Published: 2020-12-23 08:22:05 CET
INVL Baltic Real Estate
General meeting of shareholders

Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue

Special closed-ended type real estate investment company INVL Baltic Real Estate, legal entity code 152105644, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company”), informs that on the initiative and decision of management company UAB „INVL Asset Management“ (hereinafter – “the Management Company“) the General Extraordinary Shareholders Meeting (hereinafter- “the Meeting”) is to be held on 14 January 2021.

The place of the Meeting: the office of INVL Baltic Real Estate, the address Gyneju str. 14, Vilnius.

Considering that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020, was extended until 31 January 2021 - the management of the Company strongly urges the shareholders of the Company to exercise the right to vote on the issues on the agenda of the Meeting by submitting duly completed general ballot papers to the Company. More information on the rights and obligations of shareholders is provided at the end of this notice.

The Meeting will start at 9:00 a.m. (registration starts at 8.30 a.m.).

The Meeting’s accounting day 7 January 2021 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting).

The total number of the Company's shares is 13,150,000 shares. Considering that the Company has acquired its own shares, the total number of votes at the Company's shareholders' meeting is 13,049,569 votes.

Agenda of the Meeting:

  1. Deciding on the amendment of the Articles of Association of Company, approval of new wording of the Articles of Association and appointment of the authorized person to sign new wording of the Articles of Association;
  2. Deciding on the approval of the application of the principles of setting the Performance Fee;
  3. Deciding on buy-back of shares of Company due to the material change of the Articles of Association;
  4. Deciding on the main principles of the procedure for buy-back of shares of the Company.

Draft resolutions of the Meeting:

1. Deciding on the amendment of the Articles of Association of Company, approval of new wording of the Articles of Association and appointment of the authorized person to sign new wording of the Articles of Association

1.1. In accordance with the recommendations of the Management Company (attached), to approve the new wording of the Articles of Association of the Company (draft Articles of Association attached), by changing the entire text of the Articles of Association (without further approval of the amendment of individual clauses of the Articles of Association).

1.2. To authorize Vytautas Bakšinskas (with the right to reauthorize) to sign the new wording of the Articles of Association of the Company and to register Articles of Association according to the procedures stated in the legal acts and approved by the General Shareholders Meeting.

2. Deciding on the approval of the application of the principles of setting the Performance Fee

2.1. To confirm that the actions of the Management Company related to the determination and/or payment of the Performance Fee, which it has performed and/or could have performed since 22 December 2016 prior to the adoption of this resolution of the Meeting, if they were performed following the methodology for determining the Performance Fee, as described in the draft Articles of Association of the Company (specified in the first issue of the agenda), were appropriate and in the interests of the Company's shareholders.

3. Deciding on buy-back of shares of Company due to the material change of the Articles of Association

3.1. Considering that decisions to change material provisions of the document of incorporation of the Company create an obligation for the Company to buy back shares of the Company from the Company's shareholders, which are requesting it, to establish that if the shareholders of the Company adopt a positive decision on 1.1. item on the agenda of the Meeting, the Company's shares must be redeemed from the Company's shareholders who object to essential changes to the instruments of incorporation or do not participate in the Meeting or who have abstained from voting and requesting the redemption of shares in accordance with the detailed procedure established by the General Meeting of Shareholders of the Company and the Management Company.

4. Deciding on the main principles of the procedure for buy-back of shares of the Company

4.1. To establish that the buy-back of shares of the Company, mandatory according to the essential changes in the Company‘s operational activities, shall be conducted in keeping with these provisions:

4.1.1.  the purpose of acquisition of shares of the Company is to ensure due implementation of article 155 of the Republic of Lithuania Law on Collective Investment Undertakings;

4.1.2. the maximum number of shares that the Company may buy-back (acquire) is the total number of shares issued by the Company less the number of shares by which essential changes to the instruments of incorporation were approved and by the number of shares acquired by the Company itself;

4.1.3. only shareholders who (i) voted against the approval of the new version of the Company's Articles of Association, or (ii) abstained from voting on the approval of the new version of the Company's Articles of Association, or (iii) did not participate in the Meeting will have the right to redeem their shares;

4.1.4. the shares repurchased from the shareholders of the Company will be canceled by the decision of the General Meeting of Shareholders;

4.1.5. provided with information about the possibility to express opposition to changes in the articles of association and at the same time to demand the buy-back of shares of the Company which they hold, for:

(a) shareholders, whose correspondence addresses are known to the Management Company, shall be, by registered letter, sending notifications to the shareholders’ correspondence addresses known to the Management Company and announcing the information publicly (shareholders shall be deemed to have received the corresponding personal notifications 10 calendar days after they were sent (unless the Management Company receives confirmation of the delivery of notifications at an earlier date));

(b) shareholders, whose correspondence addresses are not known to the Management Company, the information will be made public (the Shareholders will be deemed to have received the relevant information within 10 calendar days after submission of the information via the Nasdaq Vilnius Information System);

4.1.6. shareholders of the Company shall have the right to express opposition and demand the buy-back of their shares within 2 calendar months, calculated from later of the term specified in paragraph 4.1.5;

4.1.7. the Company's shares will be redeemed and settled in stages. Each stage of the submission of the Company's shares for redemption will last for 14 calendar days, after which the submitted shareholder's order to redeem his shares of the Company will become irrevocable. The first stage will start on the later of the days mentioned in point 4.1.5 (inclusive) and end on the fourteenth day (including it and in accordance with the general rules for setting deadlines, if this day coincides with non-working days or holidays or days when there will be no trading in the place where the Company's shares are traded). The next redemption stages will start and end accordingly, but the last fourth redemption stage will last until the end of the share redemption procedure;

4.1.8. funds in exchange of shares submitted for the buy-back will be settled in thirty calendar days  from the day (excluding it) on which the order of the respective shareholder of the Company to redeem his shares of the Company becomes irrevocable (in the entire period up to such date the shareholders of the Company will be able to cancel their order);

4.1.9. shareholders objecting to essential changes to the instruments of incorporation are not required to submit a separate objection, as their corresponding submission of their shares for buy-back shall be considered as their objection to the proposed changes;

4.1.10. the price of the shares being bought back shall be equal to the last net asset value per share of the Company, publicly announced together with or before the adoption of a decision by the Board of the Management Company setting out the detailed rules for the redemption of the Company's shares (if at any time during the redemption period, the Company would (i) distribute and/or pay a portion of the profits to the shareholders, and/or (ii) make a decision to otherwise disburse the funds to the shareholders of the Company, the Management Company will reduce the price of the redeemed shares of the Company after such action);

4.1.11. the number of shares that a shareholder may relinquish to the Company shall be deemed equal to the number of shares of the Company that the shareholder in question held at the end of the accounting day for the shareholders meeting, shareholders who submit more shares of the Company for buy-back than the largest number of shares they hold that can be submitted for buy-back as defined in this section will be required to compensate all the losses of the Company, the Management Company and other shareholders of the Company which arise for that reason;

4.1.12. the Company‘s shares repurchased by the Company shall be canceled not later than within 12 months after their acquisition by reducing the authorized capital of the Company accordingly;

4.1.13. once the Meeting of the Company has approved the proposed decisions and an obligation has arisen for the Company to buy back the shares of the Company of shareholders opposing the decisions or not participating in the Meeting or abstaining from voting, the Management Company shall arrange and approve a detailed procedure for the buy-back of the Company’s shares, according to which the buy-back of the Company’s shares shall be carried out.

The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting, and other information related to the realization of shareholders' rights are published on the Company’s website www.invlbalticrealestate.lt section For investors, and also by prior agreement available at the premises of the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Considering that on the day of publication of this notice, quarantine is in force on the territory of the Republic of Lithuania, which was extended until 31 January 2021 - we invite the Company's shareholders to give priority to getting acquainted with the information provided in the "For investors" section of the Company's website. Phone for information +370 5 279 0601.

The shareholders are entitled:

    1. to propose to supplement the agenda of the 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 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending a proposal to the Company by e-mail breinfo@invl.com (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). The agenda is supplemented if the proposal is received no later than 14 days before the 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;
    2. to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting at any time prior to the date of the Meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending a proposal to the Company by e-mail breinfo@invl.com (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail) or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
    3. to submit questions to the Company related to the issues of the agenda of the Meeting in advance but no later than 3 business days prior to the Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending a proposal to the Company by e-mail breinfo@invl.com (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). All answers related to the agenda of the Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the Meeting or simultaneously to all shareholders of the Company prior to the 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 a special form of power of attorney. 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 legalised in the manner established by law. The persons with whom shareholders concluded the agreements on the disposal of voting rights, also have the right to attend and vote at the Meeting.

The 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 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 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.

Shareholders of the Company are urged to use the right to vote on the issues in the agenda of the Meeting by submitting properly completed general voting bulletins to the Company in advance. The form of the general voting bulletin is presented at the Company's webpage www.invlbalticrealestate.lt 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 no later than 10 days prior to the Meeting free of charge. If a general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.

Considering that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020, was extended until 31 January 2021 - the management of the Company strongly urges the shareholders of the Company to exercise the right to vote on the issues on the agenda of the Meeting by submitting duly completed general ballot papers to the Company. All alternatives for participation in the Meeting:

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Alternative No. 1:

A shareholder or person authorised by them should complete and sign a written voting bulletin and send it to the Company by e-mail (breinfo@invl.com) and send the original bulletin by registered or ordinary post to the address Gynėjų str. 14, LT-01109 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gynėjų str. 14, LT-01109 Vilnius without submitting a copy to the e-mail address specified or delivered in person to the Company on business days at the Company‘s registered address mentioned above (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). Along with a bulletin, a document confirming the right to vote must also be sent. Those voting bulletins shall be deemed valid which are properly completed and are received before the start of the Meeting.

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Alternative No. 2:

A shareholder or person authorised by them should complete a written voting bulletin, save it on their computer, and sign it with a qualified electronic signature. Send the written voting bulletin which is properly completed and signed with a qualified electronic signature to the Company by e-mail at breinfo@invl.com.

The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign

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Alternative No. 3:

If shareholders of the Company do not have the possibility to use voting alternatives No. 1 or No. 2, the Company will provide conditions for the shareholders or persons duly authorised by them to come on 14 January 2021 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

We stress that safety recommendations must be followed by shareholders regarding the use of safety measures and maintaining distance.

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

Attachments



INVL Asset Management_Statement to the shareholders meeting of INVL BRE.pdf
INVL Baltic Real Estate_Recommendation to the shareholders meeting.pdf
INVL Baltic Real Estate_Project of Articles of Association.pdf
INVL BRE_General Voting Bulletin.pdf