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:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | – |
| Net profit (loss) for the financial year | 3,399 |
| 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 | 3,399 |
| Transfers from reserves | 663.5 |
| Distributable profit (loss) in total | 4,063 |
| Profit distribution: | (2,581) |
| – Profit transfers to the legal reserves | – |
| -Profit transfers to the reserves for own shares acquisition* | (1,613.5) |
| – Profit transfers to other reserves | – |
| – Profit to be paid as dividends** | (967) |
| – Profit to be paid as annual payments (bonus) and for other purposes | – |
| Retained earnings (loss) at the end of the financial year | 1,482 |
*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:
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).
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
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
