On the initiative and decision of the Management company of INVL Baltic Real Estate the Ordinary General Shareholders Meeting of INVL Baltic Real Estate (identification code 152105644, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be held on 26 March 2018 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.
The total amount of the shares of the Company and the amount of shares granting voting rights during the Ordinary General Shareholders Meeting is the same and amounts to 13,150,000. ISIN code of the shares of the Company is LT0000127151.
Persons who are shareholders of the Company at the end of the General Shareholders Meeting accounting day, i.e. 19 March 2018, will have a right to participate and vote at the General Shareholders Meeting personally or by proxy, or to be represented by the person with whom an agreement on the transfer of voting rights is concluded.
The day of accounting of rights is 10 April 2018.
The agenda of the Ordinary General Shareholders Meeting of INVL Baltic Real Estate includes:
Draft resolutions of the Ordinary General Shareholders meeting of INVL Baltic Real Estate:
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 2017 (there is no voting on this issue of agenda).
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).
To approve the consolidated and stand-alone financial statements for 2017 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 period | 4,534 |
| Net profit (loss) for the financial year | 3,780 |
| 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 total | 8,314 |
| Profit distribution: | (1,899) |
| – Profit transfers to the legal reserves | (189) |
| -Profit transfers to the reserves for own shares acquisition | – |
| – 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 year | 6,415 |
*0.13 EUR is paid per share.
Seeking to edit editorial correction noted in the Depository Services Agreement, 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.
6. Regarding approval of the Related Party Transaction Policy of the special closed-ended type real estate investment company INVL Baltic Real Estate
1. Taking into consideration provisions of the Article 372 on the Law of Companies of the Republic of Lithuania, to approve Related Party Transaction Policy of the special closed-ended type real estate investment company INVL Baltic Real Estate
2. To determine that the policy of Related Party Transaction Policy would come into force after it‘s approval at the General Shareholders Meeting.
The Management Company of INVL Baltic Real Estate, in accordance with Clause 123 of the Company's Articles of Association, presents its recommendations and indicates the consequences of the respective decision to the General Shareholders Meeting (enclosed).
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 sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email breinfo@invl.com. The agenda is supplemented if the proposal is received no later than 14 days 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, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email breinfo@invl.com) 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 sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company or by sending proposal to the Company by email breinfo@invl.com. 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.
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. A power of attorney issued by a natural person must be certified by a notary. 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. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney.
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. 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 General Shareholders 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.
The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication.
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 www.invlbalticrealestate.com 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 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 an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General Shareholders Meeting.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
General Voting Bulletin.pdf
3. INVL Baltis Real Estate_Related party transaction policy_project.pdf
INVL Baltic Real Estate_2017_annual information.pdf
4. INVL Asset Management Recommendation to General Shareholders Meeting.pdf
2. INVL Baltic Real Estate_depository services agreement_amendment_project.pdf
