Meeting of 28 October 2015

Resolutions of the general shareholders meeting of INVL Baltic Real Estate that was held on 28 October 2015:
 
1.     An increase of the authorized capital of the public joint-stock company INVL Baltic Real Estate. The class of the issued shares, the amount, the par value, the minimal issue price and the payment for the issued shares.
To increase the authorized capital of the public joint-stock company INVL Baltic Real Estate with additional contributions from EUR 12,535,613.08 to EUR 20,880,000 (the authorized capital will be increased by no more than EUR 8,344,386.92).
The authorized capital of the public joint-stock company INVL Baltic Real Estate will be increased by additionally issuing no more than 28,773,748 ordinary registered shares of EUR 0.29 par value each.
The minimal issue price of each newly issued share is EUR 0.35, payment for the shares - by cash contributions.
The minimal issue price of each newly issued share EUR 0.35 is determined taking into account that consolidated equity capital of public joint-stock company INVL Baltic Real Estate on 30 June 2015 was EUR 15.108 million or EUR 0.35 per share.
If not all the newly issued shares are subscribed within the period intended for subscription, the authorised capital of the Company could be increased by the total par value of the subscribed shares. In this case, the Board of the public joint-stock company INVL Baltic Real Estate will decide whether the increased authorized capital is deemed to have occurred. If it happens, the authorized capital of the Company has to be increased by total par value of the subscribed shares. The Board of the Company should change the authorised capital and the number of shares in the Articles of Association of the Company accordingly and submit changed Articles of Association to the Register of Legal Entities.
To delegate the Board of the public joint-stock company INVL Baltic Real Estate, according to their preference, to prepare and set all detailed conditions and the order for subscription and payment of newly issued shares. Also, to set other conditions of a shares issue offer, which were not discussed in the resolution of the general shareholder meeting (including but not restricted to the final issue price of newly issued shares, the final amount of newly issued shares, etc.).
To initiate an inclusion of all newly issued shares of the public joint-stock company INVL Baltic Real Estate to NASDAQ Vilnius stock exchange Secondary list and to authorised the Board of the Company to accomplish all actions related to the matter, including but not restricted, confirm and submit the Bank of Lithuania to confirm the Company’s Prospectus on the offer for newly issued shares and their inclusion into the NASDAQ Vilnius stock exchange Secondary list.
 
2.     The withdrawal of the pre-emptive right to acquire newly issued ordinary registered shares of the public joint-stock company INVL Baltic Real Estate.
Taking into consideration that newly issued shares of the public joint-stock INVL Baltic Real Estate will be offered publicly according to the rules set by the Republic of Lithuania Law on securities, to withdraw the pre-emptive right of Company’s shareholders to acquire newly issued ordinary registered.
Rules of subscription for the new shares and subscription period of the newly issued shares will be specified in the publicly published Prospectus of the public joint stock company INVL Baltic Real Estate.
 
3.     The changes of the Articles of Association and approval of the new edition of the public joint-stock company INVL Baltic Real Estate.
According to part 1 of decision of the General Meeting of the Shareholders and current issue of the Law on Companies of the Republic of Lithuania No. VIII-1835 adopted on 13 July 2000, to approve the new edition of the Articles of Association (attached) of the public joint-stock company INVL Baltic Real Estate by changing the whole text of the Statute.
To authorize Andrius Daukšas, the director of the public joint-stock company INVL Baltic Real Estate, to sign the new edition of the Articles of Association.
 
4.     Regarding the application for a licence of the closed-end investment company.
Seeking to ensure that the shareholders of INVL Baltic Real Estate, who do not support the proposed decision on this question of the agenda, have the possibility to sell their shares, shareholders who will vote “for” the decision on this item of the agenda, will have to announce a takeover bid to buy remaining shares of public-joint stock company INVL Baltic Real Estate (one or several shareholders will have the right to fulfil this duty for the other shareholders). The shareholders who voted against the decision on this item of the agenda or did not vote at all shall be entitled to sell their shares at the time of the takeover bid.
 
To reorganize the activity of the public joint-stock company INVL Baltic Real Estate so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings.
 
To authorize the Board of the public joint-stock company INVL Baltic Real Estate:
1.     To apply to the Bank of Lithuania for obtaining the license of the closed-end investment company INVL Baltic Real Estate;
2.     To prepare the draft of the Articles of Association of the closed-end investment company INVL Baltic Real Estate and the other required documents in order to obtain the license of the closed-end investment company;
3.     To prepare the draft of the Management Agreement with INVL Asset Management, UAB (company code 126263073) for transfer of management of the closed-end investment company INVL Baltic Real Estate;
4.     To negotiate with the potential custodians (depositories) of the closed-end investment company INVL Baltic Real Estate and prepare the draft of the contract with the depository. The key condition of the agreement is that the expenses for custody should not exceed 0.1 per cent of the annual net asset value of the closed-end investment company INVL Baltic Real Estate;
5.     To perform other mandatory actions to obtain the closed-end investment company license for the INVL Baltic Real Estate.
 
5.     Regarding the takeover bid to purchase the ordinary registered shares of the public joint-stock company INVL Baltic Real Estate.
 Seeking to ensure the rights of public joint-stock company INVL Baltic Real Estate shareholders, who did not vote or voted “against” the 4th item on the agenda to sell their shares, shareholders, who voted “for” the resolutions of 4th item of the agenda within one month from the General Shareholders Meeting will have to announce a voluntary takeover bid to purchase the rest of the ordinary registered shares of the public joint-stock company INVL Baltic Real Estate (one or several shareholders will have the right to fulfill this duty for the other shareholders).
The shareholders who voted against the decision on this item of the agenda or did not vote at all shall be entitled to sell their shares at the time of the takeover bid.
 
6.     Regarding the change of the registered office of the public joint-stock company INVL Baltic Real Estate.
To change the registered office of public joint-stock company INVL Baltic Real Estate and to register new address at municipality of Vilnius, Vilnius city, Gyneju str. 14.

 

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