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

    Convocation of the General Ordinary 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 or INVL Baltic Real Estate), informs that on the initiative and decision of the management company UAB „INVL Asset Management“ (hereinafter – the Management Company), the General Ordinary Shareholders Meeting (hereinafter - the Meeting) is to be held on 30 April 2024.

The place of the Meeting: the office of Company, the address Gyneju str. 14, Vilnius.

The Meeting will start at 08:00 a.m. (registration starts at 07:45 a.m.).

The Meeting’s accounting day 23 April 2024 (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 day of accounting of rights is 15 May 2024.

The total number of the Company's shares is 8,061,414 shares.

Agenda of the Meeting:

1. Presentation of the Company‘s consolidated annual report for 2023.
2. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the Company.
3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), participation of the Company in the reorganisation and the draft of the remuneration report.
4. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2023.
5. Approval of the consolidated and stand-alone financial statements for 2023 of the Company.
6. Deciding on profit distribution of the Company.
7. Presentation of the Company‘s Management Company‘s statement on the share purchase price.
8. Regarding the purchase of own shares of the Company.
9. Regarding the approval of participation of the Company in the reorganisation and preparation of the terms of reorganisation.
10. Regarding the determination of the remuneration of the Audit Committee members of the Company.
11. Regarding the Report of the Audit Committee of the Company.

Draft resolutions of the Meeting:

1.  Presentation of the Company‘s consolidated annual report for 2023

1.1. Shareholders of the Company are presented with the consolidated annual report of the Company for 2023 (attached) (there is no voting on this issue of agenda).

2. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the Company

2.1. Shareholders of the Company are presented with the independent auditor's report on the financial statements and consolidated annual report of the Company (attached) (there is no voting on this issue of agenda).

3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), participation of the Company in the reorganisation and the draft of the remuneration report

3.1. Shareholders of the Company are presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), participation of the Company in the reorganisation and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).

4. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2023

4.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2023 (attached).

5. Approval of the consolidated and stand-alone financial statements for 2023 of the Company

5.1. To approve the consolidated and stand-alone financial statements for 2023 of the Company.

6. Deciding on profit distribution of the Company

6.1. To distribute profit of the Company as follows:

Article	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period	4,981
Net profit (loss) for the financial year	699
Profit (loss) not recognized in the income statement of the reporting financial year	-
Shareholders contributions to cover loss	-
Distributable profit (loss) at the end of the financial year of the reporting period	5,680
Transfers from reserves	-
Distributable profit (loss) in total	5,680
Profit distribution:
- Profit transfers to the legal reserves	-
-Profit transfers to the reserves for own shares acquisition	-
- Profit transfers to other reserves	-
- Profit to be paid as dividends*	(726)
- Profit to be paid as annual payments (bonus) and for other purposes	-
Retained earnings (loss) at the end of the financial year	4,954

*0.09 EUR is paid per share

7. Presentation of the Company‘s Management Company‘s statement on the share purchase price

7.1. Shareholders of the Company are presented with the Company‘s Management Company‘s statement on the share purchase price (attached) (there is no voting on this issue of agenda).

8. Regarding the purchase of own shares of the Company

8.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and after evaluation of the economic viability to purchase shares in INVL Baltic Real Estate by the rules mentioned below:

1. The goal for the purchase of own shares – to reduce the authorized capital of the Company by cancelling the shares purchased by the Company;
2. the maximum number of shares to be acquired could not exceed 1/10 of the authorised capital of the Company;
3. the period during which the Company may purchase its own shares is 18 months from the day of this resolution;
4. the maximum one share acquisition price – the last announced net asset value per share;
5. the minimal one share acquisition price – EUR 1.45;
6. the conditions of the selling of the purchased shares and minimal selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined. The shares acquired by the Company may be cancelled by decision of the General Meeting of Shareholders;
7. the Management Company is delegated on the basis of this resolution, the Law on Companies of the Republic of Lithuania and other legal acts, to make specific decisions regarding the purchase of the Company’s own shares, to organize procedure of purchase of own shares, determine the method and procedure for purchase of own shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), timing as well as the amount of shares and shares’ price, and to complete all other actions related with purchase procedure of own shares.

8.2. To initiate a reduction of the Company's authorized capital by cancelling the shares acquired by the Company only if 100,000 or more of the Company's shares have been purchased during the period of purchase of its own shares.

8.3. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 18 April 2023 regarding acquisition of the Company's own shares shall expire.

9. Regarding the approval of participation of the Company in the reorganisation and preparation of the terms of reorganisation

9.1. To approve the participation of INVL Baltic Real Estate in the reorganisation by means of a merger, during which the subsidiary AB Pramogų bankas, legal entity code 300044665, registered in Vilnius, A. Stulginskio str. 8, would be merged to INVL Baltic Real Estate, which will continue to operate after the reorganisation is completed and AB Pramogų bankas will be removed from the Register of Legal Entities.

9.2. Pursuant to Article 63(1) of the Republic of Lithuania Law on Companies (hereinafter − LC), which provides that the boards of the companies being reorganised and the companies participating in reorganisation (if the boards are not formed, the company managers) must, subject to obtaining of the approval of the General Meeting of Shareholders, draw up the terms of reorganisation of the company, to approve the preparation of the terms of reorganisation of INVL Baltic Real Estate and AB Pramogų bankas.

9.3. As INVL Baltic Real Estate owns all the shares of the company being merged − AB Pramogų bankas, the shares are subject to the provisions of Article 70 of the LC, which provides that Clauses 4, 5, 6, and 7 of Part 1 and Parts 2, 3, 4, and 5 of Article 63, Article 64, Clauses 4 and 5 of Part 2 and Parts 5, 6 of Article 65, Parts 1, 2 of Article 67, Part 6 of Article 69 of the LC shall not apply to the merger where the company resulting from the reorganisation is the holder of all shares in the company being merged, i.e.:

9.3.1. The conditions for reorganisation shall not include:

− the ratio of the exchange of shares of the company ending after the reorganization − AB Pramogų bankas to the shares of the company operating after the reorganisation − INVL Baltic Real Estate, its justification, the number of shares of the company resulting from the reorganisation and their nominal value, as well as the rules on the distribution of shares to shareholders (Clause 4 of Part 1 of Article 63 of the LC does not apply);

− the company operating after the reorganisation − INVL Baltic Real Estate, the procedure and time limits for the issue of shares to their shareholders (Clause 5 of Part 1 of Article 63 of the LC does not apply);

− the difference in the price of shares owned and received by the shareholders of the company operating after the reorganisation − INVL Baltic Real Estate, paid in cash (Clause 6 of Part 1 of Article 63 of the LC does not apply);

− the moment from which the company ends after the reorganisation − AB Pramogų bankas − is entitled to the profits of the company that will operate after the reorganisation − INVL Baltic Real Estate and all the conditions related to the granting of this right (Clause 7 of Part 1 of Article 63 of the LC does not apply).

9.4. The auditor or audit firm does not carry out an assessment of the conditions of reorganisation (Part 2 of Article 63 of the LC does not apply).

9.5. The assessment report on the conditions of reorganisation is not drawn up and the assessment report is not subject to any of the formalities provided for, including, inter alia, the exemption from the requirement of execution of the assessment of reorganisation conditions and the draw up of an assessment report on the conditions of reorganisation to obtain the consent of the shareholders of the company being reorganised and participating in the reorganisation (Parts 3, 4, and 5 of Article 63, Clause 4 of Part 2 of Article 65 of the LC do not apply).

9.6. The Board of the reorganised company − AB Pramogų bankas, and the Board of the participating company − INVL Baltic Real Estate, do not prepare detailed written reports on the planned reorganisation (Articles 64 and Clause 5 of Part 2 of Article 65 of the LC do not apply).

9.7. The managers of the company being reorganised − AB Pramogų bankas, and of the participating company − INVL Baltic Real Estate, do not notify the shareholders of the material changes in assets, rights, and obligations from the date of establishment of the terms of the reorganisation until the date of the General Meeting of Shareholders, the agenda of which provides for a decision on the reorganisation of the company, and in this respect, the obligation does not apply, according to which the managers are not required to provide the above information if all the shareholders of the company being reorganized and participating in the reorganization agree to this (Parts 5, 6 of Article 65 of the LC does not apply).

9.8. The shares of the reorganised company − AB Pramogų bankas are not exchanged for the shares of the company operating after the reorganisation − INVL Baltic Real Estate (Parts 1, 2 of Article 67 of the LC does not apply).

9.9. The members of the management bodies of AB Pramogų bankas and INVL Baltic Real Estate who have prepared and implemented the terms of reorganisation in accordance with the procedure laid down by law shall not compensate the shareholders of the companies for damage caused by their fault (Part 6 of Article 69 of the LC does not apply).

9.10. To instruct the management of INVL Baltic Real Estate Management Company until 31 May 2024 in accordance with this decision, the requirements of the Civil Code of the Republic of Lithuania and the LC, to prepare the terms of reorganisation and the Articles of Association of INVL Baltic Real Estate, which will be in effect after the reorganisation.

9.11. To inform about the establishment of the conditions for the reorganisation of AB Pramogų bankas and INVL Baltic Real Estate in accordance with the procedure laid down in the applicable legal acts.

9.12. Since the company that will continue its activities after the reorganisation – INVL Baltic Real Estate, is the owner of all the shares of the company to be merged – AB Pramogų bankas, and (i) the reorganisation by merger will be announced in the manner provided for in Parts 8, 9, 10, 11 and 12 of Article 63 and part 1 of article 65 of the LC; also (ii) each shareholder of the company INVL Baltic Real Estate, which will continue to operate after the reorganisation, will be given access to the documents referred to in Part 2 points 1, 2 and 3 of Article 65 of the LC (in application of Parts 3 and 4 of Article 65 of the LC) in accordance with the procedure set out In Part 2 of Article 65 of the LC. The terms and conditions of the reorganisation shall be approved in the decision and the articles of association of the company - INVL Baltic Real Estate - which will continue to operate after the reorganisation, shall be amended. The document confirming the decision to reorganise the company will be submitted to the Register of Legal Entities no later than within 5 days.

10. Regarding the determination of the remuneration of the Audit Committee members of the Company

10.1. To set the hourly remuneration for each member of the Audit Committee of the Company at EUR 200 per hour (before taxes) for the service on the Audit Committee of the Company, which is paid for actual hours spent while performing the activities of the Audit Committee member.

11. Regarding the Report of the Audit Committee of the Company

11.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 18 April 2023 by decision of the General Meeting of Shareholders of the Company), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached) (no decision is taken on this item of the agenda).

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. Phone for information [phone].

The shareholders are entitled:

i. to propose to supplement the agenda of the Meeting submitting draft resolution on every additional item of agenda or, then 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 proposal to the Company by e-mail [e-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.

ii. 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 proposal to the Company by e-mail [e-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).

iii. 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 proposal to the Company by e-mail [e-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 special form of the 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 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 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 [e-mail] 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.

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 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 general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.

The Company invites its shareholders who decide to participate in the Meeting to choose one of the following alternatives:
__________

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 ( [e-mail]) 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. 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 General Meeting of Shareholders.

__________

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 [e-mail].

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

__________

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 30 April 2024 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail [e-mail]

Attachments

• 1. invlbalticrealestate-2023-12-31-en
• 2. Investment Committee recommendation
• 3. Remuneration report 2023
• 4. INVL AM statement
• 5. Audit committee report 2023
• 6. INVL Baltic Real Estate_General Voting Bulletin