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

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

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 2025.

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 2025 (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 2025.

The total number of the Company's shares is 8,061,414 shares. Considering that the Company has acquired its own shares, the total number of votes at the Company's shareholders' meeting is 7,953,934 votes.

Agenda of the Meeting:

1. Presentation of the Company‘s  consolidated annual management report for 2024.

2. Presentation of the independent auditor's report on the financial statements and  consolidated annual management 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), the amendment of the Articles of Association, and related reduction of the authorised capital 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 management report of the Company for the year 2024.

5. Approval of the  consolidated and stand-alone financial statements for 2024 of the Company.

6. Deciding on profit distribution of the Company.

7. Regarding the reduction of the authorised capital of INVL Baltic Real Estate.

8. Regarding the amendment of the Articles of Association of INVL Baltic Real Estate, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association.

9. Presentation of the Company‘s Management Company‘s statement on the share purchase price, the amendment of the Articles of Association and related reduction of the authorised capital.

10. Regarding the purchase of own shares of the Company.

11. Regarding the election of members of the Audit Committee of INVL Baltic Real Estate.

12. Update of the Regulations of the Audit Committee.

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

14. Presentation of the Report of the Audit Committee of the Company.

Draft resolutions of the Meeting:

1. Presentation of the Company‘s consolidated annual management report for  2024

1.1. Shareholders of the Company are presented with the consolidated annual management report of the Company for  2024 (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 management 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 management 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), the amendment of the Articles of Association, and related reduction of the authorised capital 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), the amendment of the Articles of Association, and related reduction of the authorised capital 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 management report of the Company for the year 2024

4.1. To assent to the remuneration report of the Company, as a part of the consolidated annual management report of the Company for the year 2024 (attached).

5. Approval of the consolidated and stand-alone financial statements for 2024 of the Company

5.1. To approve the consolidated and stand-alone financial statements for 2024 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	4,954
Net profit (loss) for the financial year	2,739
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	7,693
Transfers from reserves	-
Distributable profit (loss) in total	7,693
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*	(716)
- Profit to be paid as annual payments (bonus) and for other purposes	-
Retained earnings (loss) at the end of the financial year	6,977

*0.09 EUR is paid per share

7. Regarding the reduction of the authorised capital of INVL Baltic Real Estate

7.1. In order to cancel the 107,480 own ordinary registered shares acquired by INVL Baltic Real Estate through share buy-back processes, the Company's share capital shall be reduced from EUR 11,689,050.30 to EUR 11,533,204.30. The share capital is reduced by cancelling 107,480 ordinary registered shares with a nominal value of EUR 1.45 issued by INVL Baltic Real Estate, which have been acquired by the Company itself.

8. Regarding the amendment of the Articles of Association of INVL Baltic Real Estate, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association

8.1. In light of the decision on the reduction of the authorised capital (item 7 of the agenda), as well as the recommendations of the Company’s Investment Committee, to approve the new wording of the Articles of Association of the Company (the draft Articles of Association is attached), which includes the following changes: (i) updated descriptions of the risks related to the Company’s activities; (ii) inclusion of archiving expenses in the list of the Company's expenses; (iii) authorisation for the Management Company’s Board to make decisions regarding the issuance of the Company’s bonds. These amendments to the Articles of Association are not considered material. The new wording of the Articles of Association is approved by replacing the entire text thereof, without separate approval of amendments to individual provisions.

8.2. To authorise Vytautas Bakšinskas (with the right to sub-delegate) to sign the new wording of the Company's Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.

9. Presentation of the Company‘s Management Company‘s statement on the share purchase price, the amendment of the Articles of Association and related reduction of the authorised capital

9.1. Shareholders of the Company are presented with the Company‘s Management Company‘s statement on the share purchase price, the amendment of the Articles of Association and related reduction of the authorised capital (attached) (there is no voting on this issue of agenda).

10. Regarding the purchase of own shares of the Company

10.1. 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.

10.2. To initiate a reduction of the Company's authorized capital by cancelling the shares acquired by the Company only if the nominal value of the own shares acquired and held by the Company exceeds 1/10 of the share capital.

10.3. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 April 2024 regarding acquisition of the Company's own shares shall expire.

11. Regarding the election of members of the Audit Committee of INVL Baltic Real Estate

11.1. Given that in 2025, the term of office of the members of the Audit Committee of the Company expires, to elect three members: Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas to the Audit Committee of the Company for new 4 (four) years term of office.

12. Update of the Regulations of the Audit Committee

12.1. Considering the changes in the Law of the Republic of Lithuania on the Audit of Financial Statements and Other Assurance Services regarding the obligations of the Audit Committee as well as the election of three Audit Committee members for the new term of office, the Regulations of the Audit Committee are updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Regulations of Audit Committee (attached).

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

13.1. 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.

14. Presentation of the Report of the Audit Committee of the Company

14.1. 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) (there is no voting on this issue of 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:

1. 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-01110 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.
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-01110 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).
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-01110 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-01110 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 2025 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-2024-12-31-0-en
• 2. INVL Baltic Real Estate_Auditors report_2024
• 3. Investment Committee recommendation
• 4. Remuneration report
• 5. New wording of INVL Baltic Real Estate Articles of Association
• 6. INVL AM statement
• 7. Candidates for the Audit Committee_2025
• 8. Regulations of the audit committee_2025
• 9. INVL_BRE_Audit_Committee_2024_report
• 10. INVL Baltic Real Estate_General Voting Bulletin