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Convocation of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue
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 management company UAB „INVL Asset Management“ (hereinafter – “the Management Company“) the General Ordinary Shareholders Meeting (hereinafter- “the Meeting”) is to be held on 29 April 2021.
The place of the Meeting: the office of INVL Baltic Real Estate, the address Gyneju str. 14, Vilnius.
Considering that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020, was extended until 30 April 2021 - the management of the Company strongly urges the shareholders of the Company to exercise the right to vote on the issues on the agenda of the Meeting by submitting duly completed general ballot papers to the Company. More information on the rights and obligations of shareholders is provided at the end of this notice.
The Meeting will start at 9:00 a.m. (registration starts at 8.30 a.m.).
The Meeting’s accounting day 22 April 2021 (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 day of accounting of rights is 13 May 2021.
The total number of the Company's shares is 13,150,000 shares. Considering that the Company has acquired its own shares, the total number of votes at the Company's shareholders' meeting is 8,061,414 votes.
Agenda of the Meeting:
Presentation of INVL Baltic Real Estate consolidated annual report for 2020
Presentation of the independent auditor's report on the financial statements and consolidated annual report of the INVL Baltic Real Estate
Regarding the assent to the remuneration report of INVL Baltic Real Estate, as a part of the consolidated annual report of INVL Baltic Real Estate for the year 2020
Approval of the consolidated and stand-alone financial statements for 2020 of INVL Baltic Real Estate
Deciding on profit distribution of INVL Baltic Real Estate
Presentation of the competence of the Management Company of INVL Baltic Real Estate to approve the remuneration policy of INVL Baltic Real Estate
Regarding the reduction of the authorised capital of INVL Baltic Real Estate
Regarding purchase of own shares of the special closed-ended type real estate investment company INVL Baltic Real Estate
Regarding the formation of the Supervisory Board of INVL Baltic Real Estate and the election of members of the Supervisory Board
Regarding the approval of INVL Baltic Real Estate Supervisory Board remuneration policy
Regarding the determination of the remuneration of the independent member of the Supervisory Board of INVL Baltic Real Estate
Regarding the amendment of the Articles of Association of INVL Baltic Real Estate, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association
Regarding the approval of the new wording of the Policy for INVL Baltic Real Estate Transactions with Related Parties
Regarding the election of members of the Audit Committee of INVL Baltic Real Estate
Regarding the Report of the Audit Committee of INVL Baltic Real Estate
Draft resolutions of the Meeting:
1. Presentation of INVL Baltic Real Estate consolidated annual report for 2020
1.1. Shareholders of INVL Baltic Real Estate are presented with the consolidated annual report of Baltic Real Estate for 2020 (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 INVL Baltic Real Estate
2.1. Shareholders of INVL Baltic Real Estate are presented with the independent auditor's report on the financial statements and consolidated annual report of INVL Baltic Real Estate (there is no voting on this issue of agenda).
3. Regarding the assent to the remuneration report of INVL Baltic Real Estate, as a part of the consolidated annual report of INVL Baltic Real Estate for the year 2020
3.1. To assent to the remuneration report of INVL Baltic Real Estate, as a part of the consolidated annual report of INVL Baltic Real Estate for the year 2020 (attached).
4. Approval of the consolidated and stand-alone financial statements for 2020 of INVL Baltic Real Estate
4.1. To approve the consolidated and stand-alone financial statements for 2020 of INVL Baltic Real Estate
5. Deciding on profit distribution of INVL Baltic Real Estate
5.1. To distribute 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 |
Net profit (loss) for the financial year | 5.516 |
Profit (loss) not recognized in the income statement of the reporting financial year | |
Transfers from reserves | |
Shareholders contributions to cover loss | |
Distributable profit (loss) in total | 5.517 |
Profit distribution: | (5.517) |
- Profit transfers to the legal reserves | (276,0) |
-Profit transfers to the reserves for own shares acquisition* | (4.274) |
- Profit transfers to other reserves | |
- Profit to be paid as dividends** | (967,0) |
- Profit to be paid as annual payments (bonus) and for other purposes | |
Retained earnings (loss) at the end of the financial year | 0 |
*the reserve is formed to purchase own shares
***0.12 EUR is paid per share
6. Presentation of the competence of the Management Company of INVL Baltic Real Estate to approve the remuneration policy of INVL Baltic Real Estate
6.1. Shareholders are acquainted that in accordance with Article 15 of the Law on Alternative Managers of Collective Investment Undertakings of the Republic of Lithuania, INVL Baltic Real Estate is subject to the Remuneration Policy for Employees Making Decisions on Risk Taking prepared by the Management Company and its approval is within the competence of the Management Company of INVL Baltic Real Estate.
6.2. Taking into account the Company's consultations with the Supervisory Authority, INVL Baltic Real Estate informs that in the future the Management Company will approve changes of the Remuneration Policy for Employees Making Decisions on Risk Taking without a separate approval (decision) of the General Meeting of Shareholders of INVL Baltic Real Estate and will publish the current version of the Management Company's Remuneration Policy for Employees Making Decisions on Risk Taking on the Company's website.
6.3. On 21 December 2020, the Management Company has approved a new wording of the Remuneration Policy for Employees Making Decisions on Risk Taking, which applies to the Company (attached).
6.4. No decision is taken on this item on the agenda.
7. Regarding the reduction of the authorised capital of INVL Baltic Real Estate
7.1. In order to cancel the 5,088,586 own ordinary registered shares acquired by INVL Baltic Real Estate through share buy-back processes, the Company's share capital shall be reduced from EUR 19,067,500 to EUR 11,689,050.30. The share capital is reduced by cancelling 5,088,586 ordinary registered shares with a nominal value of EUR 1.45 issued by INVL Baltic Real Estate, which have been acquired by the Company itself.
8. Regarding purchase of own shares of the special closed-ended type real estate investment company INVL Baltic Real Estate
8.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of own shares and to purchase shares in INVL Baltic Real Estate by the rules mentioned below:
The goal for the purchase of own shares - discount reduction between the net asset value and the market share price of INVL Baltic Real Estate and the possibility to sell its shares to the shareholders;
The maximum number of shares to be acquired could not exceed 1/10 of the authorised capital INVL Baltic Real Estate;
The period during which INVL Baltic Real Estate may purchase its own shares is 18 months from the day of this resolution;
The maximum and minimal shares acquisition price of INVL Baltic Real Estate: the maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price - EUR 1.45;
The conditions of the selling of the purchased shares and minimal sale price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Management Company on condition the minimum sale price of own shares shall be equal to the last net asset value and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares;
The Management Company is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.
9. Regarding the formation of the Supervisory Board of INVL Baltic Real Estate and the election of members of the Supervisory Board
9.1. Pursuant to Article 19(2) of the Law on Companies of the Republic of Lithuania, to form a collegial supervisory body of INVL Baltic Real Estate - the Supervisory Board, and to elect the following persons as its members for a term of 4 (four) years:
1) Raimondas Rajeckas (personal code and place of residence undisclosed);
2) Audrius Matikiūnas (personal code and place of residence undisclosed);
3) Eglė Surplienė (independent member) (personal code and place of residence withheld).
9.2. The members of the Supervisory Board will be able to take up their duties only after (i) their nominations are approved by the Bank of Lithuania, (ii) the amended Articles of Association of the Company are entered in the Register of Legal Entities of State Enterprise Centre of Registers and (iii) the amendments thereto are approved by the Bank of Lithuania.
9.3. To authorise the Management Company of INVL Baltic Real Estate to sign, deliver and collect any and all documents and perform all necessary actions in connection with the present Decision.
10. Regarding the approval of INVL Baltic Real Estate Supervisory Board remuneration policy
10.1. In accordance with Article 37(3) of the Law on Companies of the Republic of Lithuania, to approve of INVL Baltic Real Estate Supervisory Board remuneration policy
10.2. It should be noted that the Remuneration Policy for Employees Making Decisions on Risk Taking approved by the Board of the Management Company shall remain in force and shall be applied by INVL Baltic Real Estate.
11. Regarding the determination of the remuneration of the independent member of the Supervisory Board of INVL Baltic Real Estate
11.1. To set the hourly remuneration of the elected independent member of the Supervisory Board of INVL Baltic Real Estate at EUR 145 per hour (before taxes) for his/her service on the Supervisory Board of INVL Baltic Real Estate.
12. Regarding the amendment of the Articles of Association of INVL Baltic Real Estate, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association
12.1. In light of the decisions of this General Meeting of Shareholders on items 7 and 9 of the agenda, to approve a new version of the Company's Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association).
12.2. To authorise Vytautas Bakšinskas (with the right to sub-delegate) to sign the new wording of the Company's Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.
13. Regarding the approval of the new wording of the Policy for INVL Baltic Real Estate Transactions with Related Parties
13.1. In view of the decision of this General Meeting of Shareholders on item 8 of the agenda and in accordance with Article 32(1)(3) of the Law on Companies of the Republic of Lithuania, to approve of a new wording of the Policy for Transactions with Related Parties.
14. Regarding the election of members of the Audit Committee of INVL Baltic Real Estate
14.1. In view of the fact that the term of office of the members of the Audit Committee of INVL Baltic Real Estate expires in 2021, Dangute Pranckėnienė (independent member) and Tomas Bubinas (independent member) shall be elected to the Audit Committee of INVL Baltic Real Estate for a new 4 (four)-year term.
15. Regarding the Report of the Audit Committee of INVL Baltic Real Estate
15.1. In accordance with the rules of procedure of the Audit Committee of INVL Baltic Real Estate (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 INVL Baltic Real Estate (attached)(no decision is taken on this item of the agenda).
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 www.invlbalticrealestate.lt 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. Considering that on the day of publication of this notice, quarantine is in force on the territory of the Republic of Lithuania, which was extended until 30 April 2021 - we invite the Company's shareholders to give priority to getting acquainted with the information provided in the "For investors" section of the Company's website. Phone for information +370 5 279 0601.
The shareholders are entitled:
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 (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). 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;
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 (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail) or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
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 (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). 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 the 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 general voting bulletin is presented at the Company's webpage www.invlbalticrealestate.lt section For Investors. If 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 general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.
Considering the that the quarantine announced in the territory of the Republic of Lithuania by Government Resolution No. 1226 of 4 November 2020, was extended until 30 April 2021 - the management of the Company strongly urges the shareholders of the Company to exercise the right to vote on the issues on the agenda of the Meeting by submitting duly completed general ballot papers to the Company. All alternatives for participation in the Meeting:
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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 (considering that the quarantine is in force - priority is given to submitting tenders by e-mail and/or registered mail). 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.
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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
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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 29 April 2021 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.
We stress that safety recommendations must be followed by shareholder regarding the use of safety measures and maintaining distance.
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
Attachments
2. Remuneration Policy for Employees Making Decisions on Risk Taking
5. INVL Baltic Real Estate_New wording of Articles of Association
