Resolutions of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate
Wednesday, 30 April 2025 ()
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 30 April 2025:
*1. Presentation of the Company‘s consolidated annual management report for ** 2024*
1.1. Shareholders of the Company were presented with the consolidated annual management report of the Company for 2024 (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 management 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 management 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 amendment of the Articles of Association, and related reduction of the authorised capital 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 amendment of the Articles of Association, and related reduction of the authorised capital and the draft of the remuneration report (attached) (there is no voting on this issue of agenda).
*4. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual management report of the Company for the year 2024*
4.1. To assent to the remuneration report of the Company, as a part of the consolidated annual management report of the Company for the year 2024 (attached).
*5. Approval of the consolidated and stand-alone financial statements for ** 2024** of the Company*
5.1. To approve the consolidated and stand-alone financial statements for 2024 of the Company.
*6. Deciding on profit distribution of the Company*
6.1. To distribute profit of the Company as follows:
*Article* *(thousand EUR)*
Retained earnings (loss) at the beginning of the financial year of the reporting period 4,954
Net profit (loss) for the financial year 2,739
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 7,693
Transfers from reserves -
Distributable profit (loss) in total 7,693
Profit distribution:
- 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* (716)
- Profit to be paid as annual payments (bonus) and for other purposes -
Retained earnings (loss) at the end of the financial year 6,977
*0.09 EUR is paid per share
*7. Regarding the reduction of the authorised capital of INVL Baltic Real Estate*
7.1. In order to cancel the 107,480 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 11,689,050.30 to EUR 11,533,204.30. The share capital is reduced by cancelling 107,480 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 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*
8.1. In light of the decision on the reduction of the authorised capital (item 7 of the agenda), as well as the recommendations of the Company’s Investment Committee, to approve the new wording of the Articles of Association of the Company (the draft Articles of Association is attached), which includes the following changes: (i) updated descriptions of the risks related to the Company’s activities; (ii) inclusion of archiving expenses in the list of the Company's expenses; (iii) authorisation for the Management Company’s Board to make decisions regarding the issuance of the Company’s bonds. These amendments to the Articles of Association are not considered material. The new wording of the Articles of Association is approved by replacing the entire text thereof, without separate approval of amendments to individual provisions.
8.2. 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.
*9. Presentation of the Company‘s Management Company‘s statement on the share purchase price, the amendment of the Articles of Association and related reduction of the authorised capital *
9.1. Shareholders of the Company were presented with the Company‘s Management Company‘s statement on the share purchase price, the amendment of the Articles of Association and related reduction of the authorised capital (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 own shares and after evaluation of the economic viability to purchase shares in INVL Baltic Real Estate by the rules mentioned below:
(i) the goal for the purchase of own shares – to reduce the authorized capital of the Company by cancelling the shares purchased by the Company;
(ii) the maximum number of shares to be acquired could not exceed 1/10 of the authorised capital of the Company;
(iii) the period during which the Company may purchase its own shares is 18 months from the day of this resolution;
(iv) the maximum one share acquisition price – the last announced net asset value per share;
(v) the minimal one share acquisition price – EUR 1.45;
(vi) the conditions of the selling of the purchased shares and minimal selling price – the purchased shares are not planned to be sold and therefore the minimum selling price and the selling procedure for the shares are not determined. The shares acquired by the Company may be cancelled by decision of the General Meeting of Shareholders;
(vii) the Management Company is delegated on the basis of this resolution, the Law on Companies of the Republic of Lithuania and other legal acts, to make specific decisions regarding the purchase of the Company’s own shares, to organize procedure of purchase of own shares, determine the method and procedure for purchase of own shares (including the right to buy back shares in accordance with the provisions of Article 5, paragraph 1 of the European Parliament and Council Regulation (EU) No. 596/2014 on market abuse), timing as well as the amount of shares and shares’ price, and to complete all other actions related with purchase procedure of own shares.
10.2. To initiate a reduction of the Company's authorized capital by cancelling the shares acquired by the Company only if the nominal value of the own shares acquired and held by the Company exceeds 1/10 of the share capital.
10.3. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 April 2024 regarding acquisition of the Company's own shares shall expire.
*11. Regarding the election of members of the Audit Committee of INVL Baltic Real Estate*
11.1. Given that in 2025, the term of office of the members of the Audit Committee of the Company expires, to elect three members: Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas to the Audit Committee of the Company for new 4 (four) years term of office.
*12. Update of the Regulations of the Audit Committee*
12.1. Considering the changes in the Law of the Republic of Lithuania on the Audit of Financial Statements and Other Assurance Services regarding the obligations of the Audit Committee as well as the election of three Audit Committee members for the new term of office, the Regulations of the Audit Committee are updated accordingly. It was proposed to the shareholders of the Company to approve the new version of the Regulations of Audit Committee (attached).
*13. Regarding the determination of the remuneration of the Audit Committee members of the Company*
13.1. To set the hourly remuneration for each member of the Audit Committee of the Company at EUR 200 per hour (before taxes) for the service on the Audit Committee of the Company, which is paid for actual hours spent while performing the activities of the Audit Committee member.
*14. Presentation of 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 18 April 2023 by decision of the General Meeting of Shareholders of the Company), the shareholders hereby were briefed on the activity report of the Audit Committee of the Company (attached) (there is no voting on this issue of agenda).
The person authorized to provide additional information:
Real Estate Fund Manager of Management Company
Vytautas Bakšinskas
E-mail vytautas.baksinskas@invl.com
*Attachments*
· 2. INVL Baltic Real Estate_Auditors report_2024
· 3. Investment Committee recommendation
· 4. Remuneration report
· 5. New wording of INVL Baltic Real Estate Articles of Association
· 6. INVL AM statement
· 7. Candidates for the Audit Committee_2025
· 8. Regulations of the audit committee_2025
· 9. INVL_BRE_Audit_Committee_2024_report
· 1. invlbalticrealestate-2024-12-31-0-en (2)
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