVL Technology shares
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Change of share price of INVL Technology and indexes
Capitalization, 2019-2021
Last trading date
Number of shares
Last price, EUR
Capitalisation, EUR
2019.03.29
12 175 321
1.55
18 871 748
2019.06.30
12 175 321
1.72
20 941 552
2019.09.31
12 175 321
1.61
19 602 267
2019.12.30
12 175 321
1.76
21 428 565
2020.03.31
12 175 321
1.58
19 237 007
2020. 06.30
12 175 321
1.94
23 620 123
2020.09.25
12 175 321
2.04
24 837 655
2020.12.29
12 175 321
2.08
25 324 668
2021.03.31
12 175 321
2.1
25 568 174
2021.06.30
12 175 321
2.52
30 681 808
2021.09.30
12 175 321
2.66
32 386 353
2021.12.31
12 175 321
2.74
33 360 379
10. Dividends
The General Shareholders’ Meeting decides upon dividend payment and sets the amount of dividends. The company pays out the
dividends within 1 month after the day of adoption of the resolution on profit distribution.
Persons have the right to receive dividends if they were shareholders of the Company at the end of the tenth business day after
the day of the General Shareholders’ Meeting which issued the resolution to pay dividends.
According to the Law on Personal Income Tax and the Law on Corporate Income Tax, a 15 % tax applies for dividends as of 2014.
The Company is responsible for calculating, withholding and transfer paying (to the State) the applicable taxes.
The company did not allocate dividends during the reporting period.
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Indicators related to the shares*
2019
2020
2021
Book value per share, EUR**
2.38
2.77
2.99
Price to book value (P/Bv)
0.74
0.75
0.92
*For the convenience of investors, the Company publishes definitions and formulas for the alternative performance measures (APMs) it uses on its website as well as in
Appendix 4 of this Annual Report. See the website section “For Investors“ →”Financial information and reports“ → “Formulas of performance indicators“, which can be reached
via this link https:// https://www.invltechnology.lt/lit/en/for-investors/reports/formulas-of-performance-indicators.
**The nominal value per share is – EUR 0.29
11. Shareholders
11.2. Information about shareholders of the Company
Shareholders who held title to more than 5% of INVL Technology’s authorized capital and/or votes as of 31
December 2021
Name of the shareholder or
company
Number of
shares held by
the right of
ownership
Share of the
authorised
capital held,
%
Share of the votes, %
Share of votes given
by the shares held
by right of
ownership, %
Indirectly held
votes, %
Total, %
LJB investments, UAB, code
300822575, A. Juozapavičiaus
St. 9A, Vilnius
2 424 152
19.91
19.91
-
19.91
Invalda INVL, AB, code
121304349, Gynėjų St. 14,
Vilnius
1 873 678
15.39
15.39
1.83
11
17.22
Irena Ona Mišeikienė
1 466 421
12.04
12.04
-
12.04
Lietuvos draudimas, AB, code
110051834, J. Basanavičiaus
St. 12, Vilnius
909 090
7.47
7.47
-
7.47
Kazimieras Tonkūnas
675 452
5.55
5.55
1.531
2
7.08
Alvydas Banys
618 745
5.08
5.08
19.911
3
24.99
10
It is considered that Invalda INVL has the votes of the controlled company INVL Asset Management UAB.
11
It is considered that Kazimieras Tonkunas has the votes of his spouse.
12
It is considered that Alvydas Banys has votes of LJB Investments, UAB a company controlled by him.
At 31 December 2021, a total of 3 621 shareholders owned shares of INVL Technology (versus 3 438 at 31 December 2020). There
are no shareholders entitled to special rights of control.
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Votes as of 31 December 2021
Distribution of securities by investors’ groups as of 31 December 2021
Distribution of securities by investors’ groups as of 31 December 2021
Regions
Shareholders
Votes given by the owned shares
Number
Portion %
Number
Share %
Lithuania
3 493
98.07
11 940 884
98.95
Other EU countries
100
1.00
121 491
1.00
Non EU countries
27
0.05
5 260
0.05
Own shares
1
0.88
-
-
Total
3 621
12 067 635
11.2. Rights and obligations carried by the shares
11.2.1. Rights of the shareholders
The Company’s shareholders have the following property and non-property rights:
• to receive a part of the Company's profit (dividend);
• to receive the company’s funds when the authorized capital of the company is reduced with a view to paying out the
company’s funds to the shareholders;
• to receive a part of assets of the company in liquidation;
• to receive shares without payment if the authorized capital is increased out of the Company funds, except in cases
provided by the laws of the Republic of Lithuania;
• to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in cases
when the General Shareholders’ Meeting in the manner prescribed in the Law on Companies of the Republic of Lithuania decides to
withdraw the pre-emption right in acquiring the Company’s newly issued shares or convertible debentures for all the shareholders;
Investors
Shareholders
Votes given by the owned shares
Number
Portion %
Number
Share%
Private persons
3 588
46.50
5 661 417
67.00
Legal persons
32
52.62
6 406 218
33.00
Own shares
1
0.88
-
-
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
• to lend to the company in the manner prescribed by law; however, when borrowing from its shareholders, the company
may not pledge its assets to the shareholders. When the company borrows from a shareholder, the interest may not be higher than
the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business, which
was in effect on the day of conclusion of the loan agreement. In such a case the company and shareholders shall be prohibited from
negotiating a higher interest rate;
• other property rights provided by laws;
• to attend the General Shareholders’ Meetings;
• to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of
Shareholders;
• to vote at the General Shareholders’ Meetings according to voting rights carried by their shares;
• to receive information on the Company specified in the Law on Companies of the Republic of Lithuania
• to appeal to the court for reparation of damage resulting from nonfeasance or malfeasance by the Company’s manager
and the Board members of their obligations prescribed by the Law on Companies of Republic of Lithuania and other laws of the
Republic of Lithuania and the Company’s Articles of Association as well as in other cases laid down by laws;
• to receive information on a public company whose shares are admitted to trading on a regulated market as specified in
the Law on Companies of Financial Instruments Markets in the Republic of Lithuania;
• other non-property rights established by laws and the Company’s Articles of Association.
11.2.2. Obligations of the shareholders
The shareholders have no property obligations to the Company, except for the obligation to pay up, in the established manner, all
the shares subscribed for at their issue price. If the General Shareholders’ Meeting takes a decision to cover the losses of the
Company from additional contributions made by the shareholders, the shareholders who voted "for" shall be obligated to pay the
contributions. The shareholders who did not attend the General Shareholders’ Meeting or voted against such a resolution shall have
the right to refrain from paying additional contributions.
The person who acquired all shares or part of shares in the company from the Company’s sole shareholder must notify the company
of the acquisition or transfer of shares within 5 days from the conclusion of the transaction. The notice shall indicate the number of
acquired or transferred shares, including share number per class, when the different share class is acquired, the nominal share
price and the particulars of the person who acquired or transferred the shares (the natural person's full name, personal number,
personal code and address; the name, legal form it has taken, registration number, address of the registered office of the legal
person.). A document confirming the acquisition of the shares or an acquisition extract must be added to the notice. If an acquisition
extract is provided, it must include the parties to the transaction, the subject of the transaction and the date of acquisition of the
shares.
Contracts between the company and holder of all its share shall be executed in a simple written form, unless the Civil Code prescribes
the mandatory notarised form.
A shareholder shall repay the Company any dividend paid out in violation of the mandatory norms of the Law on Companies, if the
Company proves that the shareholder knew or should have known thereof. Each shareholder shall be entitled to authorise a natural
or legal person to represent him when maintaining contacts with the Company and other persons.
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IV. ISSUER’S MANAGEMENT BODIES
12. Structure, authorities, the procedure for appointment and replacement
The Company is managed in accordance the Governance Code of Nasdaq Vilnius for the companies listed on the regulated market.
Refer to the Appendix No 2 to the Annual Report for the compliance report.
In its activities the Company follows the Law on Companies, the Law on Securities, the Law relating to collective investment
undertakings, Articles of Association of the Company and other legal acts of the Republic of Lithuania.
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when
the Bank of Lithuania issued approval for the closed-ended type investment company (CEF) activities and the rights and duties of
the Board and the head of the Company transferred to the Management Company.
Investment Committee was established for operational efficiency and investment control by the decision of the Board of the
Management Company INVL Asset Management. Investment Committee is the collegial investment and management decision-
making body responsible for adopting decisions on the management of the Company’s assets and for the representation and
protection of the Company’s interests. By the decision of the General Meeting of Shareholders and in accordance with the Articles
of Association of the Company, in 2021. a Supervisory Board was also formed.
Investment Committee consists of 4 members: Kazimieras Tonkūnas (Chairman of the IC), Vida Tonkūnė, Vytautas Plunksnis and
Nerijus Drobavičius. They are appointed and can be removed by resolution of the board of the Management Company. Functions,
rights and duties of the Investment Committee are detailed in the rules of the investment committee for the closed-ended
investment company INVL Technology.
Structure of the management of the Company
12.1. General Shareholders’ Meeting
12.1.1. Powers of the general shareholders’ Meeting
Persons who were shareholders of the Company at the close of the accounting day of the General Shareholders Meeting or at a
repeat General Shareholders Meeting (the 5th working day before the General Shareholders’ Meeting) shall have the right to attend
and vote at the General Shareholders’ Meeting in person, unless otherwise provided for by laws, or may authorize other persons
to vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The shareholder’s
right to attend the General Shareholders’ Meeting shall also cover the right to speak and enquire.
The general meeting of Shareholders can take decisions and shall be deemed quorate irrespective of the number of votes carried
by Shares held by the Shareholders present thereat. An Annual General Shareholders’ Meeting must be held every year at least
within 4 months from the close of the financial year. All decisions of the general meeting of Shareholders of the Company shall be
taken by a 3/4 majority of votes carried by
Shares of the Shareholders present in the meeting, except for the decisions indicated below, which shall be taken by a 2/3 majority
of votes carried by Shares of the Shareholders present in the meeting, i.e. decisions:
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• to elect and remove a certified auditor or audit firm and establish terms of payment for audit services;
• to approve sets of annual and interim financial statements;
• on extension of the Term of Activities of the Company and making related amendments to the Articles of Association.
The below-indicated decisions of the general meeting of Shareholders of the Company can be taken only after taking into account
the recommendations given by the Management Company and with regard to consequences of a relevant decision indicated by the
Management Company, i.e. decisions regarding:
• amending the Articles of Association of the Company;
• redemption of Shares;
• distribution of the profit (loss) of the Company;
• formation, use, reduction and cancellation of reserves;
• increase or reduction of the authorized capital;
• approval of Transactions Having a Material Effect on the Company in accordance with the procedure established in the
Company’s policy for transactions with associated parties;
• reorganization, spin-off or transformation of the Company
• merger of the Company with other collective investment undertakings;
• approval of the agreement with the Depository, appointment of the person authorized to sign the approved agreement
with the Depository on behalf of the Company, change of the Depository;
• liquidation of the Company or extension of the Term of Activities of the Company;
• restructuring of the Company.
The Management Company must present its recommendations on draft decisions on issues indicated in Articles of Association
hereof together with the announced draft decisions proposed by the Management Company. In case draft decisions are proposed
not by the Management Company but by Shareholders, the Management Company must, no later than within 5 (five) Business
Days after presentation of such a draft decision to the Company, prepare a relevant recommendation and announce it in the
manner in which draft decisions are announced. In any case recommendations of the Management Company regarding all draft
decisions on relevant issues of the agenda must be announced no later than 3 (three) Business Days until the date of the general
meeting of Shareholders. In case the general meeting of Shareholders takes a decision not following the recommendations given
by the Management Company, the Management Company shall not be responsible if such decisions violate requirements for
management of the Company or there are other negative consequences.
12.1.2. Convocation of the general shareholders’ Meeting of INVL Technology
The right to initiate convocation of the meeting is vested in the Management Company and Shareholders, owning at least 1/10 of
all the votes in the General Shareholder Meeting.
The convocation of a General Shareholders’ Meeting is organised by the Management Company.
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 to shareholders who
hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal
by registered mail to the Company at Gyneju St. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company
on business hours or by sending proposal to the Company by email info@invltechnology.lt. The agenda is supplemented if the
proposal is received no later than 14 days before the General Shareholders Meeting. In case the agenda of the Meeting is
supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on convening of the
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, sending the proposal by registered mail to the
Company at Gyneju St. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or
by sending proposal to the Company by email info@invltechnology.lt) or in writing during the General Shareholders Meeting (this
right is granted to shareholders 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 sending the proposal by registered mail to the
Company at Gyneju St. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or
by sending proposal to the Company by email info@invltechnology.lt. All answers related to the agenda of the General Shareholders
Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General Shareholders Meeting
or simultaneously to all shareholders of the Company prior to the General Shareholders Meeting. The company reserves the right
to answer to those shareholders of the Company who can be identified and whose questions are not related to the company's
confidential information or commercial secrets.
The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity.
A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the
Meeting. The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in
a general ballot paper.
Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the
Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person's
rights are limited by the power of attorney or by the law. The authorized persons must have the document confirming their personal
identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than
before the commencement of registration for the Meeting. The Company does not establish special form of the power of attorney.
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A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must
be translated into Lithuanian and legalized in the manner established by law. The persons with whom shareholders concluded the
agreements on the disposal of voting right, also have the right to attend and vote at the Meeting.
Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate
and to vote on its behalf at the Meeting. No notarization of such authorization is required. The power of attorney issued through
electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature
equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company
on the power of attorney issued through the means of electronic communication by email info@invltechnology.lt not later than on
the last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to the
Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be
identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would
be possible to download software to verify an electronic signature of the shareholder free of charge.
The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.
Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is
presented at the Company's webpage www.invltechnology.com section For Investors. If shareholder requests, the Company shall
send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person 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 an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at
Gyneju St. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the
General Shareholders Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior
the Meeting. For the convenience of the shareholders of INVL Technology the company provides notifications about convocation of
General Shareholders Meeting, draft resolutions as well as general voting bulletins and resolutions adopted in the Meetings on the
company‘s website section For Investors (Shareholders' Meetings).
There were 2 (two) General Shareholders Meetings of INVL Technology, UTIB during 2021.
12.2. The Management Company, Investment Committee and Supervisory board
No management bodies shall be formed in the Company.
Since the Central Bank of the Republic of Lithuania granted the license of closed-ended type investment company to INVL
Technology, the management of the Company has been transferred to the Management Company, therefore, following the Law of
the Republic of Lithuania on Collective Investment Undertakings, and the rights and duties of the Board and the head of the
Company, as set in the Law of the Republic of Lithuania on Companies, have been transferred to the Management Company.
The Management Company is responsible for convocation and organisation of the General Shareholders Meeting of the Company,
giving notices about publically not disclosed information under the procedure set by legal acts, organisation of activities of the
Company, proper management of information about activities of the Company and performance of other functions assigned to the
Management Company.
The Management Company shall have the right:
• to perform all actions of management bodies of the Company and other actions assigned to the competence of the
Management Company according to effective legal acts and/or these Articles of Association;
• to get the Management Fee and the Success Fee, as they are defined in the Articles of Association;
• to conduct and perform transactions in connection with management of the assets of the Company at the expense and
in the interests of the Company;
• to make deductions from assets of the Company provided for in these Articles of Association;
• subject to approval of the general meeting of shareholders, to instruct a company, having the right to provide relevant
services, to perform some of its management functions;
• other rights established in these Articles of Association and legal acts of the Republic of Lithuania.
The Management Company must:
• act in a fair, correct and professional manner on the terms best for the Company and its Shareholders and in their
interests and ensure integrity of the market;
• act carefully, professionally and prudently;
• have and use means and procedures necessary for its activities;
• have reliable administration and accounting procedures, electronic data processing control and security measures and a
proper mechanism of internal control, including the rules on personal transactions in financial instruments conducted by employees
of the Management Company and transactions in financial instruments conducted at the expense of the Management Company;
• ensure that documents of and information about taken investment decisions, conducted transactions would be kept for
at least 10 years after the date of taking an investment decision, conduction of a transaction or performance of an operation,
unless legal acts set a longer term of keeping documents;
• have such an organizational structure that would help to avoid conflicts of interest. When it is impossible to avoid conflicts
of interest, the Management Company must ensure that Shareholders are treated fairly;
• ensure that persons taking decisions on management of the Company would have qualification and experience
established by the Supervisory Authority, be of sufficiently good repute;
• ensure that assets of the Company would be invested according to the investment strategy set in these Articles of
Association and requirements set in legal acts of the Republic of Lithuania;
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• prepare the prospectus, the document of main information for investors, annual and semi-annual reports under the
procedure set by legal acts;
• perform other duties set in these Articles of Association and legal acts of the Republic of Lithuania.
The Company’s management agreement with the Management Company must be approved by the general meeting of shareholders.
The Management Company can be replaced by a reasoned decision of the general meeting of shareholders of the Company. The
Management Company can be replaced by a decision of the general meeting of shareholders in cases when:
• the Management Company is liquidated;
• the Management Company undergoes restructuring;
• bankruptcy proceedings are initiated against the Management Company;
• the Supervisory Authority takes a decision to restrict or cancel the rights provided for in the license of the Management
Company related to management of investment companies;
• the Management Company commits a material breach of the respective management agreement, these Articles of
Association or legal acts.
The Management Company shall be replaced after receipt of a prior permission of the Supervisory Authority.
The management company, ensuring the management of INVL Technology, has CEO, board and the Investment Committee formed
by its decision.
The Board of the Management Company operates following the Civil Code of the Republic of Lithuania, the Law of the Republic of
Lithuania on Companies, other legal acts, Articles of Association of the Company, the resolutions of the General Shareholders
Meetings, decisions of the Board and Regulations of the Board.
Darius Šulnis (the Chairman), Nerijus Drobavičius and Vytautas Plunksnis are the members of the Board of the Management
Company since 19 January 2015. On 14th January 2019 the Board of Management Company was re-elected for the new 4 years
of office, after the Bank of Lithuania granted their permission. The composition of the Board remained unchanged: Darius Šulnis
(the Chairman), Nerijus Drobavičius and Vytautas Plunksnis.
For the sake of efficiency of the Company’s activities and control over its investments, an Investment Committee is being formed
by a decision of the Board of the Management company. At the end of the reporting period there were 4 members of the Investment
Committee: Kazimieras Tonkūnas (Chairman), Vytautas Plunksnis, Nerijus Drobavičius, Vida Tonkūnė.
The Investment Committee of the Management company is the collegial investment and management decision-making body
responsible for adopting decisions regarding the management of the Managed company’s assets and representing and protecting
the Managed Company’s interests. The procedure of formation, responsibilities, functions of the Investment Committee, decision-
making procedure and other procedures of the Investment Committee is set in the Regulations of the Investment Committee.
During the reporting period 25 Investment Committee meetings were held.
From 28 May 2021, the Company has a collegial supervisory body – the Supervisory Board. The members of the Supervisory Board
shall be elected by the General Meeting of Shareholders for a term of 4 years. The Supervisory Board shall elect the Chairperson
of the Supervisory Board from among its members. The competence of the Supervisory Board is determined by laws. The
responsibilities, functions, decision making practices, and procedures of the Supervisory Board shall be laid down in the Rules of
Procedure adopted by the Supervisory Board.
During the reporting period 1 meeting of the Supervisory Board of the Company was held.
13. Information about members of the Board of the Management Company, general manager,
members of the Investment Committee and member of the Supervisory Board of the Company
The management of INVL Technology was assumed by the management company INVL Asset Management on 14 July 2016, when
the Bank of Lithuania issued approval for the closed-ended type investment company (CEF) activities and the rights and duties of
the Board and the head of the Company transferred to the Management Company. The Company has a collegial supervisory body
– the Supervisory Board. The Company’s management bodies are not formed.
The General Manager of the Management company is Laura Križinauskienė.
Darius Šulnis (the chairman), Nerijus Drobavičius and Vytautas Plunksnis are members of the Board of the Management company
since 19 January 2015. On 14th January 2019 the Board of Management Company was re-elected for the new 4 years of office,
after the Bank of Lithuania granted their permission. The composition of the Board remained unchanged: Darius Šulnis (the
Chairman), Nerijus Drobavičius and Vytautas Plunksnis. During the reporting period the Board of the Management company
remained unchanged.
Threre are 4 members in the Investment Committee: Kazimieras Tonkūnas (Chairman), Vytautas Plunksnis, Nerijus Drobavičius,
Vida Tonkūnė.
There are 3 (three) members in the Supervisory Board of the Company: Gintaras Rutkauskas (Chairman), Audrius Matikiūnas and
Indrė Mišeikytė.
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Darius Šulnis
Chairman of the Board of the Management company Main workplace – Invalda INVL,
AB (code 121304349, Gynėjų St. 14, Vilnius) – President
The term of office
2018 – 2022
Educational background and qualifications
Duke University (USA). Business Administration. Global Executive MBA.
Vilnius University. Faculty of Economics. Master in Accounting and Audit.
Financial broker‘s license (general) No. A109.
Work experience
2015 – October 2017 General manager of INVL Asset Management UAB
2006 – 2011 Invalda AB – President. 2011 – 2013 Invalda, AB – Advisor. Since May 2013
Invalda INVL AB – President
2002 – 2006 Invalda Real Estate, UAB (current name Inreal Valdymas) – Director
1994 – 2002 FBC Finasta, AB – Director
Number of shares of INVL Technology owned
-
Participation in other companies
Invalda INVL AB (code 121304349, Gynėjų St. 14, Vilnius) – Member of the Board, the President
Šiaulių bankas AB (code 112025254, Tilžės St. 149, Šiauliai) – Member of the Supervisory Board
INVL Baltic Farmland, AB (code 303299781, Gynėjų St. 14, Vilnius ) – Member of the Board
Litagra UAB (code 304564478, Savanorių ave. 173, Vilnius) – Member of the Board
INVL Asset Management UAB (code 126263073, Gynėjų St. 14, Vilnius) – Chairman of the Board
INVL Asset Management UAB (code 126263073, Gynėjų St. 14, Vilnius) managed fund INVL Baltic Sea Growth Fund –
Investment Committee Member
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Nerijus Drobavičius
Member of the Board Main workplace – INVL Asset Management UAB (code 126263073,
Gynėjų St. 14, Vilnius) Private Equity Partner
Term of office
2018 – 2022
Educational background and qualifications
In 1998 graduated Vytautas Magnus University and gained his Bachelor‘s degree in Business management. Graduated Vytautas
Magnus University in 2000 and gained his Master's degree in banking and finance.
Work experience
Since 2014 works at Invalda INVL AB group
Since 2015 till August 2018 Head of Finance unit of INVL Asset Management UAB.
From August 2018 – Private Equity Partner of INVL Asset Management UAB
2012 – 2014 Independent financial expert
2007 – 2011 CFO in Sanitas Group
2001 – 2007 Sampo Bank. Head of Accounting and Reporting unit, later – CFO of the bank
Number of shares of INVL Technology owned
4 472
Participation in other companies
INVL Technology, CEF (code 300893533, Gynėjų St. 14, Vilnius) – Member of the Investment Committee
Inservis, UAB (code 126180446 , A. Juozapavičiaus St. 6, Vilnius) – The Chairman of the Board
Imoniu grupe Inservis UAB (code 301673796, Gynėjų St. 14, Vilnius) – The Chairman of the Board
Jurita UAB (code 220152850, Justiniškių St. 64, Vilnius) – The Chairman of the Board
BSGF Sanus UAB (code 304924481, Gynėjų St. 14, Vilnius) – Director
„InMedica“ UAB (codas 300011170, L. Asanavičiūtės St. 20-201, Vilnius) – The Chairman of the Board
INVL Asset Management UAB (code 126263073, Gynėjų St. 14, Vilnius) managed fund INVL Baltic Sea Growth Fund – Investment
Committee Member
MBL A/S (CVR-no 12825242) – Member of the Board
MBL Poland Sp. z.o.o. (ul. Sulejowskiej 45d, 97-300 Piotrków Trybunalski, Polska, KRS 0000065219) – Member of the
Supervisory Board
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Vytautas Plunksnis
Member of the Board Main workplace – INVL Asset Management UAB (code 126263073,
Gynėjų St. 14, Vilnius) Head of Private Equity
Term of office
2018 – 2022
Educational background and qualifications
Graduated the studies in economics at Kaunas University of Technology in 2001, gained Bachelor‘s degree in Management.
Financial broker‘s license (General) No. G091
Work experience
Since 2016 - INVL Asset Management UAB, Head of Private Equity Funds
2009 – 2015 Fund Manager at Invalda INVL AB
2006 – 2009 Finasta Asset Management UAB – analyst, fund manager, strategic analyst
2004 ELTA redactor (business news)
2002 – 2004 Baltic News Service business journalist
Number of shares of INVL Technology owned
5 259
Participation in other companies
INVL Asset Management UAB (code 126263073, Gynėjų St. 14, Vilnius) managed fund INVL Baltic Sea Growth Fund – Investment
Committee Member
Eco Baltia AS (Maskavas str. 240-3,Rīga, Latvia, 40103435432) – Chairman of the Supervisory Board
SIA Eco Baltia vide (Ropažu nov., Stopiņu pag., Rumbula, Getliņu iela 5, Latvia, 40003309841) – member of the Supervisory
Board
Ecoservice, UAB (Minsko pl. 26A, LT-13278, Vilnius, code 123044722) – member of the Board
BSGF Salvus UAB (Gynėjų str. 14, Vilnius, Lithuania 305160086) - Consultant
Montuotojas, UAB (code 121520069, Granito g. 3-10, Vilnius) – member of the Board
SIA B2Y (Maskavas iela 322A, Rīga, Latvia 40103243404) – member of the Board
INVL Technology (code 300893533, Gynėjų St. 14, Vilnius) – Member of the Investment Committee
Novian Systems, UAB (code 125774645, Gynėjų St. 14, Vilnius) – Chairman of the Board
NRD Systems,UAB (code 111647812, Gynėjų St. 14, Vilnius) – Member of the Board
NRD CS UAB (code 303115085, Gynėjų str. 14, Vilnius) – Member of the Board
NRD Companies AS (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – Member of the Board (from
January 2019)
Norway Registers Development AS (code NO 985 221 405 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – Member of the
Board
BC „MAIB“ SA (Constantin Tănase St. 9/1, Kišiniovas, Moldova 1002600003778) – Chairman of the Supervisory Board
Investuotoju Asociacija (code 302351517, Konstitucijos pr. 23, Vilnius) – Chairman of the Board
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Laura Križinauskienė
General Manager of the Management company Main workplace – INVL Asset
Management UAB (code 126263073, Gynėjų str. 14, Vilnius) General manager
Educational background and qualifications
Vilnius Gediminas Technical University, Master‘s degree in Management and Business Administration
Work experience
2016-2017 Danske Bank A/S Lithuanian branch – Operational manager, Head of Global Function
2012-2016 Baltpool UAB – general manager, member of the Board
2010-2012 Finasta bank AB – Director of the Capital market department
2005-2012 held various positions in Finasta FMĮ AB, Finasta bank AB, Finasta investiciju valdymas (currently INVL Asset
Management)
Number of shares of INVL Technology owned
-
Participation in other companies
FMI Finasta UAB (code 304049332, Gynėjų St. 14, Vilnius) – Member of the Board
IPAS INVL Asset Management (code 40003605043, Smilšu iela 7-1, Riga, Latvia) – Member of the Supervisory Board
AS INVL atklātajs pensiju fonds (code 40003377918, Smilšu iela 7-1, Riga, Latvia) – Member of the Supervisory Board
Kazimieras Tonkūnas
Chairman of the Investment Committee
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str.
14, Vilnius) INVL Technology Managing Partner
Educational background and qualifications
Vilnius University, master’s degree in economics and mathematics with a specialization in systemic economic analysis.
Number of shares of INVL Technology owned
675 452
Participation in other companies
INVL Technology (code 300893533, Gynėjų St. 14, Vilnius) – Chairman of the Investment Committee
Norway Registers Development AS (code NO 985 221 405, Lokketangen 20 B, 1337 Sandvika, Norway) – Chairman of the Board;
NRD CS UAB (code 303115085, Gynėjų St. 14, Vilnius) – Chairman of the Board
NRD Companies AS UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – Chairman of the Board;
Zissor AS (code 986845550; Bragernes Torg 6, 3017 Drammen, Norway) – Supervisory board member;
Elsis PRO UAB (code 300064148, Baltupio St. 14, Vilnius – Chairman of the Board;
Novian Technologies UAB (code 301318539, Gynėjų St. 14, Vilnius) – Chairman of the Board.
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Vida Tonkūnė
Member of the Investment Committee
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų St.14, Vilnius)
INVL Technology Partner
Educational background and qualifications
Kaunas University of Technology, bachelor’s degree in business administration (1998). Baltic Management Institute (BMI),
International Executive Master of Business Administration (MBA) (2019).
Owned number of shares in INVL Technology
186 270
Participation in other companies
Norway Registers Development AS (code NO 985 221 405, Lokketangen 20 B, 1337 Sandvika, Norway) – member of the Board;
NRD Systems UAB (code 111647812, Gynėjų St. 14., Vilnius – member of the Board;
Etronika,UAB (code 125224135; Gynėjų St. 14, Vilnius)- Chairman of the Board;
Novian Systems UAB (Gynėjų St. 14, Vilnius 125774645) – member of the Board;
NRD Companies AS UAB (code NO 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) – member of the Board;
NRD CS UAB (code 303115085 Gynėjų St. 14, Vilnius) – member of the Board.
The Audit Committee consists of 2 (two) independent members. The members of the Audit Committee are elected by the decision
of the General Shareholders’ Meeting. The members of the Audit Committee are proposed by the Management company and the
shareholders of the company. The Audit Committee is elected for a four-year term of office.
The main functions of the Audit Committee are the following:
• provide recommendations to the Management company with selection, appointment, reappointment and removal of an
external audit company of the Company as well as the terms and conditions of engagement with the audit company.
• monitor the process of external audit of the Company.
• monitor how the external auditor and audit company follow the principles of independence and objectivity.
• observe the process of preparation of financial reports of the Company.
• monitor the efficiency of the internal control and risk management systems of the Management company directly related
to the management of the Company. Once a year review the need of the dedicated internal audit function for the Company within
the Management company.
• monitor if the Management company gives due consideration to the recommendations or comments provided by the audit
company regarding management of the Company.
• The Audit Committee reports its activities to the Company's ordinary General Shareholders Meeting by submitting a
written report on Audit Committee activities during the last financial year.
Any member of the Audit Committee should have the right to resign upon submitting 14 (fourteen) days written notice to the
Management company. When the Management company receives the notice of resignation of a member of the Audit Committee
and considers all circumstances related to the resignation, it may decide - either to convene an Extraordinary General Shareholders
Meeting to elect new member of the Audit Committee, or to postpone the question on the election of the new member of the Audit
Committee till the next General Shareholders Meeting of the Company. The new member is elected till the end of term of office of
the operating Audit Committee.
15.1. Procedure of work of the Audit committee
The Audit Committee informs about its activities to the Company's ordinary General Shareholders Meeting by submitting a written
report.
14. Information about the Audit Committee of the company
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The Audit Committee is a collegial body, taking decisions during meetings. The Audit Committee may take decisions and its meeting
should be considered valid, when both members of the Committee participate in it. The decision should be passed when both
members of the Audit Committee vote for it. The member of the Audit Committee may express his will – for or against the decision
in question, with the draft of which he is familiar with – by voting in advance in writing. Voting in writing should be considered equal
to voting by telecommunication end devices, provided text protection is ensured and it is possible to identify the signature.
The right of initiative of convoking the meetings of the Audit Committee is held by both members of the Audit Committee. The other
member of the Audit Committee should be informed about the convoked meeting, questions that will be discussed there and the
suggested drafts of decisions not later than 3 (three) business days in advance in writing (by e-mail or fax). The meetings of the
Audit Committee should not be formed as a written protocol, if the taken decisions are signed by both members of the Committee.
When both Audit Committee members vote in writing, the decision should be written down and signed by the secretary of the Audit
Committee who should be appointed by the Management company. The decision should be written down and signed within 7 (seven)
days from the day of the meeting of the Audit Committee.
The Audit Committee should have the right to invite the head of the Management company, member(s) of the Board, the chief
financier, employees responsible for finance, accounting and treasury issues of the managed Company as well as external auditors
of the Company to its meetings. Members of the Audit Committee may receive remuneration for their work in the committee. The
remuneration for the Audit Committee members is approved by the General Shareholders Meeting fixing the maximum hourly rate.
Members of the Audit Committee may receive remuneration for their work in the committee at the maximum hourly rate approved
by the General Shareholders’ Meeting.
15.2. During the General Shareholders Meeting of the Company held on 29 April 2021 Dangutė Pranckėnienė, partner and auditor
of Moore Stephens Vilnius, UAB and Tomas Bubinas, director of Biotechpharma, UAB were elected for the Audit Committee of the
Company for the 4 (four) years of office term. Both members of the Audit Committee are independent, having submitted a notice
certifying their independence.
Tomas Bubinas
Independent Member of the Audit Committee
Term of office
2021 – 2025
Educational background and qualifications
2004 - 2005 Baltic Management Institute (BMI), Executive MBA
1997 - 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member
1997 Lithuanian Sworn Registered Auditor
1988 - 1993 Vilnius University, Msc. in Economics
Work experience
Since 2013 Chief Operating Officer at Biotechpharma UAB
2010 - 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA)
2004 - 2010 CFO for Baltic countries, Teva Pharmaceuticals
2001 - 2004 m. CFO, Sicor Biotech
1999 - 2001 Senior Manager, PricewaterhouseCoopers
1994 - 1999 Senior Auditor, Manager, Coopers & Lybrand.
Number of shares of INVL Technology ownedOwned
-
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Dangutė Pranckėnienė
Independent Member of the Audit Committee
Term of office
2021 – 2025
Educational background and qualifications
1995 - 1996 Vilnius Gediminas Technical University, Master of Business Administration.
1976 - 1981 Vilnius University, Master of Economics.
The International Coach Union (ICU), professional coucher name, license No. E-51.
Lithuanian Ministry of Finance, the auditor's name, license No. 000345
Work experience
since 1997 the Partner at Moore Mackonis, UAB
1996 - 1997 Audit Manager, Deloitte & Touche
1995 - 1996 Lecturer, Vilnius Gediminas Technical University
1982 - 1983 Lecturer, Vilnius University
Number of shares of INVL Technology owned
-
15. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer,
other assets transferred and guarantees granted to the Company’s bodies and company providing
accounting services
Since 14 July 2016 the management of INVL Technology was assumed by INVL Asset Management. The management fee will be
payable to the management company. The management fee during investment period for a full quarter shall be 0.625 percent while
after its end it shall be 0.5 percent of the weighted average capitalisation of the company. In addition, a Success fee may be paid
to the management company in accordance with the Articles of Association. During the reporting period EUR 471 000 management
fee was calculated for the management company, Eur 1,075 million success fee and EUR 460 000 deferred management fee, which
are payable only with the success fee.
The members of the Board of the Management Company and the members of the Investment Committee do not receive
remuneration for these duties. They are paid the salary according to the employment contract with the Management Company.
During the year 2019 company’s management bodies did not receive dividends or bonuses from the company. There were no assets
transferred, no guarantees granted, no bonuses paid and no special payouts made by the company to company’s management. No
special benefits were also provided to the management bodies of the company.
In 2020, the company paid no remuneration to the Management Company for accounting services, these services are included in
the management fee.
During the year 2020, the total remuneration for the members of the Audit Committee of the Company amounted to 834,00 EUR.
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V. OTHER INFORMATION
16. References to and additional explanations of the data presented in the annual financial statements
All data is presented in the explanatory notes of the company’s financial statements for 6 months of 2021.
17. Membership in associations
INVL Asset Management UAB, the management company of INVL Technology, is a part of Invalda INVL, one of the leading asset
management groups in the Baltics.
Invalda INVL together with INVL Asset Management in Lithuania and Latvia is a European private equity and venture capital sector
companies and investors organization uniting Invest Europe full member.
Invalda INVL is a part of Lithuanian Private Equity and Venture Capital Association, which brings together private equity and venture
capital market participants in Lithuania. Also in the end of 2017 Invalda INVL joined the Lithuanian Investors' Association.
Invalda INVL, together with INVL Asset Management in Lithuania and Latvia, joined the United Nations supported Principles for
Responsible (PRI) Investment. PRI aims to assess the impact of investments on environmental, social and management factors. It
is considered that a cost-effective, sustainable global financial system is essential for long-term value creation.
18. Agreements with intermediaries on public trading in securities
INVL Technology has the agreement with Šiaulių bankas AB (Seimyniskiu St. 1, Vilnius, Lithuania, tel. +370 5 203 2233) – on
management of securities accounting and the agreement on dividends payment.
The company has the agreement with SEB Bank (Gedimino av. 12, Vilnius, Lithuania, tel. +370 5 268 2800) regarding depository
services. This agreement came into force 14 July 2016.
19. Information on Issuer’s branches and representative offices
INVL Technology has no branches or representative offices.
20. Information about agreements of the Company and the members of the Board, or the employees’
agreements providing for compensation in case of the resignation or in case they are dismissed
without a due reason or their employment is terminated in view of the change of the control of the
Company
There are no agreements of the Management company and the Members of the Investment and Advisory Committees, providing
for compensation in case of the resignation or in case they are dismissed without a due reason or their employment is terminated
in view of the change of the control of the company.
21. Description of principle advantages, risks and uncertainties
The document provides information on risk factors related to INVL Technology activities and securities.
Information provided in this document shall not be considered complete and covering all the aspects of the risk factors associated
with the activity and securities of INVL Technology.
General risk factors in the business field where the Company and its portfolio companies operate
Risk related to the change of the legal status of the Company
On obtaining the License issued by the Bank of Lithuania on 14 July 2016, the Company’s operations became subject not only to
the Law on Companies, the Law on Securities and other related legal acts as it was prior to obtaining the License, but also to the
Law on Collective Investment Undertakings and other related legal acts, which establish certain specific obligations for protection
of the interest of the Company’s shareholders and certain operating restrictions, e.g. the Company is may invest the funds it
manages in keeping with the requirements of the Company’s investment strategy and certain limitations in applicable laws are
applied to the Company with regard to its investments, their diversification, management thereof, etc. Furthermore, the Company’s
operating expenses might increase due to requirements that it periodically asset the value of assets, safeguard its assets at a
Depository and so on. It should also be noted that investments in the shares of the Company (with the License) involve higher-
than-average long-term risk. The Company cannot guarantee that shareholders will recover money that is invested. Note also that
redemption of the Company’s shares is restricted, i.e., shareholders cannot demand that the Company or the Management Company
redeem their shares. But shareholders are able to sell the shares of the Company on the secondary market.
Risk of changes in the market of technologies
The business of information technologies and the market related to information technologies change particularly quickly. Therefore,
there is a risk that due to unforeseen changes in the market the value of investments of the Company or the investment return
from investment objects of the Company can decrease, the development of companies acquired by the Company will take longer
and/or will cost more than planned, therefore, the Company’s investments will not be profitable and/or their value will decrease.
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Risk of inflation and deflation
There is a risk that in case of inflation the value of a Share will grow slower than the inflation, which would result in the return lower
than inflation. In such a case, the real return earned by persons who sold the Shares of the Company in the market from increase
in the value of the Shares can be smaller than expected. In case of deflation, there would be a risk that the value of the Company’s
investments will decrease by reason of the drop of the general price level.
Geopolitical risk
There is a risk that geopolitical changes can have an effect on activities of the Company and for this reason the investment value
of the Company can decrease or it may be impossible to sell the Company’s investments at the desired time for the desired price.
Risk factors characteristic of Company and its portfolio companies
General risk
The value of investments into the Company can fluctuate significantly in the short term, depending on the situation in the market.
Investments into the Company should be made for a long term in order that the shareholder could avoid the risk of short-term price
fluctuations.
Redemption of the Shares of the Company is limited, i.e. a shareholder cannot demand that the Company or the Management
Company, which took over its management, would redeem the Shares. But a shareholder of the Company has a possibility to sell
Shares of the Company in the secondary market as it is indicated in Articles 82 – 84 of the Articles of Association, incorporated by
reference to this Prospectus.
Risk of the management and human resources
The success of the Company’s investments will largely depend on heads of companies managed by the Company (directly or
indirectly), also on decisions taken by persons in the Management Company who are responsible for management of the Company
and on experience and capabilities of the said persons. There is no guarantee that the same employees will continue managing
companies managed by the Company (directly or indirectly), as well as the Management Company throughout the whole Term of
Activities of the Company.
Transactions with related parties
There are quite a few transactions with related parties among the Company and its Portfolio Companies.. Following applicable
taxation legislation, transactions with related parties must be conducted at arm’s length (i.e. independent and on an equal footing).
In spite of the fact that the Management uses all efforts in order to ensure the conformity with the above-mentioned standard, a
theoretical taxation risk remains here, i.e. the risk that applicable taxes will be calculated according to prices applicable at arm’s
length in case it was determined that certain transactions were conducted disregarding this principle, also the risk that relevant
fines and default interest will be imposed. Besides, neither the Company nor its Portfolio Companies have approved their pricing
policy.
Success of former, current and future investment projects
The Company carried out investment projects of large scope in the past and can carry them out in the future. Though the
Management Company and its employees, as well as the employees of companies managed by the Company (directly or indirectly),
when forecasting investments, rely on all the information and analytical resources they have, there is no guarantee that all the
information, which was relied on when planning investments, was full and correct. Besides, there is no guarantee that investment
plans and investments will earn the expected or planned return or that the investment will not cost more than planned. If the
investment projects which are being carried out or planned investment projects turn out to be worse than expected, if the return
on these projects is less than planned or if their price turns out to be more than planned, this can have a significant adverse effect
on the Issuer’s activities, its financial situation and performance.
Also, there is no guarantee that the current investment projects related to increase of the Portfolio companies’ capacities,
introduction of new products and/or technologies will meet the needs of the Portfolio companies’ customers.
Issuer’s business can be adversely affected by loss of major customers
Though the Company is not dependent on any one major customer or their group, still loss of one or several of them and inability
to substitute other similar customers for the lost ones can have an adverse effect on the Issuer’s controlled Portfolio Companies’
business, financial situation or performance.
Interest rate risk
There is a risk that in case of fast recovery of the global economy or increase in inflation, central banks will increase interest rates
and it will be more expensive to service loans in connection with the Company’s investments, therefore, the value of the Company’s
investments can decrease.
Currency risk
The Operational Companies enter into a large portion of non-EUR denominated agreements in foreign markets, whereas some of
their performance costs are incurred in EUR, therefore a drop in the rate of respective currencies can have a negative effect on
profitability of the managed companies. A large part of computers and other equipment is purchased from foreign manufactures
where payments are also made in non-EUR currencies. Besides, having in mind that the Operational Companies operates in many
states, there is a risk that the attractiveness or profitability of the Company’s investments will decrease also due to fluctuations in
rates of other currencies.
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Credit risk
There is a risk that buyers of products and services of companies (directly or indirectly) owned by the Company will fail to fulfil their
obligations in time – this would have a negative effect on the profit of the Company and/or companies (directly or indirectly)
managed by it. In case of late performance of a large part of obligations, the ordinary business of the Company and/or companies
(directly or indirectly) owned by it may be disrupted, it may be necessary to search for additional sources of financing, which may
be not always available. The Company also incurs the risk of keeping funds in bank accounts or investing into short-term financial
instruments.
Risk of liquidity of investments
There is a risk that investments into Operational Companies will be relatively illiquid and finding buyers for such companies can
take some time. Furthermore, financing conditions can become worse due to deteriorating economic condition of the world, a region
or a country, where the Operational Company is acting. Therefore, sale of the Company’s investments can take longer than planned
or their return may be less than planned. When investing into Operational Companies, securities issued by which (shares, bonds
and other financial instruments) are not admitted to trading on regulated markets, there is a probability of facing a situation when
sale of securities, due to absence of demand or other conditions in the market, can take longer than planned or not be as profitable
as planned or may even cause losses.
Liquidity risk
There is a risk that due to deteriorating economic condition of the world, a region or a country it will become difficult/expensive for
the Company (managed by the Management Company) to obtain new loans for acquisition of investment objects or to refinance old
loans, therefore the value of the Company’s investments can decrease. In order to reduce this risk, the Management Company will
seek to maintain a sufficient level of liquidity in the Company or will seek to organize timely financing from financial institutions or
other parties.
Acquiring Shares of the Company, the shareholders assume the risk of securities liquidity – in case of a drop in demand for Shares
or delisting them from the stock exchange, investors would find it difficult to sell them. In case of deterioration of the Company’s
financial situation, the demand for Shares of the Company, as well as their price may decrease.
Risk of investments by Operational Companies
Operational Companies can control/acquire companies in countries other than those indicated in Article 18 of the Articles of
Association and that shall not be considered as performance of the Company’s activities beyond the limits of the countries indicated
in Article 18 of the Articles of Association. However, there is a risk that companies acquired/controlled by Operational Companies
will be relatively illiquid and finding buyers for such companies can take some time.
Furthermore, financing conditions can become worse due to deteriorating economic condition of the world, a region or a country.
Therefore, there is a probability of facing a situation when, due to activities of companies managed by an Operational Company or
sale of companies managed by an Operational Company, the Operational Company will suffer losses, which will be reflected in the
Net Asset Value of the Company.
The Portfolio Companies are party to public sector contracts, which may be affected by political and administrative decisions, and
the success and profitability of such contracts may be influenced by political considerations
Public sector customers account for a significant portion of revenues of the Portfolio Companies. The extent and profitability of
public sector business of the Portfolio Companies may be influenced by political considerations. It may also be affected by political
and administrative decisions concerning levels of public spending. In certain cases, due to applicable regulations, such as European
Union tender rules, certain terms of public sector contracts, such as pricing terms, contract period, use of business partners and
ability to transfer receivables under contract, provide the Portfolio Companies with less flexibility than comparable private sector
contracts do. Moreover, decisions to decrease public spending may result in the termination or downscaling of public sector
contracts, which could have a material adverse effect on business, results of operations, financial condition and prospects of the
Portfolio Companies.
Contracts in the public sector are also subject to review and monitoring by authorities to ensure compliance with applicable laws
and regulations, including those prohibiting anti-competitive practices. The Management believes that it complies with these laws
and regulations. However, regulatory authorities may nevertheless deem a Portfolio Company to be in violation of such laws or
regulations, and the relevant Portfolio Company could be subject to fines, penalties and other sanctions, including exclusion from
participation in tenders for public contracts. Any such event would have a material adverse impact on the business, results of
operations, financial condition, prospects and reputation of the Portfolio Company or some of them.
The Company could be subject to information technology theft or misuse, which could result in third party claims and harm its
business, reputation, results and financial condition
The Company could face attempts by other persons to gain unauthorised access to the Company’s information technology systems,
which could threaten the security of the Company’s information and stability of its systems. These attempts could arise from
industrial or other espionage or actions by hackers that may harm the Company or its customers. The Company may be not
successful in detecting and preventing such theft and attacks. Theft, unauthorised access and use of trade secrets or other
confidential business information as a result of such an incident could disrupt the Company’s business and adversely affect its
reputation and competitive position, which could materially adversely affect the Company’s business, results of operation or financial
condition.
Risk of insolvency of Operational Companies
Operational Companies, in performance of their activities, can face insolvency problems (go bankrupt, undergo restructuring, etc.).
Accordingly, such situations can have a negative effect on the price of the Shares or result in insolvency of the Company itself.
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Risk of insolvency of the Company
In case of realisation of one or several of the risks, which would have a negative effect on the value and/or liquidity of Operational
Companies, this can result in the Company’s solvency problems, when the Company will be incapable of fulfilling its obligations. In
such a case, shareholders of the Company can lose all their funds invested into the Company.
Risk factors related to the Company’s shares (investments thereto)
Past performance risk
The past performance of the Company and its investments is not a reliable indication of the future performance of the investments
held by the Company.
No guarantee of return
The shareholders and investors of the Company should be aware that the value of an investment in the Company is subject to
normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the
value of the Shares will occur or that the investment objectives of the Company will be achieved. The value of investments and the
income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company.
Market risk
Acquisition of Shares of the Company entails the risk to incur losses due to unfavourable changes in the Share price in the market.
A drop in the price of the Shares can be caused by negative changes in the value of assets and profitability of the Company, general
share market trends in the region and in the world. Trade in Shares of the Company can depend on comments of financial brokers
and analysts and announced independent analyses about the Company and its activities. If the analysts give an adverse opinion
about prospects of the Shares of the Company, this can also have a negative effect on the price of Shares in the market. In assessing
shares, non-professional investors are advised to address intermediaries of public trading or other specialists in this field for help.
Turmoil in emerging markets could cause the value of the Shares to suffer
Financial or other turmoil in emerging markets has in the recent past adversely affected market prices in the world’s securities
markets for companies operating in the affected developing economies. There can be no assurance that renewed volatility stemming
from future financial turmoil, or other factors, such as political unrests that may arise in other emerging markets or otherwise, will
not adversely affect the value of the Shares even if the Lithuanian economy remains relatively stable.
The market value of Shares may be adversely affected by future sales or issues of substantial amounts of Shares
All the Shares of the Company may be provided for sale without any restrictions (except for certain limited restrictions, described
in Section 5.9 of the Prospectus) and there can be no assurance as to whether or not they will be sold on the market.
The Company cannot predict what affect such future sales or offerings of Shares, if any, may have on the market price of the
Shares. However, such transactions may have a material adverse effect, even if temporary, on the market price of the Shares.
Therefore, there can be no assurance that the market price of the Shares will not decrease due to subsequent sales of the Shares
held by the existing shareholders of the Company or a new Share issue by the Company.
The marketability of the Shares may decline and the market price of the Shares may fluctuate disproportionately in
response to adverse developments that are unrelated to the Company’s operating performance
The Company cannot assure that the marketability of the Shares will improve or remain consistent. Shares listed on regulated
markets, such as Nasdaq, have from time to time experienced, and may experience in the future, significant price fluctuations in
response to developments that are unrelated to the operating performance of particular companies. The market price of the Shares
may fluctuate widely, depending on many factors beyond the Company’s control. These factors include, amongst other things,
actual or anticipated variations in operating results and earnings by the Company and the Portfolio Companies and/or their
competitors, changes in financial estimates by securities analysts, market conditions in the industry and in general the status of the
securities market, governmental legislation and regulations, as well as general economic and general market conditions, such as
recession. These and other factors may cause the market price and demand for the Shares to fluctuate substantially and any such
development, if adverse, may have an adverse effect on the market price of the Shares which may decline disproportionately to
the operating performance of the Company and/or the Portfolio Companies. The market price of the Shares is also subject to
fluctuations in response to further issuance of Shares by the Company, sales of Shares by the Company’s existing shareholders,
the liquidity of trading in the Shares and capital reduction or purchases of Shares by the Company as well as investor perception.
Dividend payment risk
There is a risk that the Company will not pay dividend. A decision on payment of dividend will depend on profitability of activities,
cash flows, investments plans and the general financial situation and other circumstances.
Liquidity of the Issuer’s Shares is not guaranteed
It may be possible that in case an investor wants to urgently sell the Issuer’s securities (especially a large number of them), demand
for them on the exchange will not be sufficient. Therefore, sale of shares can take some more time or the investor may be forced
to sell shares at a lower price. Analogous consequences could appear after the exclusion of the Company’s Shares from the
Secondary List of Nasdaq. Besides, in case of deterioration of the Company’s financial situation, demand for the Shares of the
Company and, at the same time, their price may decrease.
Risk of conflicts of interest
There is a risk that there will be situations when interests of the Management Company (or persons related to it) and the Company
or shareholders will differ or interests of individual shareholders will differ, i.e. there will be a conflict of interest. When it is impossible
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to avoid a conflict of interest, the Management Company must ensure that shareholders are treated fairly. Employees of the
Management Company and other persons related to the Management Company and persons, directly or indirectly related to the
Management Company by relationship of control, must immediately, as soon as they become aware of such information, notify the
Investment Committee about a potential or existing conflict of interest. The Investment Committee, approving of investment
decisions, shall take into account the information presented to it about potential or existing conflicts of interest. The Investment
Committee shall immediately inform the head and the Board of the Management Company about conflicts of interest it is aware of.
Following legal acts regulating organisation of activities of collective investment undertakings, the Management Company has
implemented appropriate measures for avoiding conflicts of interest, which enable to perform the activities of managing the risk of
conflicts of interest and managing conflicts of interest independently, in order to avoid/reduce the risk of conflicts of interest or
properly manage a conflict of interest when it occurs.
Risk related to forward looking statements (statements in the future tense)
The Prospectus includes some forward looking statements, are based on estimate, opinion, expectations and forecasts regarding
future events and financial trends that will possibly have an effect on the activities of the Company. Forward looking statements
include information about possible or presumable results of the Company’s activities, investment strategy, contractual relationships,
borrowing plans, investment conditions, effect of future regulation and other information. The Company cannot assure that the
forward looking statements will reflect future events and circumstances fully and correctly. The Company, the Management
Company and their employees do not undertake to adjust or modify the forward looking statements, except to the extent required
by laws and the Articles of Association.
Risk of valuation of the Company’s assets
The assets of the Company will be evaluated according to the main rules set in the Articles of Association, incorporated by reference
to this Prospectus and the accounting policy of the Management Company. Valuation of individual assets held by the Company shall
be performed by a property appraiser, however, such valuation of assets shall be only determining the value of the assets, which
does not automatically mean the exact sale price of an investment held by the Company, which depends on many circumstances,
for example, economic and other conditions, which cannot be controlled. Thus, the sale price of investments held by the Company
can be higher or lower than the value of assets determined by a property appraiser.
Competition risk
The Company, investing into Operational Companies, competes with other investors, including, without limitation, with other
investment companies or private capital investment funds. Thus, there is a risk that competition with other investors will demand
that the Company would conduct transactions at less favourable conditions than it would be possible in other cases.
Risk related to the duty to redeem shares of the Company
Legal acts provide for a duty of the Company in certain circumstances to redeem its Shares from the shareholders that requested
such redemption (for more information please see Article 90 of the Articles of Association). Accordingly, if the Company becomes
subject to the duty to offer to the shareholders redemption of its own Shares and if such a redemption is requested by the
shareholders holding a significant number of Shares, the Company can be forced to sell its investments urgently, which can
significantly reduce the return earned by the Company from sale of its investments. This risk is planned to be managed by means
stipulated in Article 97 of the Articles of Association.
Legal and taxation risk factors
Risk of changes in laws and regulations
There is a risk that upon changes in legal acts of the Republic of Lithuania or the states where assets of the Company are invested
or where Operational Companies, into which the Company invests, operate, such changes in legal acts can have a negative effect
on the protection of the Company’s investments, the activities, profitability and value of the Operational Companies or such changes
in legal acts can have a negative effect on rights and interests of the Company otherwise.
Risk related to possible liability of the Company
There is a risk that the activities of the Company and the general performance results of the Company can be negatively affected
by demands and claims regarding non-disclosed or non-identified obligations and/or violations in connection with investments
acquired by the Company, which may result in the Company’s liability for such obligations and/or violations and for this reason the
value of the Company’s investments and, at the same time, the price of the Shares can significantly decrease.
It should be also noted that, the Company after the reorganization – the merger of Former parent company with the Company
(previous name – BAIP grupe AB), which continues its activities after the reorganization, took over all the assets, equity and
liabilities of the Former parent company. For any and all the obligations of the Former parent company after the reorganization, the
Company took responsibility.
Tax risk
Lithuanian tax legislation which was enacted or substantively enacted at the end of the reporting period may be subject to varying
interpretations. Consequently, tax positions taken by management and the formal documentation supporting the tax positions may
be successfully challenged by relevant authorities. Fiscal periods remain open to review by the authorities in respect of taxes for
five calendar years preceding the year of review. Management is not aware of any circumstances that could lead to significant tax
charges and penalties in the future that have not been provided for or disclosed in these financial statements. Uncertain tax positions
of the Company and of the Portfolio Companies are reassessed by management at the end of each reporting period. Liabilities are
recorded for income tax positions that are determined by management as more likely than not to result in additional taxes being
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levied if the positions were to be challenged by the tax authorities. The assessment is based on the interpretation of tax laws that
have been enacted or substantively enacted by the end of the reporting period, and any known court or other rulings on such issues.
Liabilities for penalties, interest and taxes other than on income are recognized based on management’s best estimate of the
expenditure required to settle the obligations at the end of the reporting period.
There is also a risk that upon changes in economic conditions, political situation in the country or due to any other reasons,
new taxes on shareholders of the Company, the Company or the Operational Companies will appear or the rates of current taxes
will increase, therefore the price, liquidity and/or attractiveness of the Shares or the value of investments of the Company may
decrease.
22. The main indications about internal control and risk management systems related to the
preparation of financial statements
The Audit Committee supervises preparation of the financial statements, systems of internal control and financial risk management
and how the company follows legal acts that regulate preparation of financial statements.
The Management company of INVL Technology is responsible for the supervision and final review of the financial statements. In
order to manage these functions properly, the Management company is using an external provider of relevant services. Management
company, together with the accounting service provider constantly reviews International Financial Reporting Standards (IFRS) in
order to implement in time IFRS changes, analyses company’s significant deals, ensures collecting information from the group’s
companies and timely and fair preparation of this information for the financial statements, periodically informs the Board of the
Management company about the preparation process of financial statements.
23. Description of principal investments made during the reporting
During the reporting period, the information systems and software development company UAB Elsis PRO was merged with INVL
Technology's IT infrastructure and programming group Novian. In this way, the programming competencies and forces of this group
in the fields of aviation, transport and energy were expanded
The company is interested in specialized information technology companies operating in the fields of artificial intelligence, analytics
and others. INVL Technology will seek to make new investments through companies it already manages.
24. Information about significant agreements to which the issuer is a party, which would come into
force, be amended or cease to be valid if there was a change in issuer‘s controlling shareholder
There are no significant agreements of the company which would come into force, be amended or cease to be valid if there was a
change in issuer‘s controlling shareholder.
25. Information on the related parties’ transaction
Information on the related parties’ transactions is disclosed in annual financial statements’ 17 note of explanatory notes for the
year of 2021.
In addition, information regarding Transactions with Related Parties, according to the Law on Companies article 37 (2) , is published
on the Company‘s web site – “For Investors“ → “Legal documents“. The link to the Company‘s web site:
https://invltechnology.lt/lit/en/for-investors/documents.
At the time the report was published, the Company provides information about Company‘s Transactions with Related Parties in the
Annex 3 part 5 of the annual report.
Pursuant to paragraph 10 of Article 37 (2) of the Law on Companies of the Republic of Lithuania, the Company report the amounts
of the Company's transactions with related parties, which were implemented in the ordinary course of business and with the same
related party in the financial year.
31 December 2021 The Company's estimated return over the Company's entire period exceeded the minimum repayment barrier,
which is a binding past event, the Company's calculated deferred success and accrued management fee, which is EUR 1 805 134
and EUR 534 355 respectively. Calculated deferred success and accrued management fees amounted to EUR 1,074,670 and EUR
460,331, respectively, at 31 December 2021.
Related party
Transaction value, EUR
Related party
Sales income from related
party
INVL Asset Management UAB
(Code 121304349, Gynėjų St. 14, Vilnius)
-
602 547
84
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Related party*
Balance of loans
granted 01-01-
2021, EUR
Loans granted
during 2021, EUR
Repaid loans
during 2021, EUR
Interest
calculated during
2021, EUR
Balance of loans
granted 31-12-
2021, EUR
NRD Systems UAB
(code 111647812,. Gynėjų sT.
14., Vilnius)
150 000
-
150 000
49
-
NRD AS LT branch
(code 30489748; Gynėjų St.
14., Vilnius)
-
500 000
500 000
3 299
Novian, UAB
(code 121998756; Gynėjų St.
14., Vilnius)
-
1 175 000
-
14 335
1 175 000
Related party*
Balance of
purchased bonds
2021-01-01, EUR
Bonds purchased
during 2021, EUR
Repaid bonds
during 2019, EUR
Interest
calculated during
2021, EUR
Balance of bonds
granted
2019-12-31, EUR
FinTime UAB
(code 304192355;. Gynėjų St.
14., Vilnius)
405 0000
405 000
6 819
-
*The relation between the Company and the Related party is described in Part 5 of Annex 3 of the Annual Report.
26. Information on harmful transactions in which the issuer is a party
There were no harmful transactions (those that are not in line with issuer‘s goals, not under usual market terms, harmful to the
shareholders‘ or stakeholders‘ interests, etc.) made in the name of the issuer that had or potentially could have negative effects in
the future on the issuer‘s activities or business results. There were also no transactions where a conflict of interest was present
between the managing bodies of the Management company, members of the Investment Committee, controlling shareholders‘ or
other related parties‘ obligations to the issuer and their private interests.
27. Issuer’s and its group companies’ non – financial results. Information related to social
responsibility. environment and employees
27.1. Responsible business actions in the Company
The management of the Company is transferred to the asset management company INVL Asset Management, which applies the
Policy of Equal Opportunities in its activities. The Policy specifies that the Company organizes its activities in a way that employees,
despite of their duties and the need to upgrade their qualifications, are secure about equal working conditions, opportunities to
develop competence, etc. Equally, the same benefits are granted regardless of the gender, race, nationality, language, origin, social
status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having children's or
membership of the political party or association.
INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017.
The PRI, founded in 2006, is a global network of over 1700 investors, aims to assess the investment implications of environmental,
social and governance (ESG) factors. An economically efficient, sustainable global financial system is considered a necessity for
long-term value creation. Investors who support the PRI voluntarily work to apply the principles in their investment activities.
Six specific responsible investment Principles are outlined by the PRI. They provide a menu of possible actions for incorporating
ESG issues into investment practice – from investment analysis and decision-making to their incorporation into ownership policies
and practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the investment
industry and to work together for their effective implementation.
27.2 Employees
At the end of 2021, as well as in 2020 INVL Technology did not have any employees because of the changes of the legal status of
the Company. The management and all the functions earlier performed by the Company’s employees were transferred to the
Management Company.
27.3. Environmental protection
85
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
INVL Technology's portfolio companies contribute to the environmental protection by implementing climate monitoring and weather
forecasting solutions in certain countries. During the reporting period, the managed companies did not implement significant projects
focused on the environment.
27.4. Information about activities of the Issuer and companies comprising the Issuer’s group in the field of research
and development
NRD CS, one of INVL Technology's portfolio companies, develops research activities to bring innovative products to market. In 2021
the company was working on these research-based solutions - „CollectiveSight“ and „CyberSet“). Information on these activities
(CollectiveSight and CyberSet) can be found in section 5.3 of the Annual Report.
27.5. Additional non - financial information
As the management of the Company has been transferred to the Management Company, the number of employees of which does
not exceed 500 (the number of employees of the Management Company as of 31 December 2021 was 132), and the Company itself
has no employees, the Company is not subject to the requirements for the preparation of a non-financial statement. According to
the Regulation (EU) 2019/2088 of the European Parliament and Council of 27 November 2019 on sustainability disclosure in the
financial services sector, information related to the integration of sustainability requirements in the Company’s investment decisions
and identification of risks related to sustainability is disclosed in the Prospectus (prepared in accordance with the provisions of the
Law on Collective Investment Undertakings of the Republic of Lithuania) of the Company.
28. Data on the publicly disclosed information
The information publicly disclosed of INVL Technology during 2020 is presented on the company’s website www.invltechnology.lt.
also company publishes all publicly available information on the Nasdaq Vilnius website.
Summary of publicly disclosed information is given below
Date of disclosure
Brief description of disclosed information
2021 01 08
INVL Technology announcement on planned transactions of the managers of the company
2021-01-04
Acena has been merged into Novian Systems
2021-01-08
Notification on transactions in the Issuer's securities
2021-01-14
Notification on transactions in the Issuer's securities
2021-01-20
Notification on transactions in the Issuer's securities
2021-01-26
Notification on transactions in the Issuer's securities
2021-02-01
Notification on transactions in the Issuer's securities
2021-02-05
Notification on transactions in the Issuer's securities
2021-02-11
Notification on transactions in the Issuer's securities
2021-02-17
Notification on transactions in the Issuer's securities
2021-02-23
Notification on transactions in the Issuer's securities
2021-03-01
Notification on transactions in the Issuer's securities
2021-03-05
Notification on transactions in the Issuer's securities
2021-03-25
Regarding the approval of INVL Technology document
2021-04-06
Announcement of the net asset value of INVL Technology as of 31 December 2020
2021-04-06
Audited results of INVL Technology for 2020
2021-04-06
Presentation of INVL Technology
2021-04-06
Correction of Lithuanian notification text: Presentation of INVL Technology
2021-04-07
Convocation of the General Ordinary Shareholders Meeting of INVL Technology and draft
resolutions on agenda issue
2021-04-15
Regarding the supplement of the agenda and proposed draft resolutions of the Ordinary
General Meeting of Shareholders of INVL Technology
2021-04-22
News from INVL Technology managed companies: NRD Companies Reports 6% Revenue
Increase in 2020
2021-04-26
News from INVL Technology managed companies: Novian earned an increased share of
revenue from the financial and corporate sectors
2021-04-27
News from INVL Technology managed companies: NRD Cyber Security revenue grew 14%
in 2020
2021-04-28
Enlight Research analysis on 2020: All INVL Technology’s companies posted stable growth
2021-04-29
Resolutions of the General Ordinary Shareholders Meeting of INVL Technology
2021-04-29
Audited annual information of INVL Technology for 2020
86
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2021-04-29
INVL Technology announces the permanent suspension of planned transactions of the
managers of the company
2021-04-30
Announcement of the net asset value of INVL Technology as of 31 March 2021
2021-04-30
INVL Technology results for 3 months of 2021
2021-05-13
Presentation of INVL Technology
2021-05-17
The new wording of the Articles of Association of INVL Technology was registered
2021-05-19
INVL Technology announces the suspension of the depository change process
2021-05-26
INVL Technology received permission to change the Articles of Association
2021-05-31
Regarding the approval of the candidates for the members of the Supervisory Board
2021-08-31
Announcement of the net asset value of INVL Technology as of 30 June 2021
2021-08-31
Regarding the approval of the candidates for the members of the Supervisory Board
2021-08-31
Announcement of the net asset value of INVL Technology as of 30 June 2021
2021-09-09
Presentation of INVL Technology
2021-09-13
Novian advances with ambitious technology projects
2021-09-14
Mid-Year Results of NRD Companies: Greater Operational Scope and Refined Business
Strategy
2021-09-14
INVL Technology holding Novian group company seeks to acquire Elsis PRO
2021-09-30
Enlight Research analysis on 2nd quarter: INVL Technology’s revenue was increased by the
cyber security business NRD CS
2021-10-06
Convocation of the General Extraordinary Shareholders Meeting of INVL Technology and
draft resolutions on agenda issue
2021-10-22
Novian group broadens its software services expertise with acquisition of Elsis PRO
2021-10-26
The decision of the management company of INVL Technology on the purchase of own
shares
2021-10-28
Resolutions of the general extraordinary shareholders meeting of INVL Technology
2021-10-29
Announcement of the net asset value of INVL Technology as of 30 September 2021
2021-10-29
INVL Technology results for 9 months of 2021
2021-11-10
INVL Technology will buy-back its own shares
2021-11-12
Information about shares issued by INVL Technology and votes granted
2021-12-10
INVL Technology investor's calendar for 2022
Summary of the notifications on transactions in INVL Technology shares concluded by managers of the Company during 2021
Date
Person
Number
of
securitie
s
Security
price
(EUR)*
Total Value
of
transaction
(EUR)
Form of
transaction
Type of
transaction
Place of
transac-tion
Form of
settlement
2021-01-05
Invalda INVL
AB
905
2.20
802.78
Acquisition
share sale-
purchase
AUTO
Money
2021-01-06
Invalda INVL
AB
5
2.20
11
Acquisition
share sale-
purchase
AUTO
Money
2021-01-06
Invalda INVL
AB
904
2.20
1998.8
Acquisition
share sale-
purchase
AUTO
Money
2021-01-07
Invalda INVL
AB
935
2.14
2000.9
Acquisition
share sale-
purchase
AUTO
Money
2021-01-08
Invalda INVL
AB
111
2.12
235.32
Acquisition
share sale-
purchase
AUTO
Money
87
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2021-01-08
Invalda INVL
AB
531
2.12
1125.72
Acquisition
share sale-
purchase
AUTO
Money
2021-01.08
Invalda INVL
AB
1
2.12
2.12
Acquisition
share sale-
purchase
AUTO
Money
2021-01.08
Invalda INVL
AB
300
2.12
636
Acquisition
share sale-
purchase
AUTO
Money
2021-01-11
Invalda INVL
AB
2358
2.12
4998.96
Acquisition
share sale-
purchase
AUTO
Money
202-01-12
Invalda INVL
AB
2336
2.14
4999.04
Acquisition
share sale-
purchase
AUTO
Money
2021-01-13
Invalda INVL
AB
487
2.14
1042.18
Acquisition
share sale-
purchase
AUTO
Money
2021-01-13
Invalda INVL
AB
1849
2.14
3956.85
Acquisition
share sale-
purchase
AUTO
Money
2021-01-14
Invalda INVL
AB
2208
2.12
4680.96
Acquisition
share sale-
purchase
AUTO
Money
2021-01-14
Invalda INVL
AB
150
2.12
318
Acquisition
share sale-
purchase
AUTO
Money
2021-01-15
Invalda INVL
AB
2358
2.12
4998.96
Acquisition
share sale-
purchase
AUTO
Money
2021-01-18
Invalda INVL
AB
1055
2.12
2236.6
Acquisition
share sale-
purchase
AUTO
Money
2021-01-20
Invalda INVL
AB
1045
2.14
2236.3
Acquisition
share sale-
purchase
AUTO
Money
2021-01-21
Invalda INVL
AB
1055
2.12
2236.6
Acquisition
share sale-
purchase
AUTO
Money
2021-01-22
Invalda INVL
AB
1055
2.12
2236.6
Acquisition
share sale-
purchase
AUTO
Money
2021-01-25
Invalda INVL
AB
943
2.12
2236.6
Acquisition
share sale-
purchase
AUTO
Money
2021-01-26
Invalda INVL
AB
943
2.12
2236.6
Acquisition
share sale-
purchase
AUTO
Money
2021-01-27
Invalda INVL
AB
343
2.12
727.16
Acquisition
share sale-
purchase
AUTO
Money
2021-01-27
Invalda INVL,
AB
600
2.12
1272
Acquisition
share sale-
purchase
AUTO
Money
2021-01-28
Invalda INVL
AB
500
2.12
1060
Acquisition
share sale-
purchase
AUTO
Money
2021-01-28
Invalda INVL
AB
443
2.12
939.16
Acquisition
share sale-
purchase
AUTO
Money
88
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2021-01-29
Invalda INVL
AB
43
2.12
91.16
Acquisition
share sale-
purchase
AUTO
Money
2021-01-29
Invalda INVL
AB
900
2.12
1908
Acquisition
share sale-
purchase
AUTO
Money
2021-02-01
Invalda INVL
AB
775
2.12
1643
Acquisition
share sale-
purchase
AUTO
Money
2021-02-01
Invalda INVL
AB
168
2.12
356.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-02
Invalda INVL
AB
214
2.12
453.68
Acquisition
share sale-
purchase
AUTO
Money
2021-02-02
Invalda INVL
AB
700
2.12
1484
Acquisition
share sale-
purchase
AUTO
Money
2021-02-02
Invalda INVL
AB
29
2.12
61.48
Acquisition
share sale-
purchase
AUTO
Money
2021-02-03
Invalda INVL
AB
800
2.12
1696
Acquisition
share sale-
purchase
AUTO
Money
2021-02-03
Invalda INVL,
AB
86
2.12
182.32
Acquisition
share sale-
purchase
AUTO
Money
2021-02-03
Invalda INVL
AB
57
2.12
120.84
Acquisition
share sale-
purchase
AUTO
Money
2021-02-04
Invalda INVL
AB
730
2.12
1547.6
Acquisition
share sale-
purchase
AUTO
Money
2021-02-04
Invalda INVL
AB
213
2.12
451.56
Acquisition
share sale-
purchase
AUTO
Money
2021-02-05
Invalda INVL
AB
937
2.12
14.4
Acquisition
share sale-
purchase
AUTO
Money
2021-02-05
Invalda INVL
AB
6
2.12
12.72
Acquisition
share sale-
purchase
AUTO
Money
2021-02-08
Invalda INVL
AB
943
2.12
1999.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-10
Invalda INVL
AB
935
2.12
1982.2
Acquisition
share sale-
purchase
AUTO
Money
2021-02-11
Invalda INVL
AB
475
2.12
1007
Acquisition
share sale-
purchase
AUTO
Money
2021-02-11
Invalda INVL
AB
18
2,12
38.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-11
Invalda INVL
AB
450
2.12
954
Acquisition
share sale-
purchase
AUTO
Money
2021-02-12
Invalda INVL
AB
943
2.10
1980.3
Acquisition
share sale-
purchase
AUTO
Money
89
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
2021-02-15
Invalda INVL
AB
943
2.12
1999.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-17
Invalda INVL
AB
952
2.10
1999.2
Acquisition
share sale-
purchase
AUTO
Money
2021-02-18
Invalda INVL
AB
590
2.08
1227.2
Acquisition
share sale-
purchase
AUTO
Money
2021-02-19
Invalda INVL
AB
11
2.12
23.32
Acquisition
share sale-
purchase
AUTO
Money
2021-02-19
Invalda INVL
AB
472
2.12
1000.64
Acquisition
share sale-
purchase
AUTO
Money
2021-02-19
Invalda INVL,
AB
100
2.12
212
Acquisition
share sale-
purchase
AUTO
Money
2021-02-19
Invalda INVL,
AB
120
2.12
254.4
Acquisition
share sale-
purchase
AUTO
Money
2021-02-22
Invalda
INVLAB
943
2.12
1999.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-23
Invalda INVL
AB
943
2.12
1999.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-24
Invalda INVL
AB
943
2.12
1999.16
Acquisition
share sale-
purchase
AUTO
Money
2021-02-26
Invalda INVL
AB
806
2.12
1708.72
Acquisition
share sale-
purchase
AUTO
Money
2021-02-26
Invalda INVL
AB
5
2.12
10.6
Acquisition
share sale-
purchase
AUTO
Money
2021-02-26
Invalda INVL
AB
132
2,12
279.84
Acquisition
share sale-
purchase
AUTO
Money
2021-03-01
Invalda INVL
AB
584
2.12
1238.08
Acquisition
share sale-
purchase
AUTO
Money
2021-03-01
Invalda INVL
AB
359
212
761.08
Acquisition
share sale-
purchase
AUTO
Money
2021.03.02
Invalda INVL
AB
174
2.12
368.88
Acquisition
share sale-
purchase
AUTO
Money
2021-03-02
Invalda INVL,
AB
769
2.12
1630.28
Acquisition
share sale-
purchase
AUTO
Money
2021-03-03
Invalda INVL
AB
100
2.10
210
Acquisition
share sale-
purchase
AUTO
Money
2021-03-04
Invalda INVL
AB
943
2.12
1999.16
Acquisition
share sale-
purchase
AUTO
Money
90
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
29. Information about the audit company
The company does not have approved audit company selection criteria. On October 2020, the Extraordinary General Meeting of
Shareholders elected PricewaterhouseCoopers to audit the annual financial statements for the period 2020-2022. At the same
meeting, the shareholders set a fee of EUR 9,400 for the audit of the set of annual financial statements (value added tax is calculated
and paid additionally in accordance with the procedure established by legal acts).
Audit company
PricewaterhouseCoopers, UAB
Adress of the registered office
J. Jasinskio St. 16B, LT-03163, Vilnius
Code
111473315
Telephone
(8 5) 239 2300
E-mail
vilnius@lt.pwc.com
Website
www.pwc.com/lt
No internal audit is performed in the Company.
INVL Technology Kazimieras Tonkūnas
Managing partner
91
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
APPENDIX 1. INFORMATION ABOUT INVL TECHNOLOGY PORTFOLIO
COMPANIES, THEIR CONTACT DETAILS
Company
Registration information
Type of activity
Contact details
Norway Registers
Development AS
Code: NO-985 221 405 MVA
Adress: Løkketangen 20 B, 1337
Sandvika, Norway
Legal form: private limited liability
company
Registered: 2002-12-23
Legal, organizational reforms and
their implementation (business,
property, mortgage, licenses and
citizen‘s registries)
Phone + 47 219 50 158
E-mail info@nrd.no
Website www.nrd.no
NRD Companies AS
Code: NO-921 985 290
Adress: Løkketangen 20 B, 1337
Sandvika, Norway
Legal form: private limited liability
company
Registered: 2019-01-18
Management of financial asset.
Phone + 47 219 50 158
E-mail info@nrd.no
NRD Systems UAB
Code: 111647812
Adress: Gynėjų St. 14, Vilnius 01109
Legal form: private limited liability
company
Registered: 1998-10-15
Information system design and
maintenance.
Phone, Vilnius +370 5 2310
731
Phone, Kaunas + 370 37 31
18 64
E-mail info@nrd.lt
Website www.nrd.lt
ETRONIKA UAB
Code: 125224135
Adress: Gynėjų St. 14, Vilnius
Legal form: private limited liability
company
Registered: 2000-03-30
Development and implementation
of e-banking, smart retail, mobile
applications for finances, e-
commerce and e-government
Phone +370 5 2483 153
E-mail info@etronika.lt
Website www.etronika.lt
Norway Registers
Development East Africa
Ltd.
Code: 88597
Adress: 3rd floor, Elite tower, Azikiwe
Street/Jamhuri street, Dar es
Salaam, Tanzania
Legal form: private limited liability
company
Registered: 2012-01-13
The company has been suspended
in March 2020
Infobank Uganda Ltd.
Code: 193144
Registered: 2014-12-03
Currently does not perform any
activities
Norway Registers
Development Rwanda
Ltd.
Code: 10537819
Adress: 5th floor, Centenary House,
Plot No: 1381, KN 4 Ave, Kiyovu Cell,
Nyarugenge District, Kigali, Rwanda
Legal form: private limited liability
company
Registered: 2016-02-22
Regional sales, project leadership,
project support and maintenance
company for group projects in
Rwanda, Burundi and Democratic
Republic of the Congo.
Phone +250 782 102 990
E-mail info@nrd.no
Website www.nrd.no
NRD Bangladesh Ltd.
Code: C-135712/2017
Information technology
infrastructure design,
development, maintenance and
security services. Information
-
92
INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Adress: Eastern Commercial
Complex, Room No.1/11, (1st floor),
73, Kakrail, Dhaka, Bangladesh
Legal form: private limited liability
company
Registered: 2017-02-02
system audits, IT management
consultations and trainings
Andmevara AS
Code: 10264823
Adress: Pärnu mnt 158, 11317 Talinn,
Estonia
Legal form: private limited liability
company
Registered: 1997-09-19
E-Government solutions that
include development of registries,
important national information
systems.
Phone +372 6715 188
E-mail mail@andmevara.ee
Website
www.andmevara.ee
Andmevara Services OÜ
Code: 14552803
Adress: Narva mnt 5 10117 Talinn,
Estona
Legal form: private limited liability
company
Registered: 2018-08-27
IT infrastructure maintenance,
digitization and hosting services
Phone +372 6715 119
E-mail mail@andmevara.ee
Andmevara SRL
Code: 1013600014121
Adress: Şciusev A. 89, sec. Buiucani,
Chisinau, Moldova
Legal form: private limited liability
company
Registered: 2013-04-17
IT infrastructure maintenance,
digitization and hosting services.
Phone +370 612 51 955
E-mail a.smirnovas@baip.lt
Website
www.andmevara.ee
Zissor AS
Code: 986 845 550
Adress: Bragernes Torg 6, 3017
Drammen, Norway
Legal form: private limited liability
company
Registered: 2004-05-04
Provides services to clients working
in the areas of media monitoring
and digitization.
Tel. +47 228 38 500
El. p. post@zissor.com
www.zissor.com
Novian UAB
Code: 121998756
Adress: Gynėjų St. 14, Vilnius
Legal form: private limited liability
company
Registered: 1993-06-25
Investment into information
technology companies.
Phone +370 5 2190 000
Website www.novian.lt
Novian Technologies
UAB
Code: 301318539
Adress: Gynėjų St. 14, Vilnius
Legal form: private limited liability
company
Registered: 2007-12-03
IT infrastructure strategy and
architecture solutions,
maintenance, supercomputer
design, assistance in complex
migrations, critical IT infrastructure
maintenance and consultations,
data center design and redesign,
operations, trainings and
maintenance
Phone +370 5 2190 000
E-mail
info.technologies@novian.lt
Website www.novian.lt
Novian Systems UAB
Code: 125774645
Adress: Gynėjų St. 14, Vilnius
Legal form: private limited liability
company
Registered: 2001-10-15
Development of information
systems and business process
facilitating programs for large and
medium-sized public organizations
and enterprises. Main fields of
activities include e-governance, e-
Tel. +370 5 2734 181
El. p.
info.systems@novian.lt
www.novian.lt
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health, finance, social security,
environmental protection and other
NRD CS UAB
Code: 303115085
Adress: Gynėjų St. 14, Vilnius
Legal form: private limited liability
company
Registered: 2013-08-06
Internal CIRT establishment,
technologies. Digital forensics
laboratories, related consultations.
Security Operations Center (SOC)
Phone +370 5 219 1919
E-mail info@nrdcs.lt
Website www.nrdcs.lt
FINtime UAB
Code: 304192355
Adress: Gynėjų St. 14, Vilnius
Legal form: private limited liability
company
Registered: 2016-02-29
Financial and accounting services
Phone +370 5 2190 000
Elsis PRO UAB
Code:300064148;
Adress: Baltupio St. 14, Vilnius;
Legal form: private limited liability
company
Registered: 1991-02-01
Development of information
systems and software for the public
administration, finance and tax,
healthcare, education, defense and
security sectors
Phone+370 5 268 8188;
Website www.elsispro.com
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APPENDIX 2. CORPORATE GOVERNANCE REPORTING FORM
UTIB The closed-ended type investment company INVL Technology (hereinafter referred to as the “Company”), acting in compliance
with Article 22 (3) of the Law of the Republic of Lithuania on Securities and paragraph 24.5 of the Listing Rules of AB Nasdaq Vilnius
AB, hereby discloses how it complies with the Corporate Governance Code for the Companies listed on Nasdaq Vilnius as well as its
specific provisions or recommendations. In any cases of non-compliance with this Code or some of its provisions or recommendations
of the Code, the specific provisions or recommendations that are not complied with must be indicated and the reasons for such non-
compliance must beare specified. In addition, other explanatory information indicated in this form is also provided, as indicated in
the form.
1. Summary of the Corporate Governance Report
The management of INVL Technology was transferred to the management company INVL Asset Management on 14 July 2016 after
the Central Bank of the Republic of Lithuania granted special closed-ended type private equity investment company INVL Technology
the a license of closed-ended type investment company license. The Company has no employees. The CEO of the Management
Company’s CEO and the, the Board and the Investment Committee members are acting to ensure the management of INVL
Technology.
The Management Company is responsible for convocation convoking and organizing the general meeting of Shareholders of the
Company, giving notices about publicly not disclosed information under the procedure set established by law, organizing the
activities of the Company, properly managing information about the activities of the Company, and performing other functions
assigned to the it.
The rights and duties of the Board and the head of the Company are transferred to the Management Company, therefore, when
reading this Corporate Governance Code, and in particular Principles 3 and 4, the CEO of the Management Company, the Board and
the members of the Investment Committee must should be treated regarded as the Bboard of the company.
2. Structured table for disclosure
Principals / recommendations
Yes/No/Not
applicable
Comment
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights
The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance
framework should protect the rights of shareholders.
All shareholders should be provided with access to the
information and/or documents established in the legal acts
on equal terms. All shareholders should be furnished with
equal opportunity to participate in the decision-making
process where significant corporate matters are discussed.
Yes
The Company discloses all regulated information
(including notices on convening shareholders'
meetings) through the news distribution platform
of AB Nasdaq Vilnius. This ensures that this
information is available to the widest possible
audience in the Republic of Lithuania and other
EU countries. Information is provided
simultaneously in both Lithuanian and English.
The Company publishes information before or
after the trading session of Nasdaq Vilnius AB.
The Company timely updates the information on
its website and complies with the requirements of
Part 5 of the Information Disclosure Guidelines
“On the Publication of Regulated and Other
Information on the Issuer's Website” approved by
the decision of the Supervisory Authority of the
Bank of Lithuania. All shareholders have equal
rights to participate in the general meetings of
shareholders of the Company.
1.2. It is recommended that the company’s capital should
consist only of the shares that grant the same rights to
voting, ownership, dividend and other rights to all of their
holders
Yes
The shares constituting the authorized capital of
the Company grant equal rights to all
shareholders of the Company.
1.3. It is recommended that investors should have access
to the information concerning the rights attached to the
shares of the new issue or those issued earlier in advance,
i.e. before they purchase shares.
Yes
The rights of the shareholders are described in
the Articles of Association of the Company, which
are publicly announced on the Company's website
and in the section “Rights and obligations granted
by the Shares” of the Company's annual report
1.4. Exclusive transactions that are particularly important
to the company, such as transfer of all or almost all assets
of the company which in principle would mean the transfer
Yes
All shareholders of the Company have equal
opportunities to get acquainted and participate in
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of the company, should be subject to approval of the
general meeting of shareholders.
making decisions that are important for the
Company. The approval of the General Meeting of
Shareholders is obtained in the cases specified in
Section V of the Law on Companies falling within
the competence of the General Meeting of
Shareholders.
1.5. Procedures for convening and conducting a general
meeting of shareholders should provide shareholders with
equal opportunities to participate in the general meeting
of shareholders and should not prejudice the rights and
interests of shareholders. The chosen venue, date and
time of the general meeting of shareholders should not
prevent active participation of shareholders at the general
meeting. In the notice of the general meeting of
shareholders being convened, the company should specify
the last day on which the proposed draft decisions should
be submitted at the latest.
Yes
Shareholders are informed about convening of
the General Meetings of Shareholders in
accordance with the requirements of legislation
and the Company’s articles of association –
adhering to the notification deadlines and
methods and means of announcement. The
opportunity to participate in the Meeting is
supplemented by the option of voting by ballot or
authorizing another person to represent the
shareholder. The General Meeting of
Shareholders is always held at the Company’s
headquarters. In the notice of the General
Meeting of Shareholders being convened, the
Company does not restrict the right of
shareholders to submit new draft decisions either
before or during the meeting, and this is clearly
stated in the notice of the General Meeting of
Shareholders being convened in both Lithuanian
and English.
1.6. With a view to ensure the right of shareholders living
abroad to access the information, it is recommended,
where possible, that documents prepared for the general
meeting of shareholders in advance should be announced
publicly not only in Lithuanian language but also in English
and/or other foreign languages in advance. It is
recommended that the minutes of the general meeting of
shareholders after the signing thereof and/or adopted
decisions should be made available publicly not only in
Lithuanian language but also in English and/or other
foreign languages. It is recommended that this
information should be placed on the website of the
company. Such documents may be published to the extent
that their public disclosure is not detrimental to the
company or the company’s commercial secrets are not
revealed.
Yes
All documents and information relevant to the
Company's general meetings of shareholders,
including the notice of the convened meeting,
draft resolutions, draft resolutions of the meeting
are public and simultaneously published in
Lithuanian and English through the Nasdaq
Vilnius regulated notice distribution system and
additionally published on the Company's website
in the Regulated Information sections. and
Shareholders' Meetings.
1.7. Shareholders who are entitled to vote should be
furnished with the opportunity to vote at the general
meeting of shareholders both in person and in absentia.
Shareholders should not be prevented from voting in
writing in advance by completing the general voting ballot.
Yes
Shareholders of the Company may exercise their
right to vote in the General Meeting in person or
through a representative upon issuance of proper
proxy or having concluded an agreement on the
transfer of their voting rights in the manner
compliant with the legal regulations, also the
shareholder may vote by completing the General
Voting Ballot in the manner provided by the Law
on Companies.
1.8. With a view to increasing the shareholders’
opportunities to participate effectively at general meetings
of shareholders, it is recommended that companies should
apply modern technologies on a wider scale and thus
provide shareholders with the conditions to participate and
vote in general meetings of shareholders via electronic
means of communication. In such cases the security of
transmitted information must be ensured and it must be
possible to identify the participating and voting person.
No
Shareholders can vote via an attorney or by
completing the general voting bulletin, as for now
shareholders cannot participate and vote in
General Shareholders’ Meetings via electronic
means of communication.
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1.9. It is recommended that the notice on the draft
decisions of the general meeting of shareholders being
convened should specify new candidatures of members of
the collegial body, their proposed remuneration and the
proposed audit company if YES If these issues are on the
agenda of the general meeting of shareholders, all
required information on the proposed collegial body, audit
company are specified in the draft decisions of the general
meeting of shareholders. INVL Baltic Real Estate, code
152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL
ESTATE 2021 ANNUAL REPORT | 113 these issues are
included into the agenda of the general meeting of
shareholders. Where it is proposed to elect a new member
of the collegial body, it is recommended that the
information about his/her educational background, work
experience and other managerial positions held (or
proposed) should be provided
Yes / No
If these issues are on the agenda of the general
meeting of shareholders, all required information
on the proposed collegial body, audit company
are specified in the draft decisions of the general
meeting of shareholders.
1.10. Members of the company’s collegial management
body, heads of the administration6 or other competent
persons related to the company who can provide
information related to the agenda of the general meeting
of shareholders should take part in the general meeting of
shareholders. Proposed candidates to member of the
collegial body should also participate in the general
meeting of shareholders in case the election of new
members is included into the agenda of the general
meeting of shareholders.
Yes
Representatives of the Company's Management
Company always attend the Company's
shareholders' meetings, i.e. a member of the
Board or a member of the Investment Committee
or a representative responsible for the Company's
financial statements
Principle 2: Supervisory board
Functions and liability of the supervisory board
The supervisory board of the company should ensure representation of the interests of the company and its shareholders,
accountability of this body to the shareholders and objective monitoring of the company’s operations and its management bodies as
well as constantly provide recommendations to the management bodies of the company. The supervisory board should ensure the
integrity and transparency of the company’s financial accounting and control system
2.1.1. Members of the supervisory board should act in
good faith, with care and responsibility for the benefit and
in the interests of the company and its shareholders and
represent their interests, having regard to the interests of
employees and public welfare.
Yes
The Supervisory Board acts in good faith for the
benefit of the Company and its shareholders
2.1.2. Where decisions of the supervisory board may have
a different effect on the interests of the company’s
shareholders, the supervisory board should treat all
shareholders impartially and fairly. It should ensure that
shareholders are properly informed about the company’s
strategy, risk management and control, and resolution of
conflicts of interest.
Yes
The Supervisory Board treats all shareholders
fairly and impartially
2.1.3. The supervisory board should be impartial in
passing decisions that are significant for the company’s
operations and strategy. Members of the supervisory
board should act and pass decisions without an external
influence from the persons who elected them.
Yes
The Supervisory Board is independent in passing
decisions.
2.1.4. Members of the supervisory board should clearly
voice their objections in case they believe that a decision
of the supervisory board is against the interests of the
company. Independent7 members of the supervisory
board should: a) maintain independence of their analysis
and decision-making; b) not seek or accept any unjustified
privileges that might compromise their independence.
Yes
The Supervisory Board members are impartial in
passing decisions and clearly voice their will
regarding the decisions passed.
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2.1.5. The supervisory board should oversee that the
company’s tax planning strategies are designed and
implemented in accordance with the legal acts in order to
avoid faulty practice that is not related to the longterm
interests of the company and its shareholders, which may
give rise to reputational, legal or other risks.
Not applicable
The Company is a non-taxable entity
2.1.6. The company should ensure that the supervisory
board is provided with sufficient resources (including
financial ones) to discharge their duties, including the right
to obtain all the necessary information or to seek
independent professional advice from external legal,
accounting or other experts on matters pertaining to the
competence of the supervisory board and its committees.
Yes
The supervisory board is provided with all
necessary information.
2.2. Formation of the supervisory board
The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective and fair
corporate governance.
2.2.1. The members of the supervisory board elected by
the general meeting of shareholders should collectively
ensure the diversity of qualifications, professional
experience and competences and seek for gender equality.
With a view to maintain a proper balance between the
qualifications of the members of the supervisory board, it
should be ensured that members of the supervisory board,
as a whole, should have diverse knowledge, opinions and
experience to duly perform their tasks.
Yes
The members of the supervisory board elected by
the general meeting of shareholders of the
Company ensure the diversity of qualifications,
professional experience and competences, and
the supervisory board consists of members with
appropriate implementation of gender equality
2.2.2. Members of the supervisory board should be
appointed for a specific term, subject to individual
reelection for a new term in office in order to ensure
necessary development of professional experience.
Yes
According to the Articles of Association of the
Company, the supervisory board is elected by the
general meeting of shareholders for a period of 4
years, i.e., the maximum period permitted by the
legislation of the Republic of Lithuania.
2.2.3. Chair of the supervisory board should be a person
whose current or past positions constituted no obstacle to
carry out impartial activities. A former manager or
management board member of the company should not be
immediately appointed as chair of the supervisory board
either. Where the company decides to depart from these
recommendations, it should provide information on the
measures taken to ensure impartiality of the supervision.
Yes
Chair of the supervisory board is a person whose
current or past positions constitute no obstacles
to carry out impartial activities.
2.2.4. Each member should devote sufficient time and
attention to perform his duties as a member of the
supervisory board. Each member of the supervisory board
should undertake to limit his other professional obligations
(particularly the managing positions in other companies)
so that they would not interfere with the proper
performance of the duties of a member of the supervisory
board. Should a member of the supervisory board attend
less than a half of the meetings of the supervisory board
throughout the financial year of the company, the
shareholders of the company should be notified thereof.
Yes
Each member devotes sufficient time and
attention to perform their duties as a member of
the supervisory board and their other professional
obligations do not interfere with the proper
performance of the duties of a member of the
supervisory board.
2.2.5. When it is proposed to appoint a member of the
supervisory board, it should be announced which members
of the supervisory board are deemed to be independent.
The supervisory board may decide that, despite the fact
that a particular member meets all the criteria of
independence, he/she cannot be considered independent
due to special personal or company related circumstances.
Yes
The Company submitted to the shareholders
received proposals concerning the candidates for
the members of the supervisory board with
additional references to their independence
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2.2.6. The amount of remuneration to members of the
supervisory board for their activity and participation in
meetings of the supervisory board should be approved by
the general meeting of shareholders
Yes
According to the decision of the General Meeting
of the Shareholders of the Company hold on 29
April 2021 it was set the hourly remuneration of
the elected independent member of the
Supervisory Board at EUR 145 per hour. The
other Members of the Supervisory Board do not
receive remuneration for these duties.
2.2.7. Every year the supervisory board should carry out
an assessment of its activities. It should include evaluation
of the structure of the supervisory board, its work
organization and ability to act as a group, evaluation of the
competence and work efficiency of each member of the
supervisory board, and evaluation whether the
supervisory board has achieved its objectives. The
supervisory board should, at least once a year, make
public respective information about its internal structure
and working procedures.
No
The supervisory board has not carried out an
assessment of its activities because the
supervisory board of the acts less than one year.
Principle 3: Management Board
3.1. Functions and liability of the management board The management board should ensure the implementation of the company’s
strategy and good corporate governance with due regard to the interests of its shareholders, employees and other interest groups
3.1.1. The management board should ensure the
implementation of the company’s strategy approved by
the supervisory board if the latter has been formed at the
company. In such cases where the supervisory board is
not formed, the management board is also responsible for
the approval of the company’s strategy.
Not applicable
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company. The company has a
supervisory board. The Company's investment
strategy is provided for in the Company's Articles
of Association. The Management Company of the
Company is responsible for the implementation of
the investment strategy.
3.2.2.Names and surnames of the candidates to become
members of the management board, information on their
educational background, qualifications, professional
experience, current positions, other important professional
obligations and potential conflicts of interest should be
disclosed without violating the requirements of the legal
acts regulating the handling of personal data at the
meeting of the supervisory board in which the
management board or individual members of the
management board are elected. In the event that the
supervisory board is not formed, the information specified
in this paragraph should be submitted to the general
meeting of shareholders. The management board should,
on yearly basis, collect data provided in this paragraph on
its members and disclose it in the company’s annual
report.
Due to the specifics of the Company's activities,
the General Shareholders Meeting of the
Company does not elect the members of the
Board of the Management Company. Information
about the education, qualification, professional
experience and participation in the management
of other companies of the managers of the
Management Company and members of the
Investment Committee of the Company is
presented in the annual report of the Company.
3.2.3.All new members of the management board should
be familiarized with their duties and the structure and
operations of the company
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company.
3.2.4.Members of the management board should be
appointed for a specific term, subject to individual
reelection for a new term in office in order to ensure
necessary development of professional experience and
sufficiently frequent reconfirmation of their status.
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
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functions of the Board and the Chief Executive
Officer of the Company
3.2.5.Chair of the management board should be a person
whose current or past positions constitute no obstacle to
carry out impartial activity. Where the supervisory board
is not formed, the former manager of the company should
not be immediately appointed as chair of the management
board. When a company decides to depart from these
recommendations, it should furnish information on the
measures it has taken to ensure the impartiality of
supervision.
Due to the specifics of the Company's activities,
the General Shareholders Meeting of the
Company does not elect the members of the
Board of the Management Company, whose elect
the Chairman of the Board of the Management
Company.
3.2. Formation of the Board
3.2.1. The members of the management board elected by
the supervisory board or, if the supervisory board is not
formed, by the general meeting of shareholders should
collectively ensure the required diversity of qualifications,
professional experience and competences and seek for
gender equality. With a view to maintain a proper balance
in terms of the current qualifications possessed by the
members of the management board, it should be ensured
that the members of the management board would have,
as a whole, diverse knowledge, opinions and experience to
duly perform their tasks.
Not applicable
Due to the specifics of the Company's activities,
the General Shareholders Meeting of the
Company does not elect the members of the
Board of the Management Company. The
managers and investment decisionmakers of a
Management Company must be of sufficiently
good repute and have sufficient work experience
to ensure sound and transparent management.
The candidatures of all managers and investment
decision-makers of the Company's Management
Company should be approved by the Bank of
Lithuania.
3.2.2. Names and surnames of the candidates to become
members of the management board, information on their
educational background, qualifications, professional
experience, current positions, other important professional
obligations and potential conflicts of interest should be
disclosed without violating the requirements of the legal
acts regulating the handling of personal data at the
meeting of the supervisory board in which the
management board or individual members of the
management board are elected. In the event that the
supervisory board is not formed, the information specified
in this paragraph should be submitted to the general
meeting of shareholders. The management board should,
on yearly basis, collect data provided in this paragraph on
its members and disclose it in the company’s annual
report.
Due to the specifics of the Company's activities,
the General Shareholders Meeting of the
Company does not elect the members of the
Board of the Management Company. Information
about the education, qualification, professional
experience and participation in the management
of other companies of the managers of the
Management Company and members of the
Investment Committee of the Company is
presented in the annual report of the Company.
3.2.3. All new members of the management board should
be familiarized with their duties and the structure and
operations of the company.
Due to the nature of the Company's activities,
collegial bodies are not formed in the Company.
Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company.
3.2.4. Members of the management board should be
appointed for a specific term, subject to individual re-
election for a new term in office in order to ensure
necessary development of professional experience and
sufficiently frequent reconfirmation of their status.
Due to the nature of the Company's activities,
collegial bodies are not formed in the Company.
Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company.
3.2.5. Chair of the management board should be a person
whose current or past positions constitute no obstacle to
carry out impartial activity. Where the supervisory board
is not formed, the former manager of the company should
Due to the specifics of the Company's activities,
the General Shareholders Meeting of the
Company does not elect the members of the
Board of the Management Company, whose elect
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INVL TECHNOLOGY
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not be immediately appointed as chair of the management
board. When a company decides to depart from these
recommendations, it should furnish information on the
measures it has taken to ensure the impartiality of
supervision.
the Chairman of the Board of the Management
Company.
3.2.6. Each member the management board should give
sufficient time and attention to perform the duties of a
member of the Board. If a member of the management
Board participated in less than half of the board meetings
during the financial year of the Company, the Company's
Supervisory Board should be informed if the Supervisory
Board is not formed in the Company - the General
Shareholder Meeting.
Due to the specifics of the Company's activities,
attendance of the Management Company's Board
meetings is not recorded in the Annual report of
the Company. The Company discloses
information on the number of the Company’s
Investment Committee meetings.
3.2.7. In the event that the management board is elected
in the cases established by the Law where the supervisory
board is not formed at the company, and some of its
members will be independent10, it should be announced
which members of the management board are deemed as
independent. The management board may decide that,
despite the fact that a particular member meets all the
criteria of independence established by the Law, he/she
cannot be considered independent due to special personal
or company-related circumstances.
Due to Company‘s management specifics,
independency criteria is not applicable to the
managers of the Management Company.
3.2.8. The general meeting of shareholders of the
company should approve the amount of remuneration to
the members of the management board for their activity
and participation in the meetings of the management
board.
The management fee, payable to the
Management Company is disclosed in the Annual
Report of the Company, according to the valid
management agreement between the Company
and the Management Company. The managers of
the Management Company and appointed
members of the Investment Committee receive
renumeration according to the employment
contract signed between them and the
Management Company
3.2.9. The members of the management board should act
in good faith, with care and responsibility for the benefit
and the interests of the company and its shareholders with
due regard to other stakeholders. When adopting
decisions, they should not act in their personal interest;
they should be subject to no-compete agreements and
they should not use the business information or
opportunities related to the company’s operations in
violation of the company’s interests.
The duty of the Company's Management
Company to act honestly, fairly and professionally
on the best terms and conditions for the Company
and its shareholders and to ensure market
integrity is enshrined in the Company's Articles of
Association.
3.2.10. Every year the management board should carry
out an assessment of its activities. It should include
evaluation of the structure of the management board, its
work organization and ability to act as a group, evaluation
of the competence and work efficiency of each member of
the management board, and evaluation whether the
management board has achieved its objectives. The
management board should, at least once a year, make
public respective information about its internal structure
and working procedures in observance of the legal acts
regulating the processing of personal data.
Due to Company‘s management specifics, the
managers of the Management Company do not
carry out assessment of its activities.
Principle 4: Rules of procedure of the supervisory board and the management board of the company
The rules of procedure of the supervisory board, if it is formed at the company, and of the management board should ensure efficient
operation and decision-making of these bodies and promote active cooperation between the company’s management bodies.
4.1. The management board and the supervisory board, if
the latter is formed at the company, should act in close
Yes / No
Due to the nature of the Company's activities,
collegial bodies are not formed in the Company.
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cooperation in order to attain benefit for the company and
its shareholders. Good corporate governance requires an
open discussion between the management board and the
supervisory board. The management board should
regularly and, where necessary, immediately inform the
supervisory board about any matters significant for the
company that are related to planning, business
development, risk management and control, and
compliance with the obligations at the company. The
management board should inform he supervisory board
about any derogations in its business development from
the previously formulated plans and objectives by
specifying the reasons for this.
Its management is transferred to the
Management Company, which performs
4.2. It is recommended that meetings of the company’s
collegial bodies should be held at the respective intervals,
according to the pre-approved schedule. Each company is
free to decide how often meetings of the collegial bodies
should be convened but it is recommended that these
meetings should be convened at such intervals that
uninterruptable resolution of essential corporate
governance issues would be ensured. Meetings of the
company’s collegial bodies should be convened at least
once per quarter.
Yes / No
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company. The company has a
supervisory board. Meetings of the Management
Company's Board and the Company's Supervisory
Board are held at such intervals as to ensure
uninterrupted resolution of essential issues of the
Company's management and supervision.
4.3. Members of a collegial body should be notified of the
meeting being convened in advance so that they would
have sufficient time for proper preparation for the issues
to be considered at the meeting and a fruitful discussion
could be held and appropriate decisions could be adopted.
Along with the notice of the meeting being convened all
materials relevant to the issues on the agenda of the
meeting should be submitted to the members of the
collegial body. The agenda of the meeting should not be
changed or supplemented during the meeting, unless all
members of the collegial body present at the meeting
agree with such change or supplement to the agenda, or
certain issues that are important to the company require
immediate resolution.
Yes / No
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company. The company has a
supervisory board. The Board of the Management
Company and the Supervisory Board of the
Company are notified of the meeting being
convened and all materials relevant to the issues
on the agenda of the meeting are submitted to
them.
4.4. In order to coordinate the activities of the company’s
collegial bodies and ensure effective decision-making
process, the chairs of the company’s collegial supervision
and management bodies should mutually agree on the
dates and agendas of the meetings and close cooperate in
resolving other matters related to corporate governance.
Meetings of the company’s supervisory board should be
open to members of the management board, particularly
in such cases where issues concerning the removal of the
management board members, their responsibility or
remuneration are discussed.
Yes / No
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company. The company has a
supervisory board. When the Board of the
Management Company and the Supervisory
Board of the Company have to speak on the same
issue, their meetings are coordinated
Principle 5: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
The committees formed at the company should increase the work efficiency of the supervisory board or, where the supervisory board
is not formed, of the management board which performs the supervisory functions by ensuring that decisions are based on due
consideration and help organise its work in such a way that the decisions it takes would be free of material conflicts of interest.
Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body with
recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the collegial body.
5.1.1. Taking due account of the company-related
circumstances and the chosen corporate governance
structure, the supervisory board of the company or, in
cases where the supervisory board is
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not formed, the management board which performs the
supervisory functions, establishes committees. It is
recommended that the collegial body should form the
nomination, remuneration and audit committees
1
.
Not applicable
Due to the Company’s management type and an
absence of employees, the Nomination and
Remuneration Committees are not formed. Audit
Committee members are elected by the General
Shareholders Meeting.
5.1.2. Companies may decide to set up less than three
committees. In such case companies should explain in
detail why they have chosen the alternative approach, and
how the chosen approach corresponds with the objectives
set for the three different committees.
5.1.3. In the cases established by the legal acts the
functions assigned to the committees formed at companies
may be performed by the collegial body itself. In such case
the provisions of this Code pertaining to the committees
(particularly those related to their role, operation and
transparency) should apply, where relevant, to the
collegial body as a whole.
5.1.4. Committees established by the collegial body should
normally be composed of at least three members. Subject
to the requirements of the legal acts, committees could be
comprised only of two members as well. Members of each
committee should be selected on the basis of their
competences by giving priority to independent members
of the collegial body. The chair of the management board
should not serve as the chair of committees.
5.1.5. The authority of each committee formed should be
determined by the collegial body itself. Committees should
perform their duties according to the authority delegated
to them and regularly inform the collegial body about their
activities and performance on a regular basis. The
authority of each committee defining its role and
specifying its rights and duties should be made public at
least once a year (as part of the information disclosed by
the company on its governance structure and practice on
an annual basis). In compliance with the legal acts
regulating the processing of personal data, companies
should also include in their annual reports the statements
of the existing committees on their composition, the
number of meetings and attendance over the year as well
as the main directions of their activities and performance.
5.1.6. With a view to ensure the independence and
impartiality of the committees, the members of the
collegial body who are not members of the committees
should normally have a right to participate in the meetings
of the committee only if invited by the committee. A
committee may invite or request that certain employees of
the company or experts would participate in the meeting.
Chair of each committee should have the possibility to
maintain direct communication with the shareholders.
Cases where such practice is to be applied should be
specified in the rules regulating the activities of the
committee.
5.2. Nomination committee
5.2.1. The key functions of the nomination committee
should be the following: 1) to select candidates to fill
vacancies in the membership of supervisory and
management bodies and the administration and recommend
1
Teisės aktai gali numatyti pareigą sudaryti atitinkamą komitetą. Pavyzdžiui, Lietuvos Respublikos finansinių ataskaitų audito įstatymas nustato, kad viešojo intereso
įmonės (įskaitant, bet neapsiribojant, akcinėse bendrovėse, kurių vertybiniais popieriais prekiaujama Lietuvos Respublikos ir (arba) bet kurios kitos valstybės narės
reguliuojamoje rinkoje), privalo sudaryti audito komitetą (teisės aktai numato išimčių, kada audito komiteto funkcijas gali atlikti priežiūros funkcijas atliekantis kolegialus
organas).
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the collegial body to approve them. The nomination
committee should evaluate the balance of skills, knowledge
and experience in the management body, prepare a
description of the functions and capabilities required to
assume a particular position and assess the time
commitment expected; 2) assess, on a regular basis, the
structure, size and composition of the supervisory and
management bodies as well as the skills, knowledge and
activity of its members, and provide the collegial body with
recommendations on how the required changes should be
sought; 3) devote the attention necessary to ensure
succession planning.
Not applicable
Due to the Company’s management type and an
absence of employees, the Nomination Committee
is not formed.
5.2.2. When dealing with issues related to members of the
collegial body who have employment relationships with the
company and the heads of the administration, the manager
of the company should be consulted by granting him/her the
right to submit proposals to the Nomination Committee.
5.3. Remuneration committee
The main functions of the remuneration committee
should be as follows:
1) submit to the collegial body proposals on the
remuneration policy applied to members of the
supervisory and management bodies and the heads of
the administration for approval. Such policy should
include all forms of remuneration, including the fixed-
rate remuneration, performance-based remuneration,
financial incentive schemes, pension arrangements and
termination payments as well as conditions which would
allow the company to recover the amounts or suspend
the payments by specifying the circumstances under
which it would be expedient to do so;
2) submit to the collegial body proposals regarding
individual remuneration for members of the collegial
bodies and the heads of the administration in order to
ensure that they would be consistent with the
company’s remuneration policy and the evaluation of
the performance of the persons concerned;
3) review, on a regular basis, the remuneration policy and
its implementation.
Not applicable
Due to the Company’s management type, the
Renumeration Committee is not formed.
5.4. Audit committee
5.4.1. The key functions of the audit committee are
defined in the legal acts regulating the activities of the
audit committee
Yes
In its activities, the Audit Committee of the
Company follows the legal acts regulating the
activities of the Audit Committee, as well as the
regulations of the Audit Committee approved by
the General Meeting of Shareholders of the
Company.
5.4.2. All members of the committee should be provided
with detailed information on specific issues of the
company’s accounting system, finances and operations.
The heads of the company’s administration should inform
the audit committee about the methods of accounting for
significant and unusual transactions where the accounting
may be subject to different approaches.
Yes
The Management Company of the Company
ensures that: 1) the members of the Audit
committee are properly introduced to the
activities of the Company, are provided with
complete information relating to the Company’s
specific accounting, financial and other
operational features; 2) the Audit committee is
informed of the methods used to account for
significant and unusual transactions where the
accounting treatment may be open to different
approaches. The Audit committee is furnished
with complete information on particulars of
accounting, financial and other operations of the
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Company; 3) The Audit committee is informed of
the work program of internal and external
auditors, and should receive internal and external
audit report. 4) etc.
5.4.3.The audit committee should decide whether the
participation of the chair of the management board, the
manager of the company, the chief finance officer (or
senior employees responsible for finance and accounting),
the internal and external auditors in its meetings is
required (and, if required, when). The committee should
be entitled, when needed, to meet the relevant persons
without members of the management bodies present.
Yes
The Audit committee has the right to invite to its
meetings the manager and members (member)
of the Board of the Management Company, the
chief financier, employees responsible for
finance, accounting and treasury issues, external
auditors and other persons, whose presence is
admitted necessary considering questions
scheduled for the Audit committee meeting.
5.4.4. The audit committee should be informed about the
internal auditor’s work program and should be furnished
with internal audit reports or periodic summaries. The
audit committee should also be informed about the work
program of external auditors and should receive from the
audit firm a report describing all relationships between the
independent audit firm and the company and its group.
Not applicable
The Management Company of the Company
ensures that the audit committee is informed of
the work program of internal and external
auditors, and should receive internal and external
audit report
5.4.5. The audit committee should examine whether the
company complies with the applicable provisions
regulating the possibility of lodging a complaint or
reporting anonymously his/her suspicions of potential
violations committed at the company and should also
ensure that there is a procedure in place for proportionate
and independent investigation of such issues and
appropriate follow-up actions.
No
The Audit Committee of the Company does not
examine if the Company complies the functions
stated in 5.4.5.
5.4.6.The audit committee should submit to the
supervisory board or, where the supervisory board is not
formed, to the management board its activity report at
least once in every six months, at the time that annual and
half-yearly reports are approved.
Yes / No
In accordance with the provisions of the Audit
Committee, the Audit Committee submits its
activity reports to the Annual General Meeting of
Shareholders.
Principle 6: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the company’s supervisory and management bodies to avoid
conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to members of the
supervisory and management bodies.
Any member of the company’s supervisory and
management body should avoid a situation where his/her
personal interests are or may be in conflict with the
company’s interests. In case such a situation did occur, a
member of the company’s supervisory or management
body should, within a reasonable period of time, notify
other members of the same body or the body of the
company which elected him/her or the company’s
shareholders of such situation of a conflict of interest,
indicate the nature of interests and, where possible, their
value.
Yes / No
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company. The company has a
supervisory board. The Management Company
must have such an organizational structure that
would help to avoid conflicts of interest. When it
is impossible to avoid conflicts of interest, the
Management Company must ensure that
Shareholders are treated fairly
Principle 7: Remuneration policy of the company
The remuneration policy and the procedure for review and disclosure of such policy established at the company should prevent potential
conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of the administration, in
addition it should ensure the publicity and transparency of the company’s remuneration policy and its long-term strategy
7.1. The company should approve and post the
remuneration policy on the website of the company; such
policy should be reviewed on a regular basis and be
consistent with the company’s long-term strategy
Yes
The Company is subject to the remuneration
policy of the Management Company, which is
approved by the Board of the Management
Company. The Company's Supervisory Board has
a separate remuneration policy, which is
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approved by the Company's General Meeting of
Shareholders. Remuneration policies are
reviewed in accordance with legal requirements.
7.2. The remuneration policy should include all forms of
remuneration, including the fixed-rate remuneration,
performance-based remuneration, financial incentive
schemes, pension arrangements and termination
payments as well as the conditions specifying the cases
where the company can recover the disbursed amounts or
suspend the payments.
Yes
The Management Company’s remuneration policy
covers all forms of remuneration that may be
paid, i. ie: fixed part of remuneration, variable
part of remuneration (allocated based on the
Company's and / or employee's performance).
The Company may pay pension contributions to
the third pillar pension funds for the benefit of
employees, as well as non-monetary benefits
may be provided to the Company's employees.
7.3. With a view to avoid potential conflicts of interest, the
remuneration policy should provide that members of the
collegial bodies which perform the supervisory functions
should not receive remuneration based on the company’s
performance.
Yes / No
The Company is subject to the remuneration
policy of the Management Company, which is
approved by the Board of the Management
Company. The Company's Supervisory Board has
a separate remuneration policy, which is
approved by the Company's General Meeting of
Shareholders. The remuneration of the members
of the Supervisory Board does not depend on the
performance of the company.
7.4. The remuneration policy should provide sufficient
information on the policy regarding termination payments.
Termination payments should not exceed a fixed amount
or a fixed number of annual wages and in general should
not be higher than the non-variable component of
remuneration for two years or the equivalent thereof.
Termination payments should not be paid if the contract is
terminated due to inadequate performance.
Not applicable
The Company is subject to the remuneration
policy of the Management Company, which is
approved by the Board of the Management
Company. The Company's Supervisory Board has
a separate remuneration policy, which is
approved by the Company's General Meeting of
Shareholders. According to the policies, the
Company does not have the policy of termination
payments.
7.5. In the event that the financial incentive scheme is
applied at the company, the remuneration policy should
contain sufficient information about the retention of shares
after the award thereof. Where remuneration is based on
the award of shares, shares should not be vested at least for
three years after the award thereof. After vesting, members
of the collegial bodies and heads of the administration
should retain a certain number of shares until the end of
their term in office, subject to the need to compensate for
any costs related to the acquisition of shares.
Yes / No
The Company is subject to the remuneration
policy of the Management Company, which is
approved by the Board of the Management
Company. The Company's Supervisory Board has
a separate remuneration policy, which is
approved by the Company's General Meeting of
Shareholders. According to the remuneration
policy of the Management Company, which
applies for the Company as well, the part of the
variable remuneration assigned to the employee
of the Management Company (in whole or in part)
may be allocated as the option of Invalda INVL AB
at his choice. Their payment on a pro rata basis
is realized through the attribution of shares (i.e.
the granting or acquisition of the right to acquire
the respective amounts of shares at different
terms), in accordance with the procedure and
conditions established in the option agreements.
7.6. The company should publish information about the
implementation of the remuneration policy on its website,
with a key focus on the remuneration policy in respect of
the collegial bodies and managers in the next and, where
relevant, subsequent financial years. It should also contain
a review of how the remuneration policy was implemented
during the previous financial year. The information of such
nature should not include any details having a commercial
value. Particular attention should be paid on the major
changes in the company’s remuneration policy, compared
to the previous financial year.
Yes
The Company publishes a remuneration report
on its website
7.7. It is recommended that the remuneration policy or
any major change of the policy should be included on the
agenda of the general meeting of shareholders. The
Yes/No
The Company is subject to the remuneration
policy of the Management Company, which is
approved by the Board of the Management
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schemes under which members and employees of a
collegial body receive remuneration in shares or share
options should be approved by the general meeting of
shareholders.
Company. The Company's Supervisory Board has
a separate remuneration policy, This policy and
its amendments are approved by the Company's
General Meeting of Shareholders
Principle 8: Role of stakeholders in corporate governance
The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements and
encourage active cooperation between companies and stakeholders in creating the company value, jobs and financial sustainability.
In the context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers, clients, local community
and other persons having certain interests in the company concerned.
8.1. The corporate governance framework should ensure
that the rights and lawful interests of stakeholders are
protected.
Yes
The Company respects the rights of stakeholders
and their legitimate interests.
8.2. The corporate governance framework should create
conditions for stakeholders to participate in corporate
governance in the manner prescribed by law. Examples of
participation by stakeholders in corporate governance
include the participation of employees or their
representatives in the adoption of decisions that are
important for the company, consultations with employees
or their representatives on corporate governance and
other important matters, participation of employees in the
company’s authorized capital, involvement of creditors in
corporate governance in the cases of the company’s
insolvency, etc.
Yes/No
The Company has no employees. The Company
provides opportunities for the Company's
investors (shareholders) to participate in the
management of the Company in accordance with
the procedure established by the Company's
Articles of Association and legal acts.
8.3. Where stakeholders participate in the corporate
governance process, they should have access to relevant
information.
Yes
The Company's investors (shareholders) are
provided with information that is required to be
provided by applicable legislation and other
information relevant to the Shareholders at the
discretion of the Management Company.
8.4. Stakeholders should be provided with the possibility
of reporting confidentially any illegal or unethical practices
to the collegial body performing the supervisory function.
No
The Company does not provide possibility of
reporting confidentially any illegal or unethical
practices.
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including the
financial situation, operations and governance of the company
9.1. In accordance with the company’s procedure on
confidential information and commercial secrets and the
legal acts regulating the processing of personal data, the
information publicly disclosed by the company should
include but not be limited to the following:
Yes
The information referred to below in this
recommendation is disclosed in notifications of
material events published through the Nasdaq
Vilnius Information Disclosure System, the
Company’s website, and the Company’s annual
and interim information documents, to the extent
required by legislation and the International
Financial Reporting INVL Baltic Real Estate, code
152105644, Gynėjų str. 14, Vilnius INVL BALTIC
REAL ESTATE 2021 ANNUAL REPORT | 124
Standards applicable in the European Union. The
information is also disclosed in presentations to
investors of the Company
9.1.1. operating and financial results of the company;
Yes
Company publishes interim and annual reports
9.1.2. objectives and non-financial information of the
company;
Yes
Company publishes interim and annual reports
9.1.3. persons holding a stake in the company or
controlling it directly and/or indirectly and/or together with
related persons as well as the structure of the group of
Yes
Published on the Company's website.
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companies and their relationships by specifying the final
beneficiary;
9.1.4. members of the company’s supervisory and
management bodies who are deemed independent, the
manager of the company, the shares or votes held by them
at the company, participation in corporate governance of
other companies, their competence and remuneration;
Yes/No
Due to the nature of the Company's activities,
collegial management body is not formed in the
Company. Its management is transferred to the
Management Company, which performs the
functions of the Board and the Chief Executive
Officer of the Company. The company has a
supervisory board. The Company's website
provides information on the members of the
Board of the Company's Management Company,
the General Director, Company’s investment
committee members and the Supervisory Board
members.
9.1.5. reports of the existing committees on their
composition, number of meetings and attendance of
members during the last year as well as the main directions
and results of their activities
Yes
The management of the Company is transferred
to the Management Company, which carries the
functions of the Board and the Manager of the
Company. The Company's website provides
information on the members of the Company's
Investment Committee.
9.1.6. potential key risk factors, the company’s risk
management and supervision policy
Yes
The Company publishes on its website the general
risk factors of the business area in which the
Group operates; group-specific risk factors; risk
factors related to the Company's shares.
9.1.7. the company’s transactions with related parties
Yes
The Company publishes the Company's
transactions with related parties on its website
9.1.8. main issues related to employees and other
stakeholders (for instance, human resource policy,
participation of employees in corporate governance, award
of the company’s shares or share options as incentives,
relationships with creditors, suppliers, local community,
etc.)
Due to the Company’s management type -
transfer of the Company’s management to the
Management Company – the Company itself does
not have any employees.
9.1.9. structure and strategy of corporate governance
Yes
The Company's strategy is provided for in the
Company's Articles of Association, which are
published on the Company's website.
9.1.10. initiatives and measures of social responsibility
policy and anti-corruption fight, significant current or
planned investment projects. This list is deemed minimum
and companies are encouraged not to restrict themselves
to the disclosure of information included into this list. This
principle of the Code does not exempt companies from
their obligation to disclose information as provided for in
the applicable legal acts.
No
The company is not required to prepare and
publish a non-financial statement.
9.2. When disclosing the information specified in
paragraph 9.1.1 of recommendation 9.1, it is
recommended that the company which is a parent
company in respect of other companies should disclose
information about the consolidated results of the whole
group of companies
Yes
The Company prepares a consolidated report and
consolidated financial statements
9.3. When disclosing the information specified in
paragraph 9.1.4 of recommendation 9.1, it is
recommended that the information on the professional
experience and qualifications of members of the
company’s supervisory and management bodies and the
manager of the company as well as potential conflicts of
interest which could affect their decisions should be
provided. It is further recommended that the remuneration
or other income of members of the company’s supervisory
and management bodies and the manager of the company
should be disclosed, as provided for in greater detail in
Principle 7.
Yes
Information about the education, qualification,
professional experience and participation in the
management of other companies of the managers
of the Management Company, members of the
Investment Committee and the Supervisory
Board of the Company is presented in the annual
report of the Company. The Company also
publishes a remuneration report.
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9.4. Information should be disclosed in such manner that
no shareholders or investors are discriminated in terms of
the method of receipt and scope of information.
Information should be disclosed to all parties concerned at
the same time.
Yes
The Company publishes all information through
the information disclosure system of the Nasdaq
Vilnius Stock Exchange and on the Company's
website so that it is accessible to everyone and at
the same time.
Principle 10: Selection of the company’s audit firm
The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.
10.1. With a view to obtain an objective opinion on the
company’s financial condition and financial results, the
company’s annual financial statements and the financial
information provided in its annual report should be audited
by an independent audit firm.
Yes
The Company is audited by an independent audit
company UAB PricewaterhouseCoopers
10.2. It is recommended that the audit firm would be
proposed to the general meeting of shareholders by the
supervisory board or, if the supervisory board is not
formed at the company, by the management board of the
company.
Yes/No
In 2020, the Management Company of the
Company proposed to the General Meeting of the
Shareholders the audit firm, which will audit
annual financial statements of the Company for
2020, 2021, and 2022 years, as the Supervisory
Board of the Company was formed only in 2021.
10.3. In the event that the audit firm has received
remuneration from the company for the non-audit services
provided, the company should disclose this publicly. This
information should also be available to the supervisory
board or, if the supervisory board is not formed at the
company, by the management board of the company when
considering which audit firm should be proposed to the
general meeting of shareholders.
Yes
The Company undertakes to disclose if the audit
company would have received payment from the
Company for non-audit services provided.
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APPENDIX 3. COMPANY'S MANAGEMENT REPORT
Prepared in accordance with the Law of the Republic of Lithuania on Financial Reporting by Undertakings (IX-575) in force from 29
November 2017 and applicable to the annual reports of entities covering periods beginning on or after 1 January 2017)
1. Reference to the applicable corporate governance code and the place of its publication, and (or) reference to the
all necessary published information regarding management practices of the entity
The Company discloses the information regarding the compliance with the applicable Corporate Governance Code in Appendix 2 of
the report of 2021. The Company publishes its annual reports in the website of the Company (Company’s web site section “For
Investor” → “Financial information and reports”. The link https://www.invltechnology.lt/lit/en/for-investors/reports).
2. In case of derogation from the provisions of the applicable corporate governance code and (or) when the
provisions are not complied with, such provisions and the reasons thereof shall be indicated
The Company discloses such information in sections “Yes/No/Irrelevant” and “Commentary” of Appendix 2 of the report of 2021
“Corporate Governance Code”. The Company will provide an explanation in the “Commentary” section if it does not (of partially)
follow the recommendations.
3. Information regarding the level of risk and risk management – management of risks related to the financial
reporting, risk mitigation measures, and internal control systems implemented at the entity shall be described
The Audit Committee supervises preparation of the financial statements, systems of internal control and financial risk management
and how the company follows the legal acts that regulate preparation of the financial statements.
The Management company of INVL Technology is responsible for the supervision and final review of the financial statements. In
order to manage these functions properly, the Management company is using an external provider of the relevant services.
Management company, together with the accounting service provider constantly reviews International Financial Reporting
Standards (IFRS) in order to implement IFRS changes in time, analyses company’s and group’s significant deals, ensures collecting
information from the group’s companies and timely and fair preparation of this information for the financial statements, periodically
informs the Board of the Management company about the preparation process of financial statements.
4. Information regarding significant directly or indirectly managed holdings
The Company provides information regarding the significant directly or indirectly managed holdings in Annex 4 of the financial
statement of 2021.
5. Information relating to transactions with related parties as provided for in article 37
2
of the companies law.
Information regarding Transactions with Related Parties, according to the Law on Companies article 372 , is published on the
Company‘s website– „For Investors“ → „Legal documents“, link to the website
https://www.invltechnology.lt/lit/lt/investuotojams/ataskaitos/susijusiu-saliu-sandoriai.
At the time the report was published, the Company provides information about Company‘s Transactions with Related Parties
published on the Company's Website
Related party
Company’s relationship with
the counterparty
Date and value of the
transaction
Other
information
UAB FINtime
Company code 304192355,
Gynėjų 14, LT-01109, Vilnius,
Lithuania
Register of Legal Entities of
Lithuania
100% controlled company by
INVL Technology
8 November 2018 INVL Technology
acquired bonds of Fintime UAB for
the amount of EUR 160,000.
Maturity date – 30 April 2020, which
extended up to 28 February 2021
Redemption date - 26 February
2021.
-
UAB FINtime
Company code 304192355,
Gynėjų 14, LT-01109, Vilnius,
Lithuania
Register of Legal Entities of
Lithuania
100% controlled company by
INVL Technology
10 May 2019 INVL Technology
acquired bonds of Fintime UAB for
the amount of EUR 75,000.
Maturity date – 30 April 2020, which
extended up to 28 February 2020
Redemption date - 26 February
2021.
-
UAB FINtime
Company code 304192355,
Gynėjų 14, LT-01109, Vilnius,
Lithuania
100% controlled company by
INVL Technology
24 May 2019 INVL Technology
acquired bonds of Fintime UAB for
the amount of EUR 50,000.
-
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INVL TECHNOLOGY
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Register of Legal Entities of
Lithuania
Maturity date – 30 April 2020, which
extended up to 28 February 2020
Redemption date - 26 February
2021.
UAB FINtime
Company code 304192355,
Gynėjų 14, LT-01109, Vilnius,
Lithuania
Register of Legal Entities of
Lithuania
100% controlled company by
INVL Technology
5 June 2019 INVL Technology
acquired bonds of FINtime for the
amount of EUR 120,000.
Maturity date – 30 April 2020, which
extended up to 28 February 2020
Redemption date - 26 February
2021.
-
UAB NRD Systems
Company code 111647812
address Gynėjų 14, LT-01109,
Vilnius, Lithuania
Register of Legal Entities of
Lithuania
Norway Registers Development
AS is 100% controlled by INVL
Technology and controls
95.91% of NRD Systems, UAB
13 March 2020 INVL Technology
signed loan agreement with NRD
Systems UAB for EUR 150,000. The
loan was repaid on 1 January 2021.
-
Novian, UAB
Company code: 121998756
Adress: Gynėjų str. 14,
Vilnius, Lithuania
Register of Legal Entities of
Lithuania
100% controlled company by
INVL Technology
20 October 2021, INVL Technology
signed a loan agreement with
Novian, UAB for EUR 1,175,000.
Redemption date - 31.10.2023.
Norway Registers
Development AS
Company code NO-985 221
405 MVA
Løkketangen 20 B, 1337
Sandvika, Norvegja
NRD Companies is 100%
controlled by INVL Technology
and NRD Companies controls
100% of Norway Registers
Development AS
17 November 2021, INVL
Technology entered into a loan
agreement with Norway Registers
Development for EUR 500,000. Date
of return 31.12.2021. The loan was
repaid on 16.12.2021
6. Information regarding the shareholders who have special rights of control and the description of such rights
There are no shareholders having special rights of control in the Company.
7. Information regarding all current restrictions on voting rights (such as the restrictions on voting rights of persons
having a certain percentage or number of the votes, the deadlines by which voting rights may be exercised or systems, according
to which the property rights granted by the securities are to be separated from the holder of those securities)
No restrictions on voting rights are applied in the Company.
8. Information regarding the rules governing the appointment and dismissal of board members, as well as the
amendment of the company’s articles of association
The management of the Company is transferred to the management company UAB INVL Asset Management which exercises the
functions of the head and the board of the Company. The Rules of Procedure of the Board are applicable to the Board members of
the Management company. The provisions governing the appointment and dismissal of Board members are not provided for by the
aforementioned Rules, except for the possible resignation and procedures related thereof. A person who seeks to become the Board
member of the Management company shall obtain a prior permit from the Supervision Service of the Bank of Lithuania (hereinafter
– the Bank of Lithuania) to occupy a corresponding post. Moreover, such person shall fill in the Form of the Questionnaire of the
Manager approved by the Bank of Lithuania and comply with the indicated requirements.
According to the Articles of Association of the Company, the Articles of Association of INVL Technology may be amended by the
decision of the General Shareholders’ Meeting, passed by more than 3/4 of votes (except in cases stated in the Law on Companies
of the Republic of Lithuania and in cases stated in Company’s Articles of Association).
9. Information regarding the powers of the board members
The management of the Company is transferred to the Management company UAB INVL Asset Management which exercises the
functions of the head and the board of the Company. The Board members of the Management company act in accordance with the
Law on Companies of the Republic of Lithuania, Articles of Association of the Management company, Rules of Procedure of the
Board, as well as other applicable legislation, and have no special powers. The Board members of the Management company always
act for the benefit of the Company and its shareholders.
10. Information regarding the competence of the general meeting of shareholders, the rights of shareholders and
implementation thereof, if such information is not established in the applicable legislation
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The company provides information regarding the competence of the general meeting of shareholders, the rights of shareholders,
and implementation thereof, as well as the procedure for convening the meetings of shareholders, in Clause 12.1.1. of the Annual
Report of 2020.
11. Information regarding the composition of the management, supervisory bodies, and the committees thereof,
as well as the fields of activity of the aforesaid bodies and the manager of the company
The management of the Company is transferred to the Management company UAB INVL Asset Management which exercises the
functions of the Head and the Board of the company. The Company provides information regarding the board members of the
Management company, General Manager of the Management company, and the members of the Investment Committee of the
Company in Clause 13 of the annual report of 2021.
The board members of the management company, General Manager of the management company, and the members of the
Investment Committee of the company act in accordance with the Rules of Procedure of the Board, Provisions of the General
Manager, and Provisions of the Investment Committee. In addition to this, the board members of the Management company,
General Manager of the Management company, and the members of the Investment Committee always act for the benefit of the
Company and its shareholders.
12. Description of diversity policy applicable in appointing the manager of the company, management, and
supervisory bodies, related to the aspects such as age, gender, education, professional experience; objectives of
such policy, methods of implementation thereof, and results of the reference period. if the diversity policy is not
applied, the reasons thereof shall be indicated
The management of the Company is transferred to the asset management company INVL Asset Management, which applies the
Policy of Equal Opportunities in its activities. The Policy specifies that the Company organizes its activities in a way that employees,
despite of their duties and the need to upgrade their qualifications, are secure about equal working conditions, opportunities to
develop competence, etc. Equally, the same benefits are granted regardless of the gender, race, nationality, language, origin,
social status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having
children's or membership of the political party or association.
The management of the Company is transferred to the asset management company INVL Asset Management, which applies the
Policy of Equal Opportunities in its activities. The Policy specifies that the Company organizes its activities in a way that employees,
despite of their duties and the need to upgrade their qualifications, are secure about equal working conditions, opportunities to
develop competence, etc. Equally, the same benefits are granted regardless of the gender, race, nationality, language, origin,
social status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having
children's or membership of the political party or association.
INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017. The PRI,
founded in 2006, is a global network of over 1700 investors, aims to assess the investment implications of environmental, social
and governance (ESG) factors. An economically efficient, sustainable global financial system is considered a necessity for long-
term value creation. Investors who support the PRI voluntarily work to apply the principles in their investment activities. Six specific
responsible investment Principles are outlined by the PRI. They provide a menu of possible actions for incorporating ESG issues
into investment practice – from investment analysis and decision-making to their incorporation into ownership policies and
practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the investment industry
and to work together for their effective implementation.
13. Information about all agreements between the shareholders (their essence, conditions).
The Company's shareholders do not have mutual agreements.
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APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR
FORMULAS AND DEFINITIONS
In according with the guidelines on Alternative Performance Indicators which were published by the European Securities and
Markets Authority in 2015 and came into force on 3 July 2016, the Company provide definitions and formulas (below) of the
company's operating and financial indicators. The Company's performance and financial indicators are used to evaluate the
Company's financial position or status. For these indicators, the Company's investor can obtain additional information to help
understand the Company's financial position and strategy. All the information stated in Appendix 4 is provided on the website of
the Company (Company‘s web site section “For Investors“ → “Financial information and reports“ → “Formulas of performance
indicators“. The link: https://invltechnology.lt/lit/en/for-investors/reports/formulas-of-performance-indicators).
Book value per share
The book value per share shows the share of the owner's equity in the company's balance sheet per share. It is calculated by
dividing the total book value of the company (i.e. its equity, excluding the value of the preferred shares) by the number of ordinary
shares. The total book value of the company is equal to the company's assets minus its liabilities.
Assets - Liabilities
Book value per share = ———————————————————————————
Issued shares at the end of the reporting period
Hypothetically, this indicator can be interpreted as the amount that can be recovered by the shareholder if the company suddenly
ceases activities. Usually the price of a share is higher than the book value. This is because buying a share the company's future
cash flows are purchased rather than just past and present performance.
Total Net Asset Value
Net Asset Value (NAV) is the difference between the value of the assets owned by the investment company and the long-term and
short-term liabilities of the investment company. The Net Asset Value (or Equity) is calculated by subtracting the liabilities (including
management fee liabilities and success fee liabilities) from the assets. The Company's NAV may be equal to the Company's Equity.
NAV = Assets - Liabilities
Return on Equity (ROE)
Return on equity is an indicator for measuring how a company earns profits compared to its equity (book value). Thus, this indicator
shows how effectively the equity of the company (money and assets invested by the owners of the company) is used.
Net profit
ROE = ——————————
Equity
The higher the return on equity is, the more effective the company is, the more profit it earns for its shareholders. However, the
size of the ROE is highly dependent on the company's capital structure and the owner's equity of the company. If a company is
profitable, by increasing the debts of the company and thus reducing ownership, it can “rise” return on equity. Looking as purely
asymmetric, the fewer shareholders' equity, the higher the ROE rate. For this reason, the ROE indicator should be considered in
conjunction with the ROA.
Earnings per share (EPS)
Earnings per share (EPS) is an indicator attributed to a set of investment (value) indicators. This indicator shows the share of the
company's profits per ordinary share. When evaluating the indicator, the rule is the higher its value is the better. It should be
noted, however, that in different sectors of activity, the EPS indicators may vary considerably.
Net profit
EPS = ———————————————
Number of shares
Debt ratio
The debt ratio is calculated by comparing the company's debts (liabilities) with the assets of the company, so we can also call this
indicator a structural indicator that compares the amounts on different sides of the balance sheet. The debt ratio reflects what part
of the company's assets are acquired for borrowed funds. It is important for creditors because it shows how much their funds are
protected. The higher the index, the lower the security level. All debts of the company are divided by the total assets of the
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INVL TECHNOLOGY
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company, thus obtaining the value, the value of which says the debt of the assets of the company at the euro. Thus, the proportion
between debts and assets is revealed.
Debts
Debt ratio = —————————
Assets
Change in fair value
Fair value change - an indicator that shows the change in the fair value of an asset in absolute or percentage terms over the period.
The ratio of liquid assets to total assets
Liquid assets to total assets ratio - an indicator that shows the proportion of the company's assets in cash and cash equivalents
and assets that can be sold quickly and without significant costs at market price.
The ratio of investment to one operating company to net asset value
Investing in the operating company and the ratio of net assets is an indicator of the proportion (percentage) of the net asset
company invested in one company.
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APPENDIX 5. REMUNERATION REPORT
Brief overview of the Company's activities in 2021
INVL Technology, a company that invests in IT businesses, had equity of EUR 36.125 million at the end of 2021, which is 7.1%
more than a year earlier. Equity per share at the end of 2021 was EUR 2.9936 and, taking the buy-back of own shares into account,
increased 8.1% in the year.
The company had a net profit last year of EUR 2.6 million, a decrease of 45% compared to 2020. According to the unaudited figures,
the aggregated revenues of the company’s business holdings rose 10% in 2021 to EUR 40.3 million.
During the reporting period, the companies owned and managed by INVL Technology focused on solutions and products for the
public sector and large businesses, especially the financial sector, thus partially diversifying their markets. INVL Technology’s growth
was mainly driven by the growth of the cyber security company NRD CS. Challenges were posed, however, by the downturn in the
US dollar and declining demand for IT solutions and services in remote global markets, as well as by increased demand for IT
professionals and wage-related costs.
Management of the company
The management of INVL Technology is delegated to INVL Asset Management UAB (the Management Company), which also
performs the functions of the Board and the managers of INVL Technology. In that light, and given that in accordance with Article
373 of the Law on Companies of the Republic of Lithuania INVL Technology must approve a remuneration policy (hereinafter – the
Policy), it has been established that the Company is subject to the Policy of the Management Company, the provisions of which are
adapted to best show the transparency of the remuneration of the persons deemed to be managers of INVL Technology and the
accountability of the management, and to enable shareholders, potential investors and stakeholders to get a comprehensive and
reliable picture of the wages paid to each manager of INVL Technology. As of 12 May 2021, the Company also has a collegial
supervisory body – the Supervisory Board. The General Meeting of Shareholders of the Company held on 29 April 2021 approved
the remuneration policy for the Supervisory Board. For the purposes of this report, the managers of INVL Technology are deemed
to be the general manager of the Management Company, the members of the Board of the Management Company and the members
of the Closed-Ended Type Investment Company Investment Committee appointed by the Management Company (hereinafter – the
Management) as well as the members of the Supervisory Board.
Independent member of the Supervisory Board under the decision of General Meeting of Shareholders that was held in April 29 of
2021, receives an hourly remuneration of EUR 145 (excluding taxes) for its activities in the Supervisory Board of the Company.
Other members of the Supervisory Board do not receive remuneration for their current duties.
Official monthly wage
The base remuneration of Management includes a monthly salary, employee fees and additional benefits granted irrespective of
work results and paid to all employees who meet the relevant criteria established under the procedure in force at the Management
Company (e.g. pension contributions to voluntary pension funds). In addition to a monthly salary or other form of remuneration
received in a different form, a supplementary component may be paid – variable compensation which depends on the fulfilment
of the Company‘s annual business plan and/or budget and of the Management‘s specific plans and tasks. The monthly salary is
set in such a way as to ensure proper proportions between it and the bonus components. The monthly salary accounts for a
relatively large part of the total remuneration paid to enable the conduct of a flexible incentives policy.
Bonuses and the procedure for payment thereof
Bonuses, including any deferred components, may be granted and/or paid to the Management only when the Company’s financial
situation is sustainable, taking the Company's operating results into account, and only if the results of the Management’s annual
individual performance review are positive. In assessing the individual performance of the Management, non-financial criteria
are also considered, such as adherence to internal rules and procedures, communication with clients and investors, compliance
with rules, enhancement of professional qualifications, etc. If the financial results of the Company in a given year are negative
or the Company has failed to meet the established business objectives, the Company has the right to decide not to pay a bonus
or components of it, or to reduce the previously determined amount of a bonus or the payment amounts previously earned,
defining in advance the period for such non-payment or reduction, which may not be shorter than 1 year. No such adjustment
or deferral was made during the reporting period. Note that the Board of the Management Company has the right to demand
that the Management refund all or part of a bonus paid to it if it subsequently becomes clear that the bonus was paid due to
Management having acted in bad faith or errors in the accounts.
Bonuses are paid to Management in keeping with the following terms:
• 60% of the amount of a bonus is paid in a lump sum according to the procedure and timing established by
decision of the Board of the Management Company;
• the rest of the bonus (i.e., the remaining 40%) is paid to the employee on a pro rata basis over three years, i.e.
the deferred portion of the bonus is distributed proportionally over the entire deferral period, starting no earlier than 1 year after
the end of the employee’s performance assessment and disbursing the pro rata portion of the bonus on a yearly basis. In special
cases, the competent body of the Management Company has the right to set a longer deferral period (usually no longer than 5
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INVL TECHNOLOGY
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years) taking into consideration the business cycle of the Management Company’s operations and/or of a relevant collective
investment undertaking or pension fund as well as other criteria provided for in the law.
As a rule, bonuses are paid in cash. The Management Company, in accordance with the principle of proportionality, does not
require the mandatory payment of a certain part of a bonus in financial instruments. However, if the Management Company
offers such a possibility, the Management itself may choose to replace a bonus with other incentives – the granting of financial
instruments or their equivalent (stock options, contributions to a private pension fund).
After the termination of employment relations, regardless of the grounds for their termination, the deferred part of a bonus will
no longer be paid.
The variable remuneration component for 2021 will be allocated in 2022, after approval of the financial statements for 2021. In
allocating this part of remuneration, consideration will be given, inter alia, to the fact that during the reporting period INVL
Technology strengthened the structure of its three groups of companies, with a focus on increasing the value of the companies
by expanding their sales geography and new technologies, as well as by developing new services and products, especially in the
field of cyber security.
Remuneration of the general manager and Board members of the Management Company is calculated based on the proportion
of the Management Company's management income (including management and performance fee revenues) received from the
Company relative to the total income of the Management Company. The remuneration of the members of the Investment
Committee of the Company is calculated in accordance with the proportion of their time actually allocated to the Company's
management. The tables below present the remuneration amounts allocated and paid to Management for 2020 and 2021.
Breakdown of wages allocated and paid during 2021
Name Surname,
Position, ID code
1. Regular remuneration, in EUR
000s
2. Variable
remuneration, in
EUR 000s
3.
Onetime
payments,
in EUR 000s
4.
Contributions
to pension
funds, in EUR
000s
5.
Total
remunerat
ion, in
EUR 000s
6.
Portion of
variable
remunerati
on in %*
Official annual
remuneration
Other
payouts
Reward in
kind
Annual
bonuses
Multiannual
results
bonuses
*
Laura
Križinauskienė,
General manager of
the Company
ID code – sensitive
date
4.66
-
-
2.74
-
-
1.31
8.71
31,46
Darius Šulnis,
Chairman of the
Board of the
Management
company
ID Code –
sensitive data
1.83
-
-
-
-
-
-
1.83
-
Nerijus Drobavičius,
member of the Board
of the Management
company, ID code –
sensitive date
3.73
-
-
2.86
-
-
0.01
6.6.
43,33
Vytautas Plunksnis,
Member of the
Board of the
Management
Company and
Investment
Committee, ID
Code –
sensitive date
2.86
-
-
0.64
-
-
0.56
4.06
15,76
Kazimieras
Tonkūnas,
Chairman of the
Investment
Committee, ID code
– sensitive data
188.13
-
-
-
-
19.42
207.55
-
Vida Tonkūnė,
Member of the
Investment
Committee, ID code
– sensitive data
24.70
-
-
-
-
-
0.5
25.2
-
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INVL TECHNOLOGY
ANNUAL REPORT FOR 2021
Breakdown of wages allocated and paid during 2020
Name, surname,
position
1. Regular remuneration, in EUR
000s
2. Variable
remuneration, in EUR
000s
3.
Onetime
payments, in
EUR 000s
4.
Contributions
to pension
funds, in EUR
000s
5.
Total
remunerati
on, in EUR
000s
6.
Portion of
variable
remunerati
on in %*
Official
annual
remuneration
Other
payouts
Reward
in kind
Annual
bonuses
Multiannual
results
bonuses*
Laura Križinauskienė,
General manager of
the Company
ID code – sensitive
date
5.17
-
-
1.30
-
-
1.28
7.75
16,80
Darius Šulnis,
Chairman of the
Board of the
Management
company
ID Code – sensitive
data
2.71
-
-
-
-
-
-
2.71
-
Nerijus Drobavičius,
member of the Board
of the Management
company, ID code –
sensitive date
3.72
-
-
-
-
-
0.01
3.73
-
Vytautas Plunksnis,
Member of the
Board of the
Management
Company and
Investment
Committee, ID
Code –
sensitive date
3.69
-
-
-
-
-
0.55
4.24
-
Kazimieras
Tonkūnas,
Chairman of the
Investment
Committee, ID
code – sensitive
data
188.134
-
-
-
-
-
17.09
205.43
-
Vida Tonkūnė,
Member of the
Investment
Committee, ID code
– sensitive data
24.44
-
-
-
-
-
0.39
24.83
-
*There was no distribution of the amounts of salaries assigned and paid in other companies of the Company's group neither in 2021 nor in 2020.
As a rule, bonuses are paid in cash. The Management Company, in accordance with the principle of proportionality, does not require
mandatory payment of a certain part of a bonus in financial instruments. The managers of the Company have not been granted
shares of the Company, nor have any Company stock option agreements been signed with them. Under the Policy of the
Management Company, which is in force at the Company, all or part of variable remuneration to an employee of the Management
Company, at the employee’s choice may be allocated in the form of options of Invalda INVL AB. Their pro rata payment is realized
through the assignment of shares (i.e., the grant or obtaining of the right to acquire the relevant quantities of shares on different
terms) under the procedures and conditions laid down in the option agreements.
Comparison of wages allocated and paid over the last five years
As management of the Company is delegated to the Management Company and the Company itself has neither formed management
bodies nor employees, comparison is not possible for annual changes in remuneration or changes in full-time equivalent average
remuneration for employees of the Company who are not members of management and supervisory bodies.
Since only the remunerations of the members of the Investment Committee of the Company are calculated on the basis of the
actual part of their time allocated to the management of the Company and their remunerations depend on the performance of the
Management Company related to the activities of the Company, the table below reflects only the remunerations of the members of
the Investment Committee and the financial results of the Company. It is also not possible to provide information on annual changes
in the remuneration of the members of the Supervisory Board or their average remuneration, as the members of the Supervisory
Board did not receive any remuneration.
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Name, surname, position,
ID code*
2017 (in EUR
000s)
2018 (in EUR
000s)
2019 (in EUR
000s)
2020 (in EUR
000s)
2021 (in EUR
000s)
Kazimieras Tonkūnas,
Chairman of the Investment
Committee
144.75
142.03
206.28
205.43
207.55
Vida Tonkūnė, member of the
Investment Committee
-
17.8
24.78
24.83
25.19
Vytautas Plunksnis, Member
of the Investment Committee
4.1
5.05
3.72
4.24
4.06
Nerijus Drobavičius, member
of the Investment Committee
4.52
3.97
3.32
3.73
6.60
*Total remuneration received from the Company and other companies of the Group
Results of the Company 2017 – 2021
2017
(thous. EUR)
2018
(thous. EUR)
2019
(thous. EUR)
2020
(thous. EUR)
2021
(thous. EUR)
Net profit per share*
0,34
0,35
0,08
0,39
0,22
Net profit
4 084
4 213
933
4 767
2 621
Assets
25 877
28 150
29 080
35 404
38 651
* Recalculated with the par value per share at EUR 0,29
The Company's Remuneration Report, together with the Policy, is publicly available on INVL Technology website at
www.invltechnology.lt.
PricewaterhouseCoopers UAB, J. Jasinskio str. 16B, 03163 Vilnius, Lithuania
+370 (5) 239 2300, lt_vilnius@pwc.com, www.pwc.lt
Company code 111473315, registered with the Legal Entities’ Register of the Republic of Lithuania
Independent auditor’s report
To the shareholders of INVL Technology UTIB
Report on the audit of the financial statements
Our opinion
In our opinion, the financial statements give a true and fair view of the financial position of INVL
Technology UTIB (the “Company”) as at 31 and of the Company’s financial performance and cash
flows for the year then ended in accordance with International Financial Reporting Standards as
adopted by the European Union.
Our opinion is consistent with our additional report to the Audit Committee dated 6 April 2022.
What we have audited
The Company’s financial statements comprise:
● the statement of comprehensive income for the year ended 31 December 2021;
● the statement of financial position as at 31 December 2021;
● the statement of cash flows for the year then ended;
● the statement of changes in equity for the year then ended; and
● the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the
International Ethics Standards Board for Accountants (IESBA Code) and the Law of the Republic of
Lithuania on the Audit of Financial Statements that are relevant to our audit of the financial statements
in the Republic of Lithuania. We have fulfilled our other ethical responsibilities in accordance with the
IESBA Code and the Law of the Republic of Lithuania on the Audit of Financial Statements.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company are in accordance with the applicable law and regulations in the Republic of Lithuania
and that we have not provided non-audit services that are prohibited under Article 5(1) of Regulation
(EU) No 537/2014 considering the exemptions of Regulation (EU) No 537/2014 endorsed in the Law
of the Republic of Lithuania on the Audit of Financial Statements.
We have not provided to the Company any non-audit services, in the period from 1 January 2021 to
31 December 2021.
Our audit approach
Overview
Materiality
● Overall Company materiality: EUR 361 thousand
Key audit matters
● Valuation of investments
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including, among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Company materiality for the financial statements as a whole as set out in the table
below. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
if any, both individually and in aggregate on the financial statements as a whole.
Overall Company materiality
EUR 361 thousand (2020: EUR 337 thousand)
How we determined it
1% of total equity
Rationale for the materiality
benchmark applied
We chose the equity as the benchmark because, in our view,
it is an appropriate measure of the size of the entity, and
changes in it indicate the performance of the Company.
Therefore the value of equity and changes in it are commonly
utilised by stakeholders of investment companies, and they
are generally accepted benchmarks. The key driver of the
business and determinant of the Company’s value is the
value of investments into various IT businesses. For this
reason, the key area of focus in the audit of the financial
statements was the valuation of investments.
We chose 1%, which is within the range of acceptable
quantitative materiality thresholds.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above EUR 36 thousand, as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Valuation of investments (financial assets at
fair value through profit or loss)
Refer to Note 4 to the financial statements.
The Company is an investment entity and
classifies its investments in equity securities,
as financial assets at fair value through profit
or loss. Management estimated the fair value
of the financial assets to be EUR 35 365
thousand as at 31 December 2021, as
compared to EUR 32 652 thousand as at 31
December 2020. The net change in fair value
of financial assets was recorded as a gain of
EUR 2 713 thousand in the statement of
comprehensive income.
The valuation of investments was based on the
values determined by independent valuers.
The Company’s investments in subsidiaries
are not traded in an active market and the fair
value is determined by using discounted cash
flows method.
Given the significant carrying value of
investments, the revaluation to fair value has a
significant impact on the financial statements.
We focused on this area as the fair values are
dependent upon significant estimates involved
in performing the valuation, and they are very
sensitive to the inputs and assumptions
underlying those valuations. In particular, the
most significant estimates relate to discount
rates, long-term growth rate and free cash flow
forecasts made by the management for the
period of 5 years. Free cash flows were
calculated as operating profit after tax plus
depreciation, adjusted by change in working
capital and decreased by capital expenditure.
For the above-mentioned reasons, due to
existence of significant estimation uncertainty,
we determined this area as a key audit matter.
Our procedures in relation to management’s
valuation of investments included as follows:
• evaluation of the independent external valuers’
competence, capabilities and objectivity;
• assessment of the methodologies used and
appropriateness of key assumptions and inputs
based on our knowledge of IT industry;
• testing, on a sample basis, whether specific
information supplied to the valuers reflected the
underlying information on financial performance of
investments held by the Company;
• testing the data inputs underpinning the
valuation for a sample of investments, including
sales, profitability ratios, capital expenditure, by
agreeing them back to the supporting
documentation.
Because of the subjectivity involved in
determining the value of investments and
existence of alternative assumptions and
valuation methods, we have reviewed the
sensitivity analysis of the fair value of investments
to changes in key assumptions, which was
prepared by the independent valuer.
We also considered whether or not there was bias
in determining individual values.
We also considered the adequacy of disclosures
in Note 4.
Reporting on other information including the annual report
Management is responsible for the other information. The other information comprises the annual
report, including the corporate governance report and the remuneration report (but does not include
the financial statements and our auditor’s report thereon).
Our opinion on the financial statements does not cover the other information, including the annual
report.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.
With respect to the annual report, we considered whether the annual report includes the disclosures
required by the Law of the Republic of Lithuania on Financial Reporting by Undertakings.
Based on the work undertaken in the course of our audit, in our opinion:
● the information given in the annual report for the financial year for which the financial statements
are prepared, is consistent with the financial statements; and
● the annual report has been prepared in accordance with the Law of the Republic of Lithuania on
Financial Reporting by Undertakings.
In addition, in light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we are required to report if we have identified material misstatements in the
annual report which we obtained prior to the date of this auditor’s report. We have nothing to report in
this regard.
Responsibilities of management and those charged with governance for the financial
statements
Management is responsible for the preparation of the financial statements that give a true and fair
view in accordance with International Financial Reporting Standards as adopted by the European
Union, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and have communicated with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on other legal and regulatory requirements
Report on the compliance of the format of the financial statements with the requirements of the
European Single Electronic Reporting Format
The European single electronic reporting format has been applied by the management of the
Company to the Company’s financial statements to comply with the requirements of Article 3 of
Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive
2004/109/EC of the European Parliament and of the Council with regard to regulatory technical
standards on the specification of a single electronic reporting format (the “ESEF Regulation”). These
requirements specify the Company’s obligation to prepare its financial statements in a XHTML format.
We confirm that the European single electronic reporting format of the financial statements for the year
ended 31 December 2021 complies with the ESEF Regulation in this respect.
Appointment
We were first appointed as auditors of the Company for the year 2014. Our appointment has been
renewed annually by shareholders’ resolution representing a total period of uninterrupted engagement
appointment of 8 years.
The key audit partner on the audit resulting in this independent auditor’s report is Rasa Selevičienė.
On behalf of PricewaterhouseCoopers UAB
/signed with electronic signature/
Rasa Selevičienė
Assurance Director
Auditor's Certificate No. 000504
Vilnius, Republic of Lithuania
6 April 2022
The auditor's electronic signature is used herein to sign only the Independent Auditor's Report