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Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue

INVL Baltic Real Estate
INVL Baltic Real Estate

Special closed-ended type real estate investment company INVL Baltic Real Estate, legal entity code 152105644, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company” or “INVL Baltic Real Estate”), informs that on the initiative and decision of the management company UAB „INVL Asset Management“ (hereinafter – “the Management Company“), the General Extraordinary Shareholders Meeting (hereinafter- “the Meeting”) is to be held on 9 December 2022.

The place of the Meeting: the office of Company, the address Gyneju str. 14, Vilnius.

The Meeting will start at 09:00 a.m. (registration starts at 08:30 a.m.).

The Meeting’s accounting day 2 December 2022 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting).

The total number of the Company's shares is 8,061,414 shares.

Agenda of the Meeting:

  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.

  2. Regarding the Company's participation in the reorganisation.

  3. Regarding the approval of the terms and conditions of the reorganisation of the Company and AB RE 1.

  4. Regarding the approval of the new version of the Company's Articles of Association.

  5. Regarding the adjustment of the terms of payment for audit services.

  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.

  7. Regarding the provision of depository services.

  8. Regarding the election of a member of the Supervisory Board.

Draft resolutions of the Meeting:

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 are 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 Bakšinksas 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 Bakšinksas 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.

The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting, and other information related to the realization of shareholders' rights are published on the Company’s website https://bre.invl.com/en/ section For investors, and also by prior agreement available at the premises of the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Phone for information +370 5 279 0601.

The shareholders are entitled:

  1. to propose to supplement the agenda of the 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 sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail breinfo@invl.com. The agenda is supplemented if the proposal is received no later than 14 days before the Meeting. In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on convening of the Meeting;

  2. to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting at any time prior to the date of the Meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail breinfo@invl.com or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);

  3. to submit questions to the Company related to the issues of the agenda of the Meeting in advance but no later than 3 business days prior to the Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or, by prior agreement, delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail breinfo@invl.com. All answers related to the agenda of the Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the Meeting or simultaneously to all shareholders of the Company prior to the Meeting. The Company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the Company's confidential information or commercial secrets.

The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity. A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the Meeting. The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in a general ballot paper.

Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person's rights are limited by the power of attorney or by the law. The authorized persons must have the document 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 Meeting. The Company does not establish special form of power of attorney. A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The persons with whom shareholders concluded the agreements on the disposal of voting right, also have the right to attend and vote at the 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 Meeting. No notarisation of such authorization is required. The power of attorney issued through electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through the means of electronic communication by e-mail breinfo@invl.com not later than on the last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be possible to download software to verify an electronic signature of the shareholder free of charge.

The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.

Shareholders of the Company are urged to use the right to vote on the issues in the agenda of the Meeting by submitting properly completed general voting bulletins to the Company in advance. The form of the general voting bulletin is presented on the Company's webpage https://bre.invl.com/en/ section For Investors. If the shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person no later than 10 days prior to the Meeting free of charge. If the general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.

The Company invites its shareholders who decide to participate in the Meeting to choose one of the following alternatives:
__________

Alternative No. 1:

A shareholder or person authorised by them should complete and sign a written voting bulletin and send it to the Company by e-mail ( breinfo@invl.com) and send the original bulletin by registered or ordinary post to the address Gynėjų str. 14, LT-01109 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gynėjų str. 14, LT-01109 Vilnius without submitting a copy to the e-mail address specified or delivered in person to the Company on business days at the Company‘s registered address mentioned above. Along with a bulletin, a document confirming the right to vote must also be sent. Those voting bulletins shall be deemed valid which are properly completed and are received before the start of the general shareholders meeting.

__________

Alternative No. 2:

A shareholder or person authorised by them should complete a written voting bulletin, save it on their computer and sign it with a qualified electronic signature. Send the written voting bulletin which is properly completed and signed with a qualified electronic signature to the Company by e-mail at breinfo@invl.com.

The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign

__________

Alternative No. 3:

If shareholders of the Company do not have the possibility to use voting alternatives No. 1 or No. 2, the Company will provide conditions for the shareholders or persons duly authorised by them to come on 9 December 2022 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

Additional information:

Shareholders of the real estate investment company INVL Baltic Real Estate will vote on approving the reorganization terms for the merger into the company of RE 1, a subsidiary which owns part of the premises at Vilniaus Street 37 in the Old Town of the Lithuanian capital. An extraordinary meeting of shareholders will be held on 9 December, with plans to complete the reorganization of the companies by the end of this year.

Under the reorganization terms, RE 1, on 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. Since 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.

“Once shareholders have approved the reorganization terms, we expect to complete the reorganization process itself by the end of the year,” 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 a 257 sq. m. non-residential space (café) at Vilniaus Street 37 in Vilnius. 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 will also vote on 9 December on whether to retain the same audit firm, PricewaterhouseCoopers, to audit the company’s financial statements for 2023. Additionally, they will revise the terms of payment for audit services for this year and vote on remuneration to the auditor for its services next year.

It is further proposed that the shareholders of INVL Baltic Real Estate revoke a decision adopted at the 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. It is proposed that the depository services agreement which INVL Baltic Real Estate signed with SEB Bankas in November 2016 be left in force since its terms are economically more advantageous.

Proposed to replace Audrius Matikiūnas, who has tendered his resignation as a member of the Supervisory Board, is Mantas Gofmanas, the Head of Legal & Product Development in the Private Equity Division of INVL Asset Management, which manages INVL Baltic Real Estate. If the shareholders’ meeting approves and the permission of the Bank of Lithuania is received, Mantas Gofmanas would 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 an 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

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