Published: 2019-04-05 08:50:00 CEST
INVL Baltic Real Estate
General meeting of shareholders

Convocation of the Ordinary General Shareholders Meeting of INVL Baltic Real Estate and draft resolutions

On the initiative and decision of the Management company of INVL Baltic Real Estate the Ordinary General Shareholders Meeting of INVL Baltic Real Estate (identification code 152105644, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be held on 26 April 2019 at 9:00 a.m. in the premises located in Gyneju str. 14, Vilnius).

Registration of the shareholders will start at 8:30 a.m.

The total amount of the shares of the Company and the amount of shares granting voting rights during the Ordinary General Shareholders Meeting is the same and amounts to 13,150,000. ISIN code of the shares of the Company is LT0000127151.

Persons who are shareholders of the Company at the end of the General Shareholders Meeting accounting day, i.e. 18 April 2019, will have a right to participate and vote at the General Shareholders Meeting personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded.

The day of accounting of rights is 13 May 2019.


The agenda of the Ordinary General Shareholders Meeting of INVL Baltic Real Estate includes:

  1. Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report for 2018
  2. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the special closed-ended type real estate investment company INVL Baltic Real Estate
  3. Approval of the consolidated and stand-alone financial statements for 2018 of the special closed-ended type real estate investment company INVL Baltic Real Estate
  4. Resolution regarding profit distribution of the special closed-ended type real estate investment company INVL Baltic Real Estate
  5. Resolution regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate
  6. Resolution regarding purchase of own shares of the special closed-ended type real estate investment company INVL Baltic Real Estate
  7. Resolution regarding approval of the Amendment of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas


Draft resolutions of the Ordinary General Shareholders meeting of INVL Baltic Real Estate:

  1. Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report for 2018

    Shareholders of the special closed-ended type real estate investment company INVL Baltic Real Estate are presented with the consolidated annual report of Baltic Real Estate for 2018 (there is no voting on this issue of agenda).
  1. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the special closed-ended type real estate investment company INVL Baltic Real Estate.

Shareholders of the special closed-ended type real estate investment company INVL Baltic Real Estate are presented with the independent auditor's report on the financial statements and consolidated annual report of INVL Baltic Real Estate (there is no voting on this issue of agenda).

  1. Approval of the consolidated and stand-alone financial statements for 2018 of the special closed-ended type real estate investment company INVL Baltic Real Estate.

To approve the consolidated and stand-alone financial statements for 2018 of the special closed-ended type real estate investment company INVL Baltic Real Estate.
 

  1. Resolution regarding profit distribution of the special closed-ended type real estate investment company INVL Baltic Real Estate.

To distribute profit of the special closed-ended type real estate investment company INVL Baltic Real Estate as follows:

Article (thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period 6,415
Net profit (loss) for the financial year 3,372
Profit (loss) not recognized in the income statement of the reporting financial year -
Transfers from reserves -
Shareholders contributions to cover loss -
Distributable profit (loss) in total 9,787
Profit distribution: (2,583)
- Profit transfers to the legal reserves (169)
-Profit transfers to the reserves for own shares acquisition (704)
- Profit transfers to other reserves -
- Profit to be paid as dividends* (1,710)
- Profit to be paid as annual payments (bonus) and for other purposes -
Retained earnings (loss) at the end of the financial year 7,204

*0.13 EUR is paid per share.

  1.  Resolution regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate

    5.1. In accordance with the Law on Companies of the Republic of Lithuania, the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the new wording of Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate (attached), replacing the entire text of the Articles of Association (without separately approving the amendment of each clause of the Articles of Association).

   5.2. Taking into account that provisions of a part 5 of the Article 76 of the Law of the Republic of Lithuania on Collective Investment Undertakings permits to register the amendments to the Articles of Association of the closed-end investment companies at the Register of Legal Entities only after they are approved by the supervisory authority, to instruct the management company to apply to the Bank of Lithuania in accordance with the procedure established by legal acts for approval of the amendments to the Articles of Association of the Company. In case the Bank of Lithuania does not approve a part of the amendments made in the  Articles of Association of the Company, to instruct the Management Company to amend the wording of the Articles of Association approved by the decision of this General Shareholders Meeting, leaving both the provisions of the old version of the Articles of Association in force, the approval of which wasn’t received by the Bank of Lithuania, and provisions of the new wording that has been approved by the Bank of Lithuania.

   5.3. To authorise Vytautas Bakšinskas, the real estate fund manager of UAB INVL Asset Management, to sign the new wording of the Articles of Association or the Management Company‘s amended version of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate.

  1. Resolution regarding purchase of own shares of the special closed-ended type real estate investment company INVL Baltic Real Estate

Taking into account the decisions of this General Shareholders Meeting on the item 4 of the agenda, to authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and to purchase shares in the special closed-ended type real estate investment company INVL Baltic Real Estate by the rules mentioned below:

  1. The goal for the purchase of own shares - discount reduction between the net asset value and the market share price of the special closed-ended type real estate investment company INVL Baltic Real Estate and the possibility to sell its shares to the shareholders;
  2. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital of the special closed-ended type real estate investment company INVL Baltic Real Estate or 1,315,000 units of shares in the Company;
  3. The period during which the special closed-ended type real estate investment company INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this resolution;
  4. The maximum and minimal shares acquisition price of the special closed-ended type real estate investment company INVL Baltic Real Estate:  the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price - EUR 1.00;
  5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale  price  of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
  6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

7. Regarding approval of the Amendment of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas

Seeking to determine a clearer agreement between the depositary service provider and the management company on the implementing of the sharing functions related to money laundering and terrorist financing prevention, to approve the Amendment of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas.


The Board of UAB INVL Asset Management, the Management Company of the special closed-ended type real estate investment company INVL Baltic Real Estate, based on the 100th and 101st clauses of the current version of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate, confirms that changes made in the Company's founding documents submitted for this General Shareholders Meeting are not essential (enclosed).


The Investment Committee of the special closed-ended type real estate investment company INVL Baltic Real Estate, acting on behalf of the Management Company, in accordance with Clause 123 of the Company's Articles of Association, presents its recommendations and indicates the consequences of the respective decision to the General Shareholders Meeting (enclosed).


The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the office of INVL Baltic Real Estate (Gyneju str. 14, Vilnius) during working hours.

The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted 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 str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email breinfo@invl.com. The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email breinfo@invl.com) 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 str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email breinfo@invl.com. 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.

Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. A power of attorney issued by a natural person must be certified by a notary. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.

Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. No notarisation 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 e-mail breinfo@invl.com not later than on the last business day before the General Shareholders 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.

The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication.

Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company's webpage www.invlbalticrealestate.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 str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General Shareholders Meeting.

        

 The person authorized to provide additional information:
         Real Estate Fund Manager of Management Company
         Vytautas Bakšinskas
         E-mail vytautas.baksinskas@invl.com

Attachments


INVL Baltic Real Estate_annual audited information_the year 2018.pdf
INVL Baltic Real Estate_General Voting Bulletin.pdf
Articles of Association of INVL Baltic Real Estate_project.pdf
INVL Baltic Real Estate_recommendation to the shareholders meeting.pdf
INVL Asset Management_statement to the shareholders meeting of INVL BRE.pdf
INVL Baltic Real Estate_Depository services agreement_project.pdf