Published: 2019-04-26 08:45:00 CEST
INVL Baltic Real Estate
General meeting of shareholders

Resolutions of the General Ordinary Shareholders meeting of INVL Baltic Real Estate

The resolutions of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate that was held on 26 April 2019:

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).

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.

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).

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.

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.

4. 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 period6,415
Net profit (loss) for the financial year3,372
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 total9,787
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 year7,204

*0.13 EUR is paid per share.

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

    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.

6. 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.

7Regarding 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.


Regarding the dividend payment for the shareholders and ex-date: 

Persons, who will be shareholders of INVL Baltic Real Estate at the end of 13 May 2019, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 10 May 2019. From that date the new owner of the shares of INVL Baltic Real Estate, ISIN code LT0000127151, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2018.

Regarding the Audit Committee report of the Company:

According to the Regulations of the Audit Committee of INVL Baltic Real Estate (approved during the General Shareholders Meeting of the Company that was held on 11 April 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

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

Attachments


Articles of Association of INVL Baltic Real Estate_project.pdf
INVL Baltic Real Estate_Depository services agreement_project.pdf
Audit Committee report_for the year 2018.pdf
INVL Baltic Real Estate_annual audited information_the year 2018.pdf