INVL Asset Management UAB acting as the Management Company (hereinafter – the Management Company) of INVL Baltic Real Estate (registered address Gyneju str. 14 Vilnius, Lithuania, identification code 152105644) (hereinafter – the Company) informs that on the initiative and decision of the Management company the General Ordinary Shareholders Meeting of INVL Baltic Real Estate (hereinafter – the Meeting) is to be held on 9th April 2020.
The place of the Meeting: the office of INVL Baltic Real Estate, the address Gyneju str. 14, Vilnius.
Taking into account the probability that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 207 of 14 March 2020 may be extended to the Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling voting ballot. More information on shareholders' rights and obligations is provided below in this announcement.
The Meeting will start at 9 a.m. (registration starts at 8.30 a.m.).
The Meeting’s accounting day 2nd April 2020 (the persons who are shareholders of the Company at the end of accounting day of the General Shareholders Meetingor 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 General Shareholders Meeting).
The day of accounting of rights is 24th April 2020.
The total amount of the shares of the Company and the amount of shares granting voting rights during the Ordinary General Shareholders Meeting is the same and amounts to 13,150,000 units.
Agenda of the Meeting:
Draft resolutions of the Meeting:
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:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 7.204,0 |
| Net profit (loss) for the financial year | 10.627,0 |
| Profit (loss) not recognized in the income statement of the reporting financial year | (9,0) |
| Transfers from reserves | 3.093,5 |
| Shareholders contributions to cover loss | |
| Distributable profit (loss) in total | 20.915,5 |
| Profit distribution: | (20.914,5) |
| – Profit transfers to the legal reserves | (532,0) |
| -Profit transfers to the reserves for own shares acquisition | |
| – Profit transfers to other reserves | |
| – Profit to be paid as dividends* | (20.382,5) |
| – Profit to be paid as annual payments (bonus) and for other purposes | |
| Retained earnings (loss) at the end of the financial year | 1,0 |
*1.55 EUR is paid per share.
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.
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.
7.1. In accordance with the recommendations of the Management Company (attached), 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.
8.1. 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.
10.1. 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.
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The Board of UAB INVL Asset Management, the Management Company of the special closed-ended type real estate investment company INVL Baltic Real Estate, based on the 103rd and 104th clauses of the current version of the Articles of Association of the special closed-ended type real estate investment company INVL Baltic Real Estate, confirms that changes made in the Company's founding documents submitted for this General Shareholders Meeting are considered as essential and gives its notification to the Meeting (enclosed).
The Investment Committee of the special closed-ended type real estate investment company INVL Baltic Real Estate, acting on behalf of the Management Company, in accordance with Clause 126th of the Company's Articles of Association, presents its recommendations and indicates the consequences of the respective decision to the General Shareholders Meeting (enclosed).
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The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are published on the Company’s website www.invlbalticrealestate.lt section For investors, also available in the office of INVL Baltic Real Estate (Gyneju str. 14, Vilnius) during working hours. Taking into account that on the date of this announcement quarantine is in force in the territory of the Republic of Lithuania (and there is no possibility to predict or extend its validity) – we invite shareholders of the Company to give priority to familiarization with the information provided in the Companys website section „For Investors“. Email for information breinfo@invl.com
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision – explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by email breinfo@invl.com (in view of the current quarantine – we invite you to give priority to provide proposals by electronic and (or) by registered mail).The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders 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 and (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by email breinfo@invl.com) (in view of the current quarantine – we invite you to give priority to provide proposals by electronic and (or) by registered mail) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by email breinfo@invl.com. (in view of the current quarantine – we invite you to give priority to provide proposals by electronic and (or) by registered mail) All answers related to the agenda of the General Shareholders Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General Shareholders Meeting or simultaneously to all shareholders of the Company prior to the General Shareholders 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.
Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. A power of attorney issued by a natural person must be certified by a notary. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the General Shareholders Meeting. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney. The persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Shareholders Meeting.
Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail breinfo@invl.com not later than on the last business day before the General Shareholders Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means, if the transmitted information is secured and the shareholder's identity can be identified. 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.
The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication.
Taking into account the probability that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 207 of 14 March 2020 may be extended to the Meeting Day, the management of the Company strongly urges the Company's shareholders to vote on the agenda items in writing, by filling voting ballot.
Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is presented at the Company's webpage www.invlbalticrealestate.com section For Investors. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania no later than the day before of the General Shareholders Meeting, or delivered in person to the representative of the Company until commencement of the General Shareholders Meetings. Ballots will be considered as valid if they are properly filled-in and received by the Company prior the Meeting.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
INVL Baltic Real Estate_audited annual information-2019.pdf
INVL Baltic Real Estate_General Voting bulletin.pdf
INVL Baltic Real Estate_Depository services agreement.pdf
INVL Baltic Real Estate_Articles of Association.pdf
INVL Baltic Real Estate_Dividend payment policy.pdf
INVL Baltic Real Estate_Renumeration Policy lithuanian only.pdf
INVL Asset Management_Statement to the shareholders meeting of INVL BRE.pdf
INVL Baltic Real Estate_Recommendation to the shareholders meeting.pdf
