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 18 April 2023.
The place of the Meeting: the office of the Company, the address Gyneju str. 14, Vilnius.
The Meeting will start at 09:00 a.m. (registration starts at 08:30 a.m.).
The Meeting’s accounting day is 11 April 2023 (the persons who are shareholders of the Company at the end of the 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 the accounting of rights is 3 May 2023.
The total number of the Company’s shares is 8,061,414 shares.
Agenda of the Meeting:
Draft resolutions of the Meeting:
1. Presentation of the Company‘s consolidated annual report for 2022
1.1. Shareholders of the Company are 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 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), the new wording of the Articles of Association, and the draft of the remuneration report
3.1. Shareholders of the Company are presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), the 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 are 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:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 1,482.5 |
| Net profit (loss) for the financial year | 4,224 |
| Profit (loss) not recognized in the income statement of the reporting financial year | – |
| Shareholders’ contributions to cover loss | – |
| Distributable profit (loss) at the end of the financial year of the reporting period | 5,706.50 |
| Transfers from reserves | – |
| Distributable profit (loss) in total | 5,706.50 |
| Profit distribution: | (725.5) |
| – Profit transfers to the legal reserves | – |
| -Profit transfers to the reserves for own shares acquisition* | – |
| – Profit transfers to other reserves | – |
| – Profit to be paid as dividends* | (725.5) |
| – Profit to be paid as annual payments (bonus) and for other purposes | – |
| Retained earnings (loss) at the end of the financial year | 4,981 |
*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 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).
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:
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. It is proposed to the shareholders of the Company approve 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 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 to:
The shareholder participating in 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 a special form of 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 rights, also have the right to attend and vote at the Meeting.
A 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 the general voting bulletin is presented at the Company’s webpage www.invlbalticrealestate.lt section For Investors. If the 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 the 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:
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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 correctly completed and are received before the start of the general shareholders’ meeting.
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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
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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 18 April 2023 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.
We stress that safety recommendations must be followed by shareholders regarding the use of safety measures and maintaining distance.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
1. Annual information_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
10. INVL Baltic Real Estate_General Voting Bulletin.pdf
