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.
Additional information:
Shareholders of the real estate investment company INVL Baltic Real Estate approved reorganization terms for the merger into the company of RE 1, a subsidiary that owns premises in the Old Town of the Lithuanian capital. The reorganization of the companies is expected to be completed still this year.
Following the reorganization, RE 1, which is being merged into INVL Baltic Real Estate, will cease operations without a liquidation procedure, and all its rights and obligations will transfer to the real estate investment company. Because INVL Baltic Real Estate owns all the shares of the company that is being merged into it, after the reorganisation, the shares of RE 1 will not be exchanged for shares of INVL Baltic Real Estate.
“We expect to complete the process of reorganizing the companies by the end of this year. As INVL Baltic Real Estate will directly own all the premises at Vilniaus Street 37, we’ll be able to manage the property more effectively,” says Vytautas Bakšinskas, the real estate fund manager at INVL Asset Management, which manages INVL Baltic Real Estate.
In June 2022, INVL Baltic Real Estate acquired 100% of the shares of RE 1, which owns 257 sq. m. of non-residential space (a café) at Vilniaus Street 37. After the transaction, INVL Baltic Real Estate became the sole owner of the building in the Vilnius Old Town. The total area of the premises owned at Vilniaus Street 37 is 1,990 sq. m.
The shareholders of INVL Baltic Real Estate on Friday also approved a proposal to retain the same audit firm, PricewaterhouseCoopers, to audit the company’s financial statements for 2023. Additionally, they revised the terms of payment for audit services for this year and approved the remuneration for audit services next year.
Further, shareholders revoked a decision of the INVL Baltic Real Estate shareholders meeting of 9 April 2020 to change the company’s provider of depository services and sign a contract with Šiaulių Bankas instead of SEB Bankas. They voted to leave in force the depository services agreement which INVL Baltic Real Estate signed with SEB Bankas in November 2016, since its terms are economically more advantageous.
To replace Audrius Matikiūnas, who has tendered his resignation as a member of the Supervisory Board, shareholders elected Mantas Gofmanas, the Head of Legal & Product Development in the Private Equity Division of INVL Asset Management. Once the permission of the Bank of Lithuania is received, Gofmanas will hold the position until the term of INVL Baltic Real Estate’s current Supervisory Board ends – on the day of the company’s Annual General Meeting of Shareholders in 2025.
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 91% to 100% at the end of September 2022.
INVL Baltic Real Estate currently owns properties with a total area of 28,000 sq. m. and a value of EUR 33.94 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
3. Annex No 1 to terms of reorganisation. BRE Minutes of General Shareholder Meeting.pdf
6. Annex No 4 to terms of reorganisation. A list of real estate.pdf
2. Terms of reorganisation.pdf
8. Information about the candidate for the members of the SB.pdf
1. Recommendation of the Companys investment committee..pdf
5. Annex No 3 to terms of reorganisation. New wording of Articles of Association of BRE..pdf
7. Amendment of the Depositary services agreement.pdf
4. Annex No 2 to terms of reorganisation. RE 1 Decision of Sole Shareholder.pdf
