Resolutions of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate Vilnius Stock Exchange:INR1L

The resolutions of the ordinary general meeting of the special closed real estate investment company INVL Baltic Real Estate (hereinafter: “the Company”), Which took place on April 29, 2021:

1. Presentation of the consolidated annual report of INVL Baltic Real Estate for 2020

1.1. The shareholders of INVL Baltic Real Estate will be presented with the consolidated annual report of Baltic Real Estate for 2020 (there will be no vote on this agenda).

2. Submission of the independent auditor’s report on the annual financial statements and the consolidated annual report of INVL Baltic Real Estate

2.1. The shareholders of INVL Baltic Real Estate will be presented with the independent auditor’s report on the annual financial statements and the consolidated annual report of INVL Baltic Real Estate (there will be no vote on this item on the agenda).

3. With regard to the approval of the Compensation Report of INVL Baltic Real Estate as part of the consolidated annual report of INVL Baltic Real Estate for the year 2020

3.1. Approval of the remuneration report of INVL Baltic Real Estate as part of the consolidated annual report of INVL Baltic Real Estate for the year 2020 (attached).

4. Approval of the consolidated and individual financial statements for 2020 of INVL Baltic Real Estate

4.1. Approval of the consolidated and individual financial statements for 2020 of INVL Baltic Real Estate.

5. Decision on the distribution of profits from INVL Baltic Real Estate

5.1. To distribute the profit of the special closed real estate investment company INVL Baltic Real Estate as follows:

items (Thousand EUR)
Retained earnings at the beginning of the financial year of the reporting period 1
Net profit (loss) for the financial year 5,516
Profit (loss) not recorded in the income statement for the year under review
Transfers from reserves
Contributions from the shareholders to cover the loss
Total distributable profit (loss) 5,517
Distribution of profits: (5,517)
– Transfer of profits to the statutory reserves (276.0)
-Profit transfers to the reserves for the purchase of own shares * (4,274)
– Transfer of profits to other reserves
– Profit to be paid as dividend ** (967.0)
– Profit to be paid as an annual payment (bonus) and for other purposes
Retained earnings at the end of the financial year 0

* *The reserve is created in order to buy own shares
*** EUR 0.12 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 aware that, in accordance with Article 15 of the Law on Alternative Managers of Undertakings for Collective Investment of the Republic of Lithuania, INVL Baltic Real Estate is subject to the Remuneration Policy for employees drawn up by the Management Company, making decisions on taking risks and approving them the responsibility 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 announces that the management company will in future approve changes to the remuneration policy for employees who make decisions about taking risks without separate approval (decision) from the general meeting of INVL Baltic Real Estate and will post the most current version of the Manager’s Compensation Policy for employees making risk-taking decisions on the company’s website.

6.3. On December 21, 2020, the Management Company approved a new wording of the remuneration policy for employees who make decisions about taking risks, which applies to the Company (in the Appendix).

6.4. No decision will be made on this agenda item.

7. In relation to the decrease in the authorized capital of INVL Baltic Real Estate

7.1. In order to cancel the 5,088,586 own ordinary shares acquired by INVL Baltic Real Estate as part of share buyback processes, the company’s share capital will be reduced from EUR 19,067,500 to EUR 11,689,050.30. The share capital will be reduced by canceling 5,088,586 ordinary shares with a nominal value of EUR 1.45 issued by INVL Baltic Real Estate and acquired by the company itself.

8. In relation to the purchase of own shares of the special closed real estate investment company INVL Baltic Real Estate

8.1. To authorize the management company to use the reserve (or part of it) formed for the purchase of own shares and the purchase of shares of INVL Baltic Real Estate according to the following rules:

  1. The objective for buying own shares – reducing the discount 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;
  2. The maximum number of shares to be acquired may not exceed 1/10 of the authorized capital INVL Baltic Real Estate.
  3. The period in which INVL Baltic Real Estate can acquire its own shares is 18 months from the date of this resolution.
  4. The maximum and minimum share purchase price of INVL Baltic Real Estate: the maximum purchase price for one share – the last announced net asset value per share, the minimum purchase price for one share – 1.45 EUR;
  5. The conditions for the sale of the acquired shares and the minimum sale price: The acquired own shares can be canceled by resolution of the general meeting or sold by resolution of the management company on condition that the minimum sale price for own shares is the same up to the last net asset value and the procedure for sale of the shares guarantee all shareholders the same opportunities to acquire these shares;
  6. On the basis of this resolution and the Law on Companies of the Republic of Lithuania, the Management Company is instructed to organize the purchase and sale of its own shares, to organize the purchase and sale of its own shares and to determine an order and a time for the purchase and sale of its own shares as well as the amount of the shares and the share price and to complete all other measures in connection with the buying and selling process for own shares.

9. With regard to the formation of the Supervisory Board of INVL Baltic Real Estate and the election of members of the Supervisory Board

9.1. According to Article 19 (2) of the Law on Enterprises of the Republic of Lithuania, a collegial supervisory body of INVL Baltic Real Estate – the Supervisory Board – should be established and the following persons elected as members for a term of 4 (four) years:

1) Raimondas Rajeckas (personal code and place of residence not disclosed);

2) Audrius Matikiūnas (personal code and place of residence not disclosed);

3) Eglė Surplienė (independent member) (personal code and place of residence retained).

9.2. The members of the Supervisory Board can perform their duties only after (i) their nominations have been approved by the Bank of Lithuania, (ii) the amended Articles of Association of the company are entered in the Register of Legal Entities of the State The Enterprise Center of Registers, and (iii ) the changes thereof are approved by the Bank of Lithuania.

9.3. To authorize the INVL Baltic Real Estate Management Company to sign, deliver and collect all documents and to take all necessary actions in connection with this decision.

10. In relation to the approval of the remuneration policy of the INVL Baltic Real Estate Supervisory Board

10.1. Approval of the remuneration policy of the INVL Baltic Real Estate Supervisory Board in accordance with Article 37 paragraph 3 of the Law on Companies of the Republic of Lithuania

10.2. It should be noted that the remuneration policy approved by the Board of Directors of the Management Company for employees who make decisions about taking risks remains in effect and will be applied by INVL Baltic Real Estate.

11. To determine the remuneration of the independent board member of INVL Baltic Real Estate

11.1. Setting 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 work on the supervisory board of INVL Baltic Real Estate.

12. In relation to 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 authorized to sign the new version of the Articles of Association

12.1. In view of the resolutions of this general meeting on items 7 and 9 of the agenda to approve a new version of the company’s articles of association (the draft articles of association are attached) by replacing the entire text of the articles of association (without further approval of the changes to individual clauses of the statutes).

12.2. To authorize Vytautas Bakšinskas (with the right to sub-delegate) to sign the new wording of the company’s articles of association and register it in accordance with the procedure established by the legislation and the general meeting.

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 resolution of this general meeting on item 8 of the agenda and in accordance with Article 32, paragraph 1, number 3 of the Law on Enterprises of the Republic of Lithuania, a new wording of the Directive for authorized transactions with related parties.

14. With regard to the election of the members of the Audit Committee of INVL Baltic Real Estate

14.1. Given 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) are elected to the Audit Committee of INVL Baltic Real Estate for a new term of 4 (four years.

15. With regard to 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 April 11, 2017 by resolution of the general meeting of shareholders of the company), shareholders are hereby informed of the activity report of the audit committee of INVL Baltic Real Estate (attached) (on this item on the agenda no decision made).

The person authorized to provide additional information:
Real estate fund manager of the management company
Vytautas Bakšinskas
Email [email protected]