On the initiative and decision of the Management company of INVL Baltic Real Estate the Extraordinary General Shareholders Meeting of INVL Baltic Real Estate (identification code 152105644, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be held on 29 December 2017 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.
Only the persons who are the shareholders of the Company at the end of the accounting day of the Extraordinary General Shareholders Meeting (20 December 2017) are entitled to participate and to vote at the Extraordinary General Shareholders meeting.
Shareholders rights accounting day will be 15 January 2018.
The agenda of the Extraordinary General Shareholders Meeting of INVL Baltic Real Estate includes:
1. Regarding approval of the new wording of the Management Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.
2. Regarding the change of nominal share value and amount of shares of the special closed-end type real estate investment company INVL Baltic Real Estate
3. Regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-end type real estate investment company INVL Baltic Real Estate
4. Regarding the new wording of the Dividend payment policy of the special closed-end type real estate investment company INVL Baltic Real Estate
5. Regarding the new wording of the Depository Services Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate
Draft resolutions of the Extraordinary General Shareholders Meeting of INVL Baltic Real Estate:
1. Regarding approval of the new wording of the Management Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.
1.1. In order to change the Management fee payable from 1.5% to 1.0% between the special closed-end type real estate investment company INVL Baltic Real Estate and the management company UAB INVL Asset Management and also to make editorial corrections in the Management Agreement, the shareholders of the investment company are proposed to approve the new wording of the Management Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management, replacing the entire text of the Management Agreement (attached).
1.2. To determine that the new wording of the Management Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management will come into force from 1 January 2018.
1.3. To authorise Vytautas Bakšinskas, the real estate fund manager of UAB INVL Asset Management, to sign the new wording of the Management Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate and the management company UAB INVL Asset Management, on behalf of the special closed-end type real estate investment company INVL Baltic Real Estate.
2. Regarding the change of nominal share value and amount of shares of the special closed-end type real estate investment company INVL Baltic Real Estate
2.1. To change the amount of shares issued by the special closed-end type real estate investment company INVL Baltic Real Estate, not changing the amount of the authorised capital, which is 19,067,500 euro:
– the nominal value of the ordinary registered share is changed from 0.29 euro to 1.45 euro;
– the amount of the ordinary registered shares is changed from 65,750,000 units to 13,150,000 units.
2.2. The nominal value of the ordinary registered shares of the special closed-end type real estate investment company INVL Baltic Real Estate is changed in accordance with the following principles:
– The number of shares owned by each shareholder shall be recalculated at the end of the day of rights accounting (e. i. at the end of 15th of January, 2018, hereinafter referred as Exchange Date) by the general meeting of the shareholders that adopted the decision to change the number of issued ordinary registered shares and the nominal value of the shares without changing the size of the authorized capital);
– If on the Exchange Date the sum of the nominal value of shares owned by any shareholder decrease due to the change of the nominal value of the share, this decrease shall be compensated by the Shareholder – public limited liability company Invalda INVL, i.e. on the Exchange Date the amount of nominal value of the shares owned by the public limited liability company Invalda INVL shall decrease by an amount that is necessary to compensate the disparity of the nominal values of other shareholders.
– In order to implement the process of the change of the nominal value of shares and to secure the interests of shareholders, Nasdaq Vilnius will be requested to suspend trading and / or execution of orders with the special closed-end type real estate investment company INVL Baltic Real Estate ordinary registered shares from 12 January 2018 untill Nasdaq CSD will make records in the shareholders securities account;
– the registration of the new wording of the Articles of Association in the Register of Legal Entities of the special closed-end type real estate investment company INVL Baltic Real Estate, which states the nominal value of 1.45 euros, will be published in the electronic publication of the Register of Legal Entities, as well as the information to be published in the Central Regulated Information Database and also published on Company‘s website;
2.3. The change in the amount of ordinary registered shares of the special closed-end type real estate investment company INVL Baltic Real Estate and the change in the nominal value of the share without changing the amount of the authorized capital will not affect the shareholders' property and non-property rights granted to them prior to the decision to change the number of shares issued and the nominal value of the share without changing the amount of the authorized capital.
3. Regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-end type real estate investment company INVL Baltic Real Estate
3.1. Taking into account the decisions of this General Shareholders Meeting on the item 2 of the agenda, in accordance with the current version of the Law on Companies of the Republic of Lithuania, the current version of the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the new wording of Articles of Association of the special closed-end 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).
3.2. Taking into account that provisions of the Article 152 and a part 4 of the Article 72 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-ended 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 of the fact that the Bank of Lithuania would not accept 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 the provisions of the old version of the Articles of Association in force, which the Bank of Lithuania has not approved.
3.3. 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 revised version of the Articles of Association of the special closed-end type real estate investment company INVL Baltic Real Estate.
4. Regarding the new wording of the Dividend payment policy of the special closed-end type real estate investment company INVL Baltic Real Estate
4.1. Taking into account the decisions of this General Shareholders Meeting on the item 2 of the agenda and regardless of the fact how will shareholders of the Company vote on the item no. 2 of the agenda, to approve the new wording of the Dividend Payment Policy of the special closed-end type real estate investment company INVL Baltic Real Estate (attached), replacing the entire text of the Dividend Payment Policy.
5. Regarding the new wording of the Depository Services Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate
5.1. Taking into account that the investment company‘s management activities are subject to provisions of the Law of the Republic of Lithuania on Collective Investment Undertakings for professional investors and the necessity to accommodate the Depository Services Agreement with the requirements of the specified legal regulation, to approve the new wording of Depository Services Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate (attached), replacing the entire text of the Depository Services Agreement.
5.2. Taking into account that the actual procedure for the provision of the depositary services already complies with the requirements of the specified legal regulation, to determine that the new wording of Depository Services Agreement of the special closed-end type real estate investment company INVL Baltic Real Estate would be deemed to have entered into force and would have a formal legal effect from 2nd October 2017.
5.3. To authorise Laura Križinauskienė, the general manager of UAB INVL Asset Management, to sign the new wording of the Depository Services Agreement in the name of the special closed-end type real estate investment company INVL Baltic Real Estate.
The Board of UAB INVL Asset Management, the Management Company of the special closed-end 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-end 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.
The Board of UAB INVL Asset Management, the Management Company of the special closed-end type real estate investment company INVL Baltic Real Estate, based on the 123 clause of the current version of the Articles of Association of of the special closed-end type real estate investment company INVL Baltic Real Estate, presents its recommendations to the general shareholders' meeting (attached).
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 by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 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, by registered mail or delivered in person against signature) 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 by registered mail or delivered in person against signature.
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. 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. 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. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
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. 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 authorized person is voting. The filled general voting bulletin must be delivered to INVL Baltic Real Estate by registered mail (address Gyneju str. 14, LT-01109 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting.
The Company does not provide opportunities to participate and vote at the meeting by electronic means. Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company's shares, draft resolution, etc.) are available at Company's webpage www.invlbalticrealestate.com.
The person authorized to provide additional information:
Real Estate Fund Manager of the Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
5. Recommendation of INVL Asset Management to shareholders meeting of INVL BRE.pdf
2. Articles of Association of INVL Baltic Real Estate UTIB (project).pdf
1. Management Agreement (project)_INVL Baltic Real Estate and INVL Asset Management.pdf
3. Dividend payment policy_INVL Baltic Real Estate (project).pdf
4. Depository Services Agreement (project)_INVL Baltic Real Estate.pdf
General Voting Bulletin.pdf
