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:

*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:

i. The goal for the purchase of own shares – to reduce the authorized capital of the Company by cancelling the shares purchased by the Company;

ii. the maximum number of shares to be acquired could not exceed 1/10 of the authorised capital of the Company;

iii. the period during which the Company may purchase its own shares is 18 months from the day of this resolution;

iv. the maximum one share acquisition price – the last announced net asset value per share;

v. the minimal one share acquisition price – EUR 1.45;

vi. 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;

vii. 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 +370 5 279 0601.

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 breinfo@invl.com. 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 breinfo@invl.com 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 breinfo@invl.com. 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 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.

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 ( 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. 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 breinfo@invl.com.

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 vytautas.baksinskas@invl.com

Attachments:

1. Annual information_invlbalticrealestate-2023-12-31-en.zip

2. Investment Committee recommendation.pdf

3. Remuneration report 2023.pdf

4. INVL Asset Management statement.pdf

5. Audit Committee report_BRE_2023.pdf

6.INVL Baltic Real Estate_General Voting Bulletin.pdf

The resolutions of the General Ordinary Shareholders Meeting (hereinafter – “the Meeting“) of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 18 April 2023:

1. Presentation of the Company‘s consolidated annual report for 2022

1.1. Shareholders of the Company were presented with the consolidated annual report of the Company for 2022 (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 were 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), the new wording of the Articles of Association, and the draft of the remuneration report

3.1. Shareholders of the Company were presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), the new wording of the Articles of Association, and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).

4. Presentation of the Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2022 of the Company, a draft of the profit (loss) distribution, Company‘s consolidated annual report for 2022, a draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation

4.1. Shareholders of the Company were presented with the Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2022 of the Company, a draft of the profit (loss) distribution, Company‘s consolidated annual report for 2022, a draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation (attached) (there is no voting on this issue of agenda).

5. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022

5.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022 (attached).

6. Approval of the consolidated and stand-alone financial statements for 2022 of the Company

6.1. To approve the consolidated and stand-alone financial statements for 2022 of the Company.

7. Deciding on profit distribution of the Company

7.1. To distribute the profit of the Company as follows:

*0.09 EUR is paid per share

8. Regarding approval of a new version of the Company’s Articles of Association

8.1. Considering that a new version of the Republic of Lithuania Law on Companies entered into effect on 30 November 2022 and according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading on a regulated market, to eliminate the Company’s collegial body with a supervisory function – the Supervisory Board, to envisage in the Company’s Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new version of the Articles of Association (a draft of which is attached) to replace the full text of the Articles of Association (without additionally approving the amendments to the individual sections of the Articles of Association).

8.2. To authorise Vytautas Bakšinskas (with the right to redelegate) to sign the new version of the Articles of Association and to register it in the manner established by law and by the general meeting of shareholders.

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

9.1. Shareholders of the Company were presented with the Company‘s Management Company‘s statement on the share purchase price  (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 its 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 – discount reduction between the net asset value and the market share price of INVL Baltic Real Estate and the possibility to sell its shares to the shareholders.
2. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital INVL Baltic Real Estate.
3. The period during which INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this resolution.
4. The maximum and minimal shares acquisition price of INVL Baltic Real Estate:  the maximum one-share acquisition price – is the last announced net asset value per share, and the minimal one-share acquisition price – is EUR 1.45.
5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale price of own shares shall be equal to the last net asset value and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.
6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise the purchase and sale of own shares, to organise the purchase and selling procedure of own shares, and to determine order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

11. Regarding the repeal of the Supervisory Board remuneration policy

11.1. In light of the draft resolution of this General Meeting of Shareholders on agenda item 8, recognise that the remuneration policy for the Supervisory Board of the Company is no longer in force.

11.2. Note that the remuneration policy for employees who make decisions on taking risks, which was adopted by the Board of the Management Company, remains in force at INVL Baltic Real Estate and shall further apply (the remuneration policy is published on Company’s website https://bre.invl.com/).

12. Regarding the approval of the new wording of the INVL Baltic Real Estate Related Policy on Transactions with Related Parties

12.1. Considering the draft resolution of this General Meeting of Shareholders on agenda item 8 and amendments to article 37 (2) of the Republic of Lithuania Law on Companies, to approve a new wording of the INVL Baltic Real Estate Policy on Transactions with Related Parties (attached).

13. Regarding the approval of new wording of the Regulations of the Audit Committee

13.1. Considering the changes in the Law on Companies regarding the evaluation of transactions with the Company’s related party, the Regulations of the Audit Committee are updated accordingly. The shareholders of the Company approved the new wording of the Regulations of the Audit Committee (attached).

14. Regarding 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 11 April 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders were 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 person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com

Attachments:

invlbalticrealestate-2022-12-31-en.zip
2. Investment Committee recommendation.pdf
3. Feedback and proposals of the Supervisory Board.pdf
4. Remuneration report 2022.pdf
5. New wording of Articles of Association of the Company.pdf
6. INVL Asset Management_statement.pdf
7. New wording of the INVL Baltic Real Estate Policy on Transactions with Related Parties.pdf
8. New wording of Regulations of Audit Committee.pdf
9. Audit Committee report_BRE__2023-03-23_final.pdf

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting“) of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 9 December 2022:

1. Presentation of the recommendation of the Company’s investment committee regarding the new wording of the articles of association and the provision of depository services

1.1. Shareholders of the Company were presented with the Company‘s investment committee‘s recommendation on the new wording of the Articles of Association and the provision of depository services (attached) (there is no voting on this issue of agenda).

2. Regarding the Company’s participation in the reorganisation

2.1. Pursuant to Article 2.97(3) of the Civil Code of the Republic of Lithuania, INVL Baltic Real Estate participates in the reorganisation by way of merger, whereby the company terminating the activity without liquidation procedure, namely, AB RE 1, company code 302622705, having a registered office at Gynėjų str. 14, Vilnius, is merged with the company which will further continue the business activities of the INVL Baltic Real Estate.

3. Regarding the approval of the terms and conditions of the reorganisation of the Company and AB RE 1

3.1. To approve the terms and conditions of the reorganisation of the INVL Baltic Real Estate and AB RE 1 dated 13 September 2022.

3.2. As the INVL Baltic Real Estate owns all the shares of the company to be merged, namely, AB RE 1, the shares of AB RE 1 will not be exchanged for the shares of the company which will be operating after the reorganisation, namely, the INVL Baltic Real Estate.

4. Regarding the approval of the new version of the Company’s Articles of Association

4.1. To approve the new wording of the Articles of Association of the INVL Baltic Real Estate, which will be operating after the reorganisation, and to authorise Vytautas Bakšinskas to sign the new Articles of Association.

5. Regarding the adjustment of the terms of payment for audit services

5.1. To set an additional remuneration of up to EUR 6,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company’s audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2022 year in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.

6. Regarding the election of an auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services

6.1. To conclude an agreement with UAB PricewaterhouseCoopers, legal entity code 111473315, to carry out of the audit of the annual financial statements of the INVL Baltic Real Estate for 2023 year and establish the payment in the amount of EUR 19,100 per year plus indexation (price increase) based on the average annual inflation published by the Department of Statistics under the Government of the Republic of Lithuania in April of 2023, calculated based on the harmonized index of consumer prices (HICP) plus EUR 6,000 for single electronic reporting format (ESEF) verification (VAT will be calculated and paid additionally in accordance with the order established in legal acts). The Board of the Management Company of INVL Baltic Real Estate reserves the right to increase the remuneration of the audit company by no more than 25 percent of the total remuneration approved by this decision if the scope of audit work changes significantly.

7. Regarding the provision of depository services

7.1. To cancel the decisions of the Company’s General Shareholders Meeting of 9 April 2020, by which it was decided:

7.1.1. To change the Company’s depository service provider from AB SEB bankas (code – 112021238) to AB Šiaulių bankas (code – 112025254).

7.1.2. To terminate (or otherwise terminate) the Company’s depository service agreement with AB SEB bankas (code – 112021238).

7.1.3. To conclude a new depository services agreement of the Company with AB Šiaulių bankas (code – 112025254).

7.2. To set that the Depository services agreement No 2016-11 (with all changes and additions) concluded between the Company and AB SEB bankas (code 112021238) remains valid.

7.3. According to the agreement on a 0.02 percentage point lower depository fee, approve the Amendment of the Depository services agreement of INVL Baltic Real Estate with AB SEB bankas (attached). To authorise Vytautas Bakšinskas to sign the Amendment of the Depositary services agreement on behalf of the Company.

8. Regarding the election of a member of the Supervisory Board

8.1. Considering the resignation request submitted by Audrius Matikiūnas from his position as a member of the Supervisory Board of the Company, to elect Mantas Gofmanas as a member of the Supervisory Board of the Company (personal identification number and place of residence are not published), and to establish that:

a) he is elected until the end of the current term of the Supervisory Board – the day of the Ordinary General Meeting of the Company’s shareholders in 2025.

b) the elected member of the Supervisory Board will be able to take up his duties only after his nomination is approved by the Bank of Lithuania.

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

Attachments:
1. Recommendation of the Companys investment committee..pdf

2. Terms of reorganisation.pdf

3. Annex No 1 to terms of reorganisation. BRE Minutes of General Shareholder Meeting.pdf

4. Annex No 2 to terms of reorganisation. RE 1 Decision of Sole Shareholder.pdf

5. Annex No 3 to terms of reorganisation. New wording of Articles of Association of BRE..pdf

6. Annex No 4 to terms of reorganisation. A list of real estate.pdf

7. Amendment of the Depositary services agreement.pdf

8. Information about the candidate for the members of the SB.pdf

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting”) of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company” or “INVL Baltic Real Estate”) that was held on 23 August 2022:

Regarding the approval of participation of INVL Baltic Real Estate in the reorganisation and preparation of the terms of reorganisation

1. To approve the participation of INVL Baltic Real Estate in the reorganisation by means of a merger, during which the subsidiary AB RE 1, legal entity code 302622705, registered in Vilnius, Gynejų str. 14, would be merged to INVL Baltic Real Estate, which will continue to operate after the reorganisation is completed and AB RE 1 will be removed from the Register of Legal Entities.

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 RE 1.

3. As INVL Baltic Real Estate owns all the shares of the company being merged − AB RE 1, 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.:

3.1. The conditions for reorganisation shall not include:

− the ratio of the exchange of shares of the company ending after the reorganization − AB RE 1 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 RE 1 − 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).

3.2. 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).

3.3. 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 non-execution of the assessment of reorganisation conditions and the failure to draw up 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).

3.4. The Board of the reorganised company − AB RE 1, 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).

3.5. The managers of the company being reorganised − AB RE 1, 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).

3.6. The shares of the reorganised company − AB RE 1 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).

3.7. The members of the management bodies of AB RE 1 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).

4. To instruct the management of INVL Baltic Real Estate Management Company until 30 September 2022 in accordance with this decision, the requirements of the Civil Code of the Republic of Lithuania and the Law on Companies, to prepare the terms of reorganisation and the Articles of Association of INVL Baltic Real Estate, which will be in effect after the reorganisation.

5. To inform about the establishment of the conditions for the reorganisation of AB RE 1 and INVL Baltic Real Estate in accordance with the procedure laid down in the applicable legal acts.

The resolutions of the General Ordinary Shareholders Meeting of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 12 April 2022:

1. Presentation of the Company‘s consolidated annual report for 2021

1.1. Shareholders of the Company are presented with the consolidated annual report of the Company for 2021 (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) 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) and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).

4. Presentation of the Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘s consolidated annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation

4.1. Shareholders of the Company are presented with the Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2021 of the Company, draft of the profit (loss) distribution, Company‘s consolidated annual report for 2021, draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation (attached) (there is no voting on this issue of agenda).

5. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2021

5.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2021 (attached).

6. Approval of the consolidated and stand-alone financial statements for 2021 of the Company

6.1. To approve the consolidated and stand-alone financial statements for 2021 of the Company.

7. Deciding on profit distribution of the Company

7.1. To distribute profit of the Company as follows:

*the reserve is formed to purchase own shares
**0.12 EUR is paid per share

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

8.1. 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).

9. Regarding the purchase of own shares of the Company

9.1. 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 – discount reduction between the net asset value and the market share price of INVL Baltic Real Estate and the possibility to sell its shares to the shareholders;
2. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital INVL Baltic Real Estate;
3. The period during which INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this resolution;
4. The maximum and minimal shares acquisition price of INVL Baltic Real Estate:  the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 1.45;
5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale  price  of own shares shall be equal to the last net asset value and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

10. Regarding the adjustment of the terms of payment for audit services

10.1. To set an additional salary of up to EUR 4,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company’s audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2021 and 2022 years in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.

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 11 April 2017 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).

Attachments:
1. invlbalticrealestate-2021-12-31-en.zip

2. Investment Committee recommendation.pdf

3. Feedback and proposals of the Supervisory Board.pdf

4. Remuneration report 2021.pdf

5. INVL Asset Management_statement.pdf

6. Audit Committee report.pdf

The resolutions of the General Ordinary Shareholders Meeting of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 29 April 2021:

1. Presentation of INVL Baltic Real Estate consolidated annual report for 2020

1.1. Shareholders of INVL Baltic Real Estate are presented with the consolidated annual report of Baltic Real Estate for 2020 (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 INVL Baltic Real Estate

2.1. Shareholders of 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).

3. Regarding the assent to the remuneration report of INVL Baltic Real Estate, as a part of the consolidated annual report of INVL Baltic Real Estate for the year 2020

3.1. To assent to the remuneration report of INVL Baltic Real Estate, as a part of the consolidated annual report of INVL Baltic Real Estate for the year 2020 (attached).

4. Approval of the consolidated and stand-alone financial statements for 2020 of INVL Baltic Real Estate

4.1. To approve the consolidated and stand-alone financial statements for 2020 of INVL Baltic Real Estate.

5. Deciding on profit distribution of INVL Baltic Real Estate

5.1. To distribute profit of the special closed-ended type real estate investment company INVL Baltic Real Estate as follows:

*the reserve is formed to purchase own shares
***0.12 EUR is paid per share

6. Presentation of the competence of the Management Company of INVL Baltic Real Estate to approve the remuneration policy of INVL Baltic Real Estate

6.1. Shareholders are acquainted that in accordance with Article 15 of the Law on Alternative Managers of Collective Investment Undertakings of the Republic of Lithuania, INVL Baltic Real Estate is subject to the Remuneration Policy for Employees Making Decisions on Risk Taking prepared by the Management Company and its approval is within the competence of the Management Company of INVL Baltic Real Estate.

6.2. Taking into account the Company’s consultations with the Supervisory Authority, INVL Baltic Real Estate informs that in the future the Management Company will approve changes of the Remuneration Policy for Employees Making Decisions on Risk Taking without a separate approval (decision) of the General Meeting of Shareholders of INVL Baltic Real Estate and will publish the current version of the Management Company’s Remuneration Policy for Employees Making Decisions on Risk Taking on the Company’s website.

6.3. On 21 December 2020, the Management Company has approved a new wording of the Remuneration Policy for Employees Making Decisions on Risk Taking, which applies to the Company (attached).

6.4. No decision is taken on this item on the agenda.

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

7.1. In order to cancel the 5,088,586 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 19,067,500 to EUR 11,689,050.30. The share capital is reduced by cancelling 5,088,586 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 purchase of own shares of the special closed-ended type real estate investment company INVL Baltic Real Estate

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

1. The goal for the purchase of own shares – discount reduction between the net asset value and the market share price of INVL Baltic Real Estate and the possibility to sell its shares to the shareholders;
2. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital INVL Baltic Real Estate;
3. The period during which INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this resolution;
4. The maximum and minimal shares acquisition price of INVL Baltic Real Estate:  the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 1.45;
5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale  price  of own shares shall be equal to the last net asset value and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

9. Regarding the formation of the Supervisory Board of INVL Baltic Real Estate and the election of members of the Supervisory Board

9.1. Pursuant to Article 19(2) of the Law on Companies of the Republic of Lithuania, to form a collegial supervisory body of INVL Baltic Real Estate – the Supervisory Board, and to elect the following persons as its members for a term of 4 (four) years:

1) Raimondas Rajeckas (personal code and place of residence undisclosed);

2) Audrius Matikiūnas (personal code and place of residence undisclosed);

3) Eglė Surplienė (independent member) (personal code and place of residence withheld).

9.2. The members of the Supervisory Board will be able to take up their duties only after (i) their nominations are approved by the Bank of Lithuania, (ii) the amended Articles of Association of the Company are entered in the Register of Legal Entities of State Enterprise Centre of Registers and (iii) the amendments thereto are approved by the Bank of Lithuania.

9.3. To authorise the Management Company of INVL Baltic Real Estate to sign, deliver and collect any and all documents and perform all necessary actions in connection with the present Decision.

10. Regarding the approval of INVL Baltic Real Estate Supervisory Board remuneration policy

10.1. In accordance with Article 37(3) of the Law on Companies of the Republic of Lithuania, to approve of INVL Baltic Real Estate Supervisory Board remuneration policy.

10.2. It should be noted that the Remuneration Policy for Employees Making Decisions on Risk Taking approved by the Board of the Management Company shall remain in force and shall be applied by INVL Baltic Real Estate.

11. Regarding the determination of the remuneration of the independent member of the Supervisory Board of INVL Baltic Real Estate

11.1. To set the hourly remuneration of the elected independent member of the Supervisory Board of INVL Baltic Real Estate at EUR 145 per hour (before taxes) for his/her service on the Supervisory Board of INVL Baltic Real Estate.

12. 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

12.1. In light of the decisions of this General Meeting of Shareholders on items 7 and 9 of the agenda, to approve a new version of the Company’s Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association).

12.2. 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.

13. Regarding the approval of the new wording of the Policy for INVL Baltic Real Estate Transactions with Related Parties

13.1. In view of the decision of this General Meeting of Shareholders on item 8 of the agenda and in accordance with Article 32(1)(3) of the Law on Companies of the Republic of Lithuania, to approve of a new wording of the Policy for Transactions with Related Parties.

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

14.1. In view of the fact that the term of office of the members of the Audit Committee of INVL Baltic Real Estate expires in 2021, Dangute Pranckėnienė (independent member) and Tomas Bubinas (independent member) shall be elected to the Audit Committee of INVL Baltic Real Estate for a new 4 (four)-year term.

15. Regarding the Report of the Audit Committee of INVL Baltic Real Estate

15.1. In accordance with the rules of procedure of the Audit Committee of INVL Baltic Real Estate (approved on 11 April 2017 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 INVL Baltic Real Estate (attached)(no decision is taken on this item of the agenda).

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

Attachments:

The resolutions of the General Extraordinary Shareholders Meeting (hereinafter – “the Meeting“) of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 14 January 2021:

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

Attachments:

INVL Baltic Real Estate_Project of Articles of Association.pdf

The resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 27 October 2020:

1. Regarding the election of an auditor to carry out  the audit of the annual financial statements and setting conditions of payment for audit services

1.1. To conclude an agreement with UAB PricewaterhouseCoopers, legal entity code 111473315, to carry out the audit of the annual financial statements of the Company for 2020, 2021, and 2022 years and establish the payment in the amount of EUR 17,400 per year (VAT will be calculated and payed additionally in accordance with the order established in legal acts). The amount of remuneration for audit services will be recalculated (increased) every year according to the average annual inflation of April month of the current year published by the Department of Statistics under the Government of the Republic of Lithuania, calculated according to the harmonized index of consumer prices (HICP). The Management Company of the Company reserves the right to increase the remuneration of the audit company by no more than 20 percent annually from the remuneration paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.

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

The resolutions of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate that was held on 9 April 2020:

1. Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report for 2019.

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 2019 (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 special closed-ended type real estate investment company INVL Baltic Real Estate.

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).

3. Approval of the consolidated and stand-alone financial statements for 2019 of the special closed-ended type real estate investment company INVL Baltic Real Estate.

To approve the consolidated and stand-alone financial statements for 2019 of the special closed-ended type real estate investment company INVL Baltic Real Estate.

4. Resolution regarding profit distribution 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:

*1.55 EUR is paid per share.

5. Deciding on the new wording of the Dividend payment policy of the special closed-end type real estate investment company INVL Baltic Real Estate

In line with resolutions of special closed-end type real estate investment company INVL Baltic Real Estate General Meeting on agenda item 4 and distributing a more significant dividend for 2019, thereby reducing equity, 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.

6. Deciding on Renumeration policy of INVL Asset Management, UAB valid for special closed-end type real estate investment company INVL Baltic Real Estate

Pursuant to Article 37(3) of the Law on Companies of the Republic of Lithuania, approve the Remuneration Policy of special closed-end type real estate investment company INVL Baltic Real Estate by approving the Remuneration Policy for risk – taking employees of the Management Company which is applicable to the Company.

7. Deciding on amendment of the Articles of Association of INVL Baltic Real Estate, approval of new wording of the Articles of Association and appointment of the authorized person to sign new wording of the Articles of Association

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

7.2. To authorize Vytautas Bakšinskas (with the right to reauthorize) to sign the new wording of the Articles of Association of INVL Baltic Real Estate, after the permission of the Bank of Lithuania to amend the Articles of Association is received, and to register Articles of Association according to the procedures stated in the legal acts and approved by the General Shareholders Meeting.

8. Deciding on termination of the depository service agreement between INVL Baltic Real Estate and AB SEB bankas and conclusion of a new depository service agreement with AB Šiaulių bankas.

8.1. To change the Company’s depository service provider from AB SEB bankas (code – 112021238) to AB Šiaulių bankas (code – 112025254).

8.2. To terminate (or otherwise terminate) the Company’s depository service agreement with AB SEB bankas (code – 112021238).

8.3. To conclude a new depository services agreement of the Company with AB Šiaulių bankas (code – 112025254) (draft agreement is attached).

8.4. To apply to the Bank of Lithuania for the permission to change the depository service provider of the Company, stating that the decision to change the depository service provider of the Company is effective only with the consent of the Bank of Lithuania.

9. Deciding on buy-back of shares of INVL Baltic Real Estate due to the material change of the Articles of Association and change of the depository services provider

9.1. Given that decisions to change essential provisions of the document of incorporation of the special closed-ended real estate investment company INVL Baltic Real Estate and to change the provider of depository services create an obligation for INVL Baltic Real Estate to buy back shares of the Company from shareholders of the Company who so demand, to establish that if the shareholders of the Company adopt a positive decision on the first and/or second item on the agenda of the Meeting, then a buy-back of shares of INVL Baltic Real Estate from the shareholders of the Company who opposed the mentioned essential changes in the activities of the Company and demanded a share buy-back shall be conducted in keeping with the procedure established by the general meeting of shareholders of the Company, which the Management Company will later elaborate in detail based on the basic principles of share buy-back procedures.

10. Deciding on the main principles of the procedure for buy-back of shares of INVL Baltic Real Estate

10.1. To establish that the buy-back of shares of the special closed-ended real estate investment company INVL Baltic Real Estate, mandatory according to the essential changes in the Company‘s operational activities, shall be conducted after the Company will pay allocated dividends in resolutions No. 4 in this agenda, in keeping with these provisions:

10.1.1. 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;

10.1.2. 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 and/or a change of provider of depository services were approved, or reduced in regard by the number of shares to which shareholders prior to the general meeting of shareholders and in writing waive their right to demand buy-back of their shares on account of essential changes in the activities of the Company;

10.1.3. identification of the shareholders from whom the shares are being repurchased;

a) shareholders who prior to the general meeting of shareholders and in writing, waive their right to demand buy-back of their shares on account of essential changes in the activities of the Company, or who approve the essential changes to the company’s instruments of incorporation and change of the provider of depository services, shall lose the right to submit the request to buy-back the shares of the Company;

b) if shareholders who voted for the decisions determining the obligation to redeem the shares of the Company or waive the right to redeem the shares due to significant changes in the Company’s activities, they shall redeem all the losses of the Company, the Management Company and other shareholders;

c) if a shareholder votes in favor of one resolution and opposes another resolution, the shareholder shall be entitled to request that all of his shares be repurchased.

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

10.1.5. provided with information about the possibility to express opposition to changes in the articles of association and/or a change of depository services provider, 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);

10.1.6. shareholders of the Company shall have the right to express opposition and demand the buy-back of their shares within 4 calendar months, calculated from later of the term specified in paragraph 10.1.5;

10.1.7. funds in exchange of shares submitted for the buy-back will be settled in thirty calendar days after election of the shareholder to submit such shares will become irrevocable (during all such period shareholder will be able to revoke ones election);

10.1.8. shareholders objecting to essential changes to the instruments of incorporation and/or a change of provider of depository services 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;

10.1.9. the price of the shares being bought back shall be equal to the last net asset value per share of the Company published before Management Company makes a decision provided in paragraph 10.1.12 (Management Company shall decrease amount of dividends per share should dividends are designated by the shareholders after respective net asset value was published);

10.1.10. 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;

10.1.11. 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;

10.1.12. once the general meeting of shareholders 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 decision of the Board of the Management Company will adopt resolution stated in this clause, regarding process of the Company‘s buy-back of shares only after the following two conditions are met: (i) an independent valuer of the Company’s assets will submit a valuation of the Company’s assets and (ii) the Company will pay dividends to the Company’s shareholders in accordance with Item 4 of the Meeting’s agenda.

Regarding the dividend payment for the shareholders and ex-date: 

Persons, who will be shareholders of INVL Baltic Real Estate at the end of 24 April 2020, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 23 April 2020. From that date the new owner of the shares of INVL Baltic Real Estate, ISIN code LT0000127151, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2019.

Regarding the Audit Committee report of the Company:

According to the Regulations of the Audit Committee of INVL Baltic Real Estate (approved during the General Shareholders Meeting of the Company that was held on 11 April 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

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

Attachments:

INVL Baltic Real Estate_audited annual information-2019.pdf
INVL Baltic Real Estate_Depository services agreement.pdf
INVL Baltic Real Estate_Audit Committee report_2019.pdf
INVL Baltic Real Estate_Articles of Association.pdf
INVL Baltic Real Estate_Renumeration Policy lithuanian only.pdf
INVL Baltic Real Estate_Dividend payment policy.pdf

The resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate that was held on 18 October 2019:

1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

1.1. To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the INVL Baltic Real Estate for 2019 financial year and establish the payment in amount of EUR 16,900 for audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts).
1.2. To authorise the management company of INVL Baltic Real Estate to negotiate other terms and conditions of the audit services contract (including remuneration for additional services).

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

The resolutions of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate that was held on 26 April 2019:

1. Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report for 2018.

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 2018 (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 special closed-ended type real estate investment company INVL Baltic Real Estate.

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).

3. Approval of the consolidated and stand-alone financial statements for 2018 of the special closed-ended type real estate investment company INVL Baltic Real Estate.

To approve the consolidated and stand-alone financial statements for 2018 of the special closed-ended type real estate investment company INVL Baltic Real Estate.

4. Resolution regarding profit distribution 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:

*0.13 EUR is paid per share.

5. Resolution regarding the change of the Articles of Association and approval of the new wording of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate.

5.1. In accordance with the Law on Companies of the Republic of Lithuania, the Law of the Republic of Lithuania on Collective Investment Undertakings, to approve the new wording of Articles of Association of the special closed-ended 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).

5.2. Taking into account that provisions of a part 5 of the Article 76 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-end 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 the Bank of Lithuania does not approve a 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 both the provisions of the old version of the Articles of Association in force, the approval of which wasn’t received by the Bank of Lithuania, and provisions of the new wording that has been approved by the Bank of Lithuania.

5.3. 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 amended version of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate.

6. Resolution regarding purchase of own shares of the special closed-ended type real estate investment company INVL Baltic Real Estate.

Taking into account the decisions of this General Shareholders Meeting on the item 4 of the agenda, to authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and to purchase shares in the special closed-ended type real estate investment company INVL Baltic Real Estate by the rules mentioned below:

1. The goal for the purchase of own shares – discount reduction between the net asset value and the market share price of the special closed-ended type real estate investment company INVL Baltic Real Estate and the possibility to sell its shares to the shareholders;
2. The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital of the special closed-ended type real estate investment company INVL Baltic Real Estate or 1,315,000 units of shares in the Company;
3. The period during which the special closed-ended type real estate investment company INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this resolution;
4. The maximum and minimal shares acquisition price of the special closed-ended type real estate investment company INVL Baltic Real Estate:  the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 1.00;
5. The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale  price  of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
6. The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

7. Regarding approval of the Amendment of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas.

Seeking to determine a clearer agreement between the depositary service provider and the management company on the implementing of the sharing functions related to money laundering and terrorist financing prevention, 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.

Regarding the dividend payment for the shareholders and ex-date: 

Persons, who will be shareholders of INVL Baltic Real Estate at the end of 13 May 2019, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 10 May 2019. From that date the new owner of the shares of INVL Baltic Real Estate, ISIN code LT0000127151, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2018.

Regarding the Audit Committee report of the Company:

According to the Regulations of the Audit Committee of INVL Baltic Real Estate (approved during the General Shareholders Meeting of the Company that was held on 11 April 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

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

Attachments:
Articles of Association of INVL Baltic Real Estate_project.pdf 
INVL Baltic Real Estate_Depository services agreement_project.pdf 
Audit Committee report_for the year 2018.pdf 
INVL Baltic Real Estate_annual audited information_the year 2018.pdf 

The resolutions of the Ordinary General Shareholders Meeting of INVL Baltic Real Estate that was held on 26 March 2018:

1.Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report for 2017

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).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the special closed-ended type real estate investment company INVL Baltic Real Estate.

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).

3. Approval of the consolidated and stand-alone financial statements for 2017 of the special closed-ended type real estate investment company INVL Baltic Real Estate.

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.
4. Regarding profit distribution 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:

The resolutions of the Extraordinary General Shareholders Meeting of INVL Baltic Real Estate that was held on 29 December 2017:

   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.

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 

Resolutions of the general shareholders meeting of INVL Baltic Real Estate that was held on 15 January 2016:

1. Approval of the Dividend payment policy of public limited liability company INVL Baltic Real Estate.
The Shareholders Meeting of INVL Baltic Real Estate, AB got acquainted and approved the Dividend payment policy (attached hereby).

2. Regarding election of the Member of the Board of INVL Baltic Real Estate.
According to the fact that the Member of the Board of INVL Baltic Real Estate Andrius Daukšas decided to resign from the position of the Board member from 3 January 2016, it is decided to elect Egidijus Damulis to the Board of INVL Baltic Real Estate till the end of the term of the Board.

Resolutions of the general shareholders meeting of INVL Baltic Real Estate that was held on 27 April 2016:

1. Presentation of the public joint-stock company INVL Baltic Real Estate consolidated annual report.
Shareholders of the public joint-stock company INVL Baltic Real Estate are presented with the consolidated annual report of INVL Baltic Real Estate (There is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements of the public joint-stock company INVL Baltic Real Estate.
Shareholders of the public joint-stock company INVL Baltic Real Estate are presented with the independent auditor’s report on the financial statements of INVL Baltic Real Estate and audit’s committee report for 2015 (There is no voting on this issue of agenda).

3. On the approval of the consolidated and stand-alone financial statements for 2015 of the public joint-stock company INVL Baltic Real Estate.
To approve the consolidated and companies financial statements for 2015 of the public joint-stock company INVL Baltic Real Estate.

4. Regarding the distribution of the public joint-stock company INVL Baltic Real Estate profit.
To distribute the profit of the public joint-stock company INVL Baltic Real Estate  as follows:

*0.012 EUR is paid for one share

Regarding allocation of the dividends for the shareholders:

Persons, who will be shareholders of INVL Baltic Real Estate at the end of 11 May 2016, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

5. Regarding the change of the public joint-stock company INVL Baltic Real Estate share capital and par value of its shares.
A reserve for purchase of own shares, which is equal to EUR 2,828, is formed in INVL Baltic Real Estate.

Seeking to ensure for shareholders a possibility to sell company’s shares, to delegate the Board to adopt decisions, on the basis of conditions set out below, on purchase of own shares of INVL Baltic Real Estate through the market of official offer of NASDAQ Vilnius, in accordance with the market rules.

Max number of shares to be acquired – the total nominal value of own shares acquired during the whole period may not exceed 1/10 of share capital.
The period during which the company may acquire its own shares – 18 months from the day of this resolution.
The maximum one share acquisition price – value of consolidated equity per one share calculated according to the last financial statement of INVL Baltic Real Estate, which was announced before the decision of the Board, minimum one share acquisition price – EUR 0.30.

Purchased own shares may be cancelled by the decision of the General Shareholders Meeting or sold by the decision of the Board upon the condition that minimum sale price for one share isn’t lower than value of consolidated equity per one share calculated according to the last financial statement of INVL Baltic Real Estate, which was announced before the decision of the Board, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.

The Board of INVL Baltic Real Estate, in accordance with this resolution and the requirements of the Company Law of the Republic of Lithuania, is delegated to organize purchase and sale of own shares, to determine order, time, amount and price of acquired and purchased shares.

Resolutions of the general shareholders meeting of INVL Baltic Real Estate that was held on 30 April 2015:
1. Presentation of the public joint-stock company INVL Baltic Real Estate consolidated annual report.
Shareholders of the public joint-stock company INVL Baltic Real Estate are presented with the consolidated annual report of INVL Baltic Real Estate (There is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements of the public joint-stock company INVL Baltic Real Estate.
Shareholders of the public joint-stock company INVL Baltic Real Estate are presented with the independent auditor’s report on the financial statements of INVL Baltic Real Estate (There is no voting on this issue of agenda).

3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Baltic Real Estate.
To approve the consolidated and companies financial statements for 2014 of the public joint-stock company INVL Baltic Real Estate.

4. Regarding the distribution of the public joint-stock company INVL Baltic Real Estate profit.
To distribute the profit of the public joint-stock company INVL Baltic Real Estate  as follows:

5. Regarding the change of the public joint-stock company INVL Baltic Real Estate share capital and par value of its shares.
According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one INVL Baltic Real Estate share will be changed from LTL 1 to EUR 0,29 cents and the change the share capital accordingly from LTL 7,044,365 to EUR 2,042,865.85.

6. Regarding approval of the New Wording of the public joint-stock company INVL Baltic Real Estate Articles of Association.
According to the resolution of the General Shareholder’s Meeting, decided in the 5th item of the agenda and according to the 2000 July 13th Republic of Lithuania Law on Limited Liability Companies No. VIII-1835 current version and Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law, to approve the new Wording of INVL Baltic Real Estate Articles of Association (attached) by changing all the text.
To authorize Andrius Dauksas, a manager of the public joint-stock company INVL Baltic Real Estate, to sign new wording of the Articles of Association of the public joint-stock company INVL Baltic Real Estate.

7. Regarding the preparation of the reorganization terms of the public joint-stock company INVL Baltic Real Estate
To approve the preparation of the reorganization terms of the public joint-stock company INVL Baltic Real Estate, on the basis to these terms the public joint-stock company INVL Baltic Real Estate is merged with the public joint-stock company Invaldos Nekilnojamojo Turto Fondas.
To authorize the Management Board of INVL Baltic Real Estate to prepare and announce according to the laws the reorganization terms.

Resolutions of the general shareholders meeting of INVL Baltic Real Estate that was held on 28 October 2015:

1.     An increase of the authorized capital of the public joint-stock company INVL Baltic Real Estate. The class of the issued shares, the amount, the par value, the minimal issue price and the payment for the issued shares.
To increase the authorized capital of the public joint-stock company INVL Baltic Real Estate with additional contributions from EUR 12,535,613.08 to EUR 20,880,000 (the authorized capital will be increased by no more than EUR 8,344,386.92).
The authorized capital of the public joint-stock company INVL Baltic Real Estate will be increased by additionally issuing no more than 28,773,748 ordinary registered shares of EUR 0.29 par value each.
The minimal issue price of each newly issued share is EUR 0.35, payment for the shares – by cash contributions.
The minimal issue price of each newly issued share EUR 0.35 is determined taking into account that consolidated equity capital of public joint-stock company INVL Baltic Real Estate on 30 June 2015 was EUR 15.108 million or EUR 0.35 per share.
If not all the newly issued shares are subscribed within the period intended for subscription, the authorised capital of the Company could be increased by the total par value of the subscribed shares. In this case, the Board of the public joint-stock company INVL Baltic Real Estate will decide whether the increased authorized capital is deemed to have occurred. If it happens, the authorized capital of the Company has to be increased by total par value of the subscribed shares. The Board of the Company should change the authorised capital and the number of shares in the Articles of Association of the Company accordingly and submit changed Articles of Association to the Register of Legal Entities.
To delegate the Board of the public joint-stock company INVL Baltic Real Estate, according to their preference, to prepare and set all detailed conditions and the order for subscription and payment of newly issued shares. Also, to set other conditions of a shares issue offer, which were not discussed in the resolution of the general shareholder meeting (including but not restricted to the final issue price of newly issued shares, the final amount of newly issued shares, etc.).
To initiate an inclusion of all newly issued shares of the public joint-stock company INVL Baltic Real Estate to NASDAQ Vilnius stock exchange Secondary list and to authorised the Board of the Company to accomplish all actions related to the matter, including but not restricted, confirm and submit the Bank of Lithuania to confirm the Company’s Prospectus on the offer for newly issued shares and their inclusion into the NASDAQ Vilnius stock exchange Secondary list.

2.     The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Baltic Real Estate.
Taking into consideration that newly issued shares of the public joint-stock INVL Baltic Real Estate will be offered publicly according to the rules set by the Republic of Lithuania Law on securities, to withdraw the pre-emptive right of Company’s shareholders to acquire newly issued ordinary registered.
Rules of subscription for the new shares and subscription period of the newly issued shares will be specified in the publicly published Prospectus of the public joint stock company INVL Baltic Real Estate.

3.     The changes of the Articles of Association and approval of the new edition of the public joint-stock company INVL Baltic Real Estate.
According to part 1 of decision of the General Meeting of the Shareholders and current issue of the Law on Companies of the Republic of Lithuania No. VIII-1835 adopted on 13 July 2000, to approve the new edition of the Articles of Association (attached) of the public joint-stock company INVL Baltic Real Estate by changing the whole text of the Statute.
To authorize Andrius Daukšas, the director of the public joint-stock company INVL Baltic Real Estate, to sign the new edition of the Articles of Association.

4.     Regarding the application for a licence of the closed-end investment company.
Seeking to ensure that the shareholders of INVL Baltic Real Estate, who do not support the proposed decision on this question of the agenda, have the possibility to sell their shares, shareholders who will vote “for” the decision on this item of the agenda, will have to announce a takeover bid to buy remaining shares of public-joint stock company INVL Baltic Real Estate (one or several shareholders will have the right to fulfil this duty for the other shareholders). The shareholders who voted against the decision on this item of the agenda or did not vote at all shall be entitled to sell their shares at the time of the takeover bid.

To reorganize the activity of the public joint-stock company INVL Baltic Real Estate so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings.

To authorize the Board of the public joint-stock company INVL Baltic Real Estate:
1.     To apply to the Bank of Lithuania for obtaining the license of the closed-end investment company INVL Baltic Real Estate;
2.     To prepare the draft of the Articles of Association of the closed-end investment company INVL Baltic Real Estate and the other required documents in order to obtain the license of the closed-end investment company;
3.     To prepare the draft of the Management Agreement with INVL Asset Management, UAB (company code 126263073) for transfer of management of the closed-end investment company INVL Baltic Real Estate;
4.     To negotiate with the potential custodians (depositories) of the closed-end investment company INVL Baltic Real Estate and prepare the draft of the contract with the depository. The key condition of the agreement is that the expenses for custody should not exceed 0.1 per cent of the annual net asset value of the closed-end investment company INVL Baltic Real Estate;
5.     To perform other mandatory actions to obtain the closed-end investment company license for the INVL Baltic Real Estate.

5.     Regarding the takeover bid to purchase the ordinary registered shares of the public joint-stock company INVL Baltic Real Estate.
Seeking to ensure the rights of public joint-stock company INVL Baltic Real Estate shareholders, who did not vote or voted “against” the 4th item on the agenda to sell their shares, shareholders, who voted “for” the resolutions of 4th item of the agenda within one month from the General Shareholders Meeting will have to announce a voluntary takeover bid to purchase the rest of the ordinary registered shares of the public joint-stock company INVL Baltic Real Estate (one or several shareholders will have the right to fulfill this duty for the other shareholders).
The shareholders who voted against the decision on this item of the agenda or did not vote at all shall be entitled to sell their shares at the time of the takeover bid.

6.     Regarding the change of the registered office of the public joint-stock company INVL Baltic Real Estate.
To change the registered office of public joint-stock company INVL Baltic Real Estate and to register new address at municipality of Vilnius, Vilnius city, Gyneju str. 14.

Resolutions of the general shareholders meeting of INVL Baltic Real Estate that was held on 23 December 2014.

1. Regarding election of the audit company to audit financial statements of the financial year 2014 and setting the conditions of payment for the audit services.
To elect joint-stock company PricewaterhouseCoopers, code 111473315, to audit annual financial statements for the financial year 2014.
To set the payment for the audit services not more than LT 10 000 (ten thousand litas), VAT is not included in this amount.

2. Regarding replacement of the registered office of INVL Baltic Real Estate.
To change the registered office of INVL Baltic Real Estate and to register the new address in the premises located at Seimyniskiu str. 1A, Vilnius, Lithuania (unique No. 1399-8031-1015).

3. Regarding election of the Audit Committee members.
To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Real Estate, AB for the 4 (four) years term of office.

4. Regarding approval of the remuneration for the Audit Committee members.
For a work in the Audit Committee of INVL Baltic Real Estate, AB, to set a rate not higher than 500 Litas per hour. To delegate to the Board of the Company to determine the remuneration payment procedure for the Audit Committee members.

5. Approval of the regulations of the formation and activity of the Audit Committee.
To approve the regulations of the formation and activity of the Audit Committee of INVL Baltic Real Estate, AB.

6.Regarding election of the Member of the Board of INVL Baltic Real Estate.
To elect Andrius Dauksas to the Board of INVL Baltic Real Estate till the end of the term of the Board.