On the initiative and decision of the Management board of AB INVL Baltic Real Estate (legal entity code 152105644, address of the registered office: Gynėjų str. 14, Vilnius, Republic of Lithuania, hereinafter, the Company), the Company’s extraordinary general meeting of shareholders is to be held on 10 November 2016 at 9:30 a.m.
The extraordinary general meeting of shareholders will be held in the premises at Gynėjų str. 14, Vilnius.
Registration of the shareholders will start at 9:00 a.m.
Only the persons who are the shareholders of the Company at the end of the accounting day of the extraordinary general meeting of shareholders are entitled to participate and to vote at the extraordinary general meeting of shareholders.
The accounting day of the meeting is 3 November 2016.
The total number of the shares issued by the Company, with the nominal value of EUR 0.29 each, and the number of votes carried by such shares in the general meeting of shareholders are the same – 65 750 000 shares. ISIN code of the Company’s shares is LT0000127151.
Agenda of the extraordinary general meeting of shareholders:
1. Approval of the new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.
2. Approval of the Management Agreement of special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.
3. Selection of the depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.
4. Approval of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate.
5. Approval of the rules for formation and activities of the audit committee of special closed-end type real estate investment company INVL Baltic Real Estate, election of members of the audit committee and setting remuneration for the independent member of the audit committee.
Draft resolutions of the Company’s extraordinary general meeting of shareholders:
1. Approval of the new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.
To approve new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate, by replacing the text of the Articles of Association in full (enclosed).
To authorise Egidijus Damulis (with the right to re-delegate the authority) to sign the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.
2. Approval of the Management Agreement of special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.
To approve the Management Agreement with the management company UAB INVL Asset Management (legal entity code 126263073, address of the registered office: Gynėjų str. 14, Vilnius, Republic of Lithuania) (enclosed).
3. Selection of the depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.
To select Swedbank, AB as a depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.
4. Approval of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate.
To approve the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate, prepared by the Management Board (enclosed).
5. Approval of the rules for formation and activities of the audit committee of a special closed-end type real estate investment company INVL Baltic Real Estate, election of members of the audit committee and setting remuneration for the independent member of the audit committee.
To approve the rules for formation and activities of the audit committee of a special closed-end type real estate investment company INVL Baltic Real Estate (enclosed).
To elect Danutė Kadanaitė and Tomas Bubinas (independent member of the audit committee) as members of the audit committee of special closed-end type real estate investment company INVL Baltic Real Estate.
To set remuneration for the independent member of the audit committee for his work in the audit committee at the hourly rate not higher than EUR 145. To instruct the management company UAB INVL Asset Management (legal entity code 126263073, address of the registered office: Gynėjų str. 14, Vilnius, Republic of Lithuania) to determine the procedure of payment of the remuneration to the independent member of the audit committee after the issuance of the license for the closed-end type investment company.
The shareholders may review the documents related to the agenda of the meeting, draft resolutions on every item of the agenda, documents which have to be submitted to the general meeting of shareholders and other information related to exercise of the shareholder’s rights in the premises of AB INVL Baltic Real Estate at Gynėjų str. 16, Vilnius, during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the general meeting of shareholders, submitting a draft resolution on every additional item of the agenda or, where there is no need to take a decision, of the shareholder’s explanation (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). A proposal to supplement the agenda is to be submitted in writing by registered mail or delivered in person against signature. The agenda is supplemented if the proposal is received no later than 14 days before the general meeting of shareholders; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the general meeting of shareholders at any time prior to the date of the general meeting of shareholders (in writing, by registered mail or delivered in person against signature) or in writing during the general meeting of shareholders (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues on the agenda of the general meeting of shareholders in advance but no later than 3 business days prior to the general meeting of shareholders in writing by registered mail or delivered in person against signature.
A shareholder participating at the general meeting of shareholders and having the right to vote, must present a personal identity document. Each shareholder may authorize either a natural or a legal person to participate and to vote on behalf of the shareholder at the general meeting of shareholders. The proxy has the same rights as the represented shareholder would have at the general meeting of shareholders. The authorized persons must have personal identity documents and a 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 general meeting of shareholders. A power of attorney issued abroad must be translated into the Lithuanian language and legalised in accordance with the procedure prescribed by law. The Company does not establish a special form of a power of attorney.
A shareholder is entitled to issue a power of attorney by means of electronic communications to legal or natural persons for participation and voting on his behalf at the general meeting of shareholders. The shareholder must inform the Company about the power of attorney issued by means of electronic communications no later than before the commencement of registration for the general meeting of shareholders. The power of attorney issued by means of electronic communications and the notice about it must be written and may be submitted to the Company by means of electronic communications, if the security of transmitted information is ensured and the identity of the shareholder can be verified.
A shareholder or his proxy may vote in writing by filling in a general ballot paper, in this case the requirement to present a personal identity document does not apply. The form of a general ballot paper is presented on the Company’s website. Upon a shareholder’s request, the Company shall send the general ballot paper to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the general meeting of shareholders free of charge. The shareholder or his authorized representative must sign a completed general ballot paper. The completed general ballot paper signed by the shareholder or other person having the right to vote and the document confirming the right to vote must be presented to the Company in writing no later than on the last working day preceding the meeting, sending them by registered mail to AB INVL Baltic Real Estate at Gynėjų str. 14, LT-01109 Vilnius.
The Company does not provide possibilities of participating and voting at the meeting by means of electronic communications. Information in connection with the convened general meeting of shareholders (notice on convocation of the general meeting of shareholders, information about the Company’s shares, draft resolutions, etc.) is available on AB INVL Baltic Real Estate’s website at www.invlbalticrealestate.lt.
The person authorized to provide additional information:
Egidijus Damulis
CEO
E-mail: Egidijus.damulis@invl.com
Ballot paper of the extraordinary general meeting of shareholders.pdf
Draft Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.pdf
Draft Management Agreement of special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.pdf
Draft depository agreement of special closed-end type real estate investment company INVL Baltic Real Estate.pdf
Curriculum vitae of Tomas Bubinas.pdf
Curriculum vitae of Danutė Kadanaitė.pdf
Draft regulations of the formation and activities of the audit committee of special closed-end type real estate investment company INVL Baltic Real Estate.pdf
