Resolutions of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate
The resolutions of the General Ordinary Shareholders Meeting (hereinafter - "the Meeting") of special closed-ended type real estate investment company INVL Baltic Real Estate (hereinafter – “the Company”) that was held on 18 April 2023:
1. Presentation of the Company‘s consolidated annual report for 2022
1.1. Shareholders of the Company were presented with the consolidated annual report of the Company for 2022 (attached) (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 Company
2.1. Shareholders of the Company were presented with the independent auditor's report on the financial statements and consolidated annual report of the Company (attached) (there is no voting on this issue of agenda).
3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), the new wording of the Articles of Association, and the draft of the remuneration report
3.1. Shareholders of the Company were presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), the new wording of the Articles of Association, and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).
4. Presentation of the Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2022 of the Company, a draft of the profit (loss) distribution, Company‘s consolidated annual report for 2022, a draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation
4.1. Shareholders of the Company were presented with the Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2022 of the Company, a draft of the profit (loss) distribution, Company‘s consolidated annual report for 2022, a draft of the remuneration policy, also regarding the activity of the Board of the Management Company and Company‘s investment committee, presentation of the information on Company’s strategy implementation (attached) (there is no voting on this issue of agenda).
5. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022
5.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022 (attached).
6. Approval of the consolidated and stand-alone financial statements for 2022 of the Company
6.1. To approve the consolidated and stand-alone financial statements for 2022 of the Company.
7. Deciding on profit distribution of the Company
7.1. To distribute the profit of the Company as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 1,482.5 |
| Net profit (loss) for the financial year | 4,224 |
| Profit (loss) not recognized in the income statement of the reporting financial year | - |
| Shareholders' contributions to cover loss | - |
| Distributable profit (loss) at the end of the financial year of the reporting period | 5,706.50 |
| Transfers from reserves | - |
| Distributable profit (loss) in total | 5,706.50 |
| Profit distribution: | (725.5) |
| - Profit transfers to the legal reserves | - |
| -Profit transfers to the reserves for own shares acquisition* | - |
| - Profit transfers to other reserves | - |
| - Profit to be paid as dividends* | (725.5) |
| - Profit to be paid as annual payments (bonus) and for other purposes | - |
| Retained earnings (loss) at the end of the financial year | 4,981 |
*0.09 EUR is paid per share
8. Regarding approval of a new version of the Company’s Articles of Association
8.1. Considering that a new version of the Republic of Lithuania Law on Companies entered into effect on 30 November 2022 and according to the provisions of section 1 of article 78 therein, the requirement to form a collegial body with supervisory functions no longer applies to investment companies specified in the Republic of Lithuania Law on Collective Investment Undertakings with the legal form of a public limited liability company whose shares are admitted to trading on a regulated market, to eliminate the Company’s collegial body with a supervisory function – the Supervisory Board, to envisage in the Company’s Articles of Association that the Management Company may form an Advisory Committee of the Company, and to approve a new version of the Articles of Association (a draft of which is attached) to replace the full text of the Articles of Association (without additionally approving the amendments to the individual sections of the Articles of Association).
8.2. To authorise Vytautas Bakšinskas (with the right to redelegate) to sign the new version of the Articles of Association and to register it in the manner established by law and by the general meeting of shareholders.
9. Presentation of the Company‘s Management Company‘s statement on the share purchase price
9.1. Shareholders of the Company were presented with the Company‘s Management Company‘s statement on the share purchase price (attached) (there is no voting on this issue of agenda).
10. Regarding the purchase of own shares of the Company
10.1. To authorise the Management Company to use the formed reserve (or the part of it) for the purchase of its own shares and after evaluation of the economic viability 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 – is the last announced net asset value per share, and the minimal one-share acquisition price – is 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 the purchase and sale of own shares, to organise the purchase and selling procedure of own shares, and to determine 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.
11. Regarding the repeal of the Supervisory Board remuneration policy
11.1. In light of the draft resolution of this General Meeting of Shareholders on agenda item 8, recognise that the remuneration policy for the Supervisory Board of the Company is no longer in force.
11.2. Note that the remuneration policy for employees who make decisions on taking risks, which was adopted by the Board of the Management Company, remains in force at INVL Baltic Real Estate and shall further apply (the remuneration policy is published on Company’s website ).
12. Regarding the approval of the new wording of the INVL Baltic Real Estate Related Policy on Transactions with Related Parties
12.1. Considering the draft resolution of this General Meeting of Shareholders on agenda item 8 and amendments to article 37 (2) of the Republic of Lithuania Law on Companies, to approve a new wording of the INVL Baltic Real Estate Policy on Transactions with Related Parties (attached).
13. Regarding the approval of new wording of the Regulations of the Audit Committee
13.1. Considering the changes in the Law on Companies regarding the evaluation of transactions with the Company’s related party, the Regulations of the Audit Committee are updated accordingly. The shareholders of the Company approved the new wording of the Regulations of the Audit Committee (attached).
14. Regarding the Report of the Audit Committee of the Company
14.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 11 April 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders were hereby briefed on the activity report of the Audit Committee of the Company (attached) (no decision is taken on this item of the agenda).
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail
Attachments
