On the initiative and decision of the Management company of INVL Baltic Real Estate the General Shareholders Meeting of INVL Baltic Real Estate (identification code 152105644, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be held on 11 April 2017 at 9:00 in the premises located in Gyneju str. 14, Vilnius).
Registration of the shareholders will start at 8:30 a.m.
Only the persons who are the shareholders of the Company at the end of the accounting day of the General Shareholders Meeting (4 April 2017) are entitled to participate and to vote at the General Shareholders meeting.
Shareholders rights accounting day will be April 26, 2017.
On 24 March 2017 the Management company of INVL Baltic Real Estate decided to supplement the agenda of the Shareholders Meeting that is to be held on 11 April 2017, with the following question:
The supplemented agenda of the General Shareholders Meeting of INVL Baltic Real Estate includes:
1. Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report.
2. Presentation of the independent auditor's report on the financial statements of the special closed-ended type real estate investment company INVL Baltic Real Estate.
3. On the approval of the consolidated and stand-alone financial statements for 2016 of the special closed-ended type real estate investment company INVL Baltic Real Estate.
4. Regarding the distribution of the special closed-ended type real estate investment company INVL Baltic Real Estate profit.
5. Approval of the regulations of the Audit Committee.
6. Regarding election of the Audit Committee members.
7. Regarding approval of the remuneration for the Audit Committee members.
8. Approval of the Amendment of the Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas.
Draft resolutions of the General Shareholders meeting of INVL Baltic Real Estate:
1. Presentation of the special closed-ended type real estate investment company INVL Baltic Real Estate consolidated annual report.
Shareholders of the special closed-ended type real estate investment company INVL Baltic Real Estate are presented with the consolidated annual report of Baltic Real Estate (There is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements of the special closed-ended type real estate investment company INVL Baltic Real Estate.
Shareholders of the special closed-ended type real estate investment company INVL Baltic Real Estate are presented with the independent auditor's report on the financial statements of INVL Baltic Real Estate (There is no voting on this issue of agenda).
3. On the approval of the consolidated and stand-alone financial statements for 2016 of the special closed-ended type real estate investment company INVL Baltic Real Estate.
To approve the consolidated and companies financial statements for 2016 of the special closed-ended type real estate investment company INVL Baltic Real Estate.
4. Regarding the distribution of the special closed-ended type real estate investment company INVL Baltic Real Estate profit.
To distribute the profit of the special closed-ended type real estate investment company INVL Baltic Real Estate as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 1,091 |
| Net profit (loss) for the financial year | 4,710 |
| Profit (loss) not recognized in the income statement of the reporting financial year | (242) |
| Transfers from reserves | – |
| Shareholders contributions to cover loss | – |
| Distributable profit (loss) in total | 5,559 |
| Profit distribution: | (1,025) |
| – Profit transfers to the legal reserves | (236) |
| -Profit transfers to the reserves for own shares acquisition | – |
| – Profit transfers to other reserves | – |
| – Profit to be paid as dividends* | (789) |
| – Profit to be paid as annual payments (bonus) and for other purposes | – |
| Retained earnings (loss) at the end of the financial year | 4,534 |
*0.012 EUR is paid for one share
5. Approval of the regulations of the Audit Committee.
To approve the regulations of the Audit Committee of INVL Baltic Real Estate (enclosed).
6. Regarding election of the Audit Committee members.
To cancel Danutė Kadanaitė and Thomas Bubinas from INVL Baltic Real Estate audit committee members. To elect Danguolė Pranckėnienė (independent member) and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Real Estate for the 4 (four) years term of office.
7. Regarding approval of the remuneration for the Audit Committee members.
For a work in the Audit Committee of INVL Baltic Real Estate, to set a rate not higher than EUR 145 per hour. To delegate to the Management company of INVL Baltic Real Estate to determine the remuneration payment procedure for the Audit Committee members.
8. Approval of the Amendment of the Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas.
According to the agreement on a 0.04 percentage point lower depository fee, approve the Amendment of the Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with AB SEB bankas (enclosed as an annex to this notification “Amendment No 1”).
The Company provided the information, which according to legal acts must be provided when notifying of the convocation of a meeting, on 20 March 2017 by publishing a notification on material event. An updated ballot paper is enclosed with this notification.
The documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are available at the office of INVL Baltic Real Estate (Gyneju str. 14, Vilnius) during working hours.
The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision – explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is 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 before the General Shareholders Meeting; (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, by registered mail or delivered in person against signature) or in writing during the General Shareholders Meeting (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 of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing by registered mail or delivered in person against signature.
Shareholder participating at the General Shareholders Meeting and having the right to vote must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents confirming their personal identity and 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 Shareholders Meeting. Shareholder is entitled to issue power of attorney by means of electronic communications for legal or natural persons to participate and to vote on its behalf at the General Shareholders Meeting. The shareholders must inform the Company about power of attorney issued by means of electronic communications no later than before the commencement of registration for the General Shareholders Meeting. The power of attorney issued by means of electronic communications and notice about it must be written and submitted to the Company by means of electronic communications.
Shareholder or its representative may vote in writing by filling general voting bulletin, in such a case the requirement to deliver a personal identity document does not apply. The form of general voting bulletin is presented at the Company's webpage. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if authorized person is voting. The filled general voting bulletin must be delivered to INVL Baltic Real Estate by registered mail (address Gyneju str. 14, LT-01109 Vilnius, Lithuania) or in person against signature no later than before the day of the General Shareholders Meeting.
The Company does not provide opportunities to participate and vote at the meeting by electronic means. Information related with the convened General Shareholders Meeting (notice on convocation of General Shareholders Meeting, information about Company's shares, draft resolution, etc.) are available at Company's webpage www.invlbalticrealestate.com.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
