Special closed-ended type real estate investment company
The place of the Meeting: the office of
Considering that the quarantine announced in the territory of the
The Meeting will start at
The Meeting’s accounting day
The day of accounting of rights is
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 ofINVL 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 ofINVL Baltic Real Estate to approve the remuneration policy ofINVL 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
1.1. Shareholders of
2. Presentation of the independent auditor's report on the financial statements and consolidated annual report of the
2.1. Shareholders of
3. Regarding the assent to the remuneration report of
3.1. To assent to the remuneration report of
4. Approval of the consolidated and stand-alone financial statements for 2020 of
4.1. To approve the consolidated and stand-alone financial statements for 2020 of
5. Deciding on profit distribution of
5.1. To distribute profit of the special closed-ended type real estate investment company
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
***
6. Presentation of the competence of the
6.1. Shareholders are acquainted that in accordance with Article 15 of the Law on Alternative Managers of Collective Investment Undertakings of the
6.2. Taking into account the Company's consultations with the Supervisory Authority,
6.3. On
6.4. No decision is taken on this item on the agenda.
7. Regarding the reduction of the authorised capital of
7.1. In order to cancel the 5,088,586 own ordinary registered shares acquired by
8. Regarding purchase of own shares of the special closed-ended type real estate investment company
8.1. To authorise the
- 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 theRepublic 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
9.1. Pursuant to Article 19(2) of the Law on Companies of the
1)
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
9.3. To authorise the
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
10.2. It should be noted that the Remuneration Policy for Employees Making Decisions on Risk Taking approved by the Board of the
11. Regarding the determination of the remuneration of the independent member of the Supervisory
11.1. To set the hourly remuneration of the elected independent member of the Supervisory
12. Regarding the amendment of the Articles of
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
14. Regarding the election of members of the
14.1. In view of the fact that the term of office of the members of the
15. Regarding the Report of the
15.1. In accordance with the rules of procedure of the
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,
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.
- 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
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
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
Considering the that the quarantine announced in the territory of the
__________
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
__________
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
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:
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
Attachments
- 1. Annual audited report
- 2. Remuneration Policy for Employees Making Decisions on Risk Taking
- 3. Members of the supervisory board
- 4. Remuneration Policy of the Supervisory Board
- 5. INVL Baltic Real Estate_New wording of Articles of Association
- 6. Real Estate Related Party Transaction Policy Statement
- 7. Members of the audit committee_BRE
- 8. Audit Committee report
- 9. INVL Asset Management_statement
- 10. Investment Committee recommendation
- 11. INVL BRE_General Voting Bulletin
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