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.
Additional information:
The real estate investment company INVL Baltic Real Estate, pursuing the merger into itself of the subsidiary RE1 which owns part of the premises at Vilniaus Street 37 in the Old Town of the Lithuanian capital, will prepare the terms of a reorganization.
An extraordinary general meeting of shareholders of INVL Baltic Real Estate which was held on Tuesday approved the company’s participation in the reorganization and preparation of reorganization terms.
Vytautas Bakšinskas, the real estate fund manager at INVL Asset Management, which manages INVL Baltic Real Estate, notes the purpose of the reorganization is for the fund to directly own all the real estate at Vilniaus Street 37.
In June 2022, INVL Baltic Real Estate acquired 100% of the shares of the company RE 1, which owns a 257 sq. m. non-residential space (café) at Vilniaus Street 37. After the transaction, INVL Baltic Real Estate became sole owner of this distinctive building in the Vilnius Old Town and its holdings at Vilniaus Street 37 increased to 1,990 sq. m.
Following reconstruction of the building at Vilniaus Street 37, the company plans to offer the market about 2,200 sq. m. of leasable space: premium offices on the building’s second and third floors and commercial premises on the first floor.
About INVL Baltic Real Estate
INVL Baltic Real Estate owns real estate in Vilnius and Riga: office buildings in the Old Town of the Lithuanian capital on Vilniaus Street and in Šiaurės Miestelis, and the 55-ha Dommo Logistics and Industrial Park by the juncture of highway A8 and the A5 Riga bypass road. The company’s properties had occupancies of 92% to 100% at the end of June 2022.
INVL Baltic Real Estate’s current property holdings have a total area of 28,000 sq. m. and a value of EUR 33.8 million.
Since its launch as a collective investment undertaking (on 22 December 2016), INVL Baltic Real Estate has been one of the Baltic real estate funds open to retail investors with the highest stable returns. The fund operates as a closed-end investment company. The company is managed by INVL, the leading investment management and life insurance group in the Baltic region. INVL Baltic Real Estate will operate as a closed-end investment company until 2046, with extension possible for a further 20 years.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
