The resolutions of the Extraordinary General Meeting (hereinafter – “the meeting“) of the special closed-ended real estate investment company INVL Baltic Real Estate (hereinafter – “the company”) which was held on December 9, 2022:
1. Presentation of the recommendation of the investment committee of the Company concerning the new wording of the articles of association and the provision of depositary services
1.1. The shareholders of the Company have received the recommendation of the investment committee of the Company on the new drafting of the articles of association and the provision of custodial services (attached) (there is no vote on this matter at agenda).
2. Regarding the Company’s participation in the reorganization
2.1. In accordance with Article 2.97, paragraph 3 of the Civil Code of the Republic of Lithuania, INVL Baltic Real Estate participates in the reorganization by way of merger, whereby the company terminates the activity without liquidation proceedings, namely AB RE 1, company code 302622705, having its registered office at Gynėjų str. 14, Vilnius, is merged with the company that will continue the business activities of INVL Baltic Real Estate.
3. Regarding the approval of the terms and conditions of the reorganization of the Company and AB RE 1
3.1. Approve the terms and conditions of the reorganization of INVL Baltic Real Estate and AB RE 1 dated September 13, 2022.
3.2. Since INVL Baltic Real Estate owns all the shares of the company to be merged, namely AB RE 1, the shares of AB RE 1 will not be exchanged for the shares of the company that will operate after the reorganization, namely the INVL Baltic Real Estate.
4. Concerning the approval of the new version of the Company’s articles of association
4.1. Approve the new drafting of the statutes of INVL Baltic Real Estate, which will be operational after the reorganization, and authorize Vytautas Bakšinskas to sign the new statutes.
5. Concerning the adjustment of payment conditions for audit services
5.1. Set additional remuneration of up to EUR 6,000 per year (VAT will be calculated and paid additionally in accordance with the order established in the legal acts) to the audit company of the Company UAB PricewaterhouseCoopers, entity code legal 111473315, for the audit services of the annual accounts financial statements for the year 2022 in order to meet the requirements of Articles 3 and 4 of Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/ 109/EC of the European Parliament and of the Council as regards regulatory technical standards on the specification of a single electronic declaration format.
6. Concerning the election of an auditor to carry out the audit of the annual accounts and the fixing of the conditions of remuneration of the audit services
6.1. Enter into an agreement with UAB PricewaterhouseCoopers, legal entity code 111473315, to carry out the audit of the annual financial statements of INVL Baltic Real Estate for the year 2023 and establish the payment in the amount of EUR 19,100 per year more indexation (price increase) on the basis of the average annual inflation published by the Department of Statistics of the Government of the Republic of Lithuania in April 2023, calculated on the basis of the Harmonized Index of Consumer Prices (HICP ) plus EUR 6,000 for verification of the Single Electronic Declaration Format (ESEF) (VAT will be calculated and paid additionally in accordance with the order established in the legal acts). The board of directors of the management company of INVL Baltic Real Estate reserves the right to increase the remuneration of the audit company by a maximum of 25% of the total remuneration approved by this decision if the scope of the work audit changes significantly.
7. Regarding the provision of deposit services
7.1. To cancel the decisions of the General Meeting of shareholders of the Company of April 9, 2020, by which it was decided:
7.1.1. Change the Company’s depositary service provider from AB SEB bankas (code – 112021238) to AB Šiaulių bankas (code – 112025254).
7.1.2. Terminate (or otherwise terminate) the Company’s custody service agreement with AB SEB bankas (code – 112021238).
7.1.3. Conclude a new agreement for depository services of the Company with AB Šiaulių bankas (code – 112025254).
7.2. To establish that the Custody Services Agreement No. 2016-11 (with all changes and additions) entered into between the Company and AB SEB bankas (code 112021238) remains valid.
7.3. In accordance with the agreement on a 0.02 percentage point lower custodial fee, approve the amendment to INVL Baltic Real Estate’s custodial services agreement with AB SEB bankas (attached). Authorize Vytautas Bakšinskas to sign the Addendum to the Custodian Services Agreement on behalf of the Company.
8. Regarding the election of a member of the Supervisory Board
8.1. Having regard to the request for resignation presented by Audrius Matikiūnas from his position as a member of the Supervisory Board of the Company, to elect Mantas Gofmanas as a member of the Supervisory Board of the Company (personal identification number and place of residence are not published), and to establish that:
a) he is elected until the end of the current mandate of the Supervisory Board – the day of the Ordinary General Meeting of shareholders of the Company in 2025.
b) the elected member of the Supervisory Board may take office only after the approval of his appointment by the Bank of Lithuania.
Further information:
The shareholders of the real estate investment company INVL Baltic Real Estate have approved the conditions for the reorganization of the merger into the company RE 1, a subsidiary which owns premises in the old town of the Lithuanian capital. The corporate reorganization is expected to be completed again this year.
Following the reorganization, RE 1, which is being merged with INVL Baltic Real Estate, will cease its activities without liquidation proceedings and all its rights and obligations will be transferred to the real estate investment company. Since INVL Baltic Real Estate owns all the shares of the company being merged, after the reorganization the shares of RE 1 will not be exchanged for shares of INVL Baltic Real Estate.
“We expect to complete the business reorganization process by the end of this year. As INVL Baltic Real Estate will directly own all the premises at 37 Vilniaus Street, we will be able to manage the property more efficiently,” says Vytautas Bakšinskas, Real Estate Fund Manager at INVL Asset Management, which manages INVL Baltic Real Estate.
In June 2022, INVL Baltic Real Estate acquired 100% of the shares of RE 1, which owns 257 m². of a non-residential space (a cafe) at 37 Vilniaus Street. After the transaction, INVL Baltic Real Estate became the sole owner of the building in Vilnius Old Town. The total area of the premises held at 37 Vilniaus Street is 1,990 m².
INVL Baltic Real Estate shareholders also approved a proposal on Friday to retain the same audit firm, PricewaterhouseCoopers, to audit the company’s 2023 financial statements. audit for this year and approved remuneration for audit services next year.
In addition, the shareholders revoked a decision of the general meeting of shareholders of INVL Baltic Real Estate of April 9, 2020 to change the company’s depositary service provider and to sign a contract with Šiaulių Bankas instead of SEB Bankas . They voted in favor of maintaining the custody services contract that INVL Baltic Real Estate signed with SEB Bankas in November 2016, as its terms are more economically advantageous.
To replace Audrius Matikiūnas, who tendered his resignation as a member of the Supervisory Board, the shareholders elected Mantas Gofmanas, Head of Legal & Product Development within the Private Equity division of INVL Asset Management. Once permission from the Bank of Lithuania is received, Gofmanas will hold the position until the end of the term of the current Supervisory Board of INVL Baltic Real Estate – on the day of the annual general meeting of shareholders of the company in 2025.
About INVL Baltic Real Estate
INVL Baltic Real Estate owns real estate in Vilnius and Riga: office buildings in the Old Town of the Lithuanian capital on Vilniaus Street and in Šiaurės Miestelis, and the 55 ha Dommo logistics and industrial park at the junction of highways A8 and A5 Riga bypass road. The company’s properties had occupancy rates of 91% to 100% at the end of September 2022.
INVL Baltic Real Estate currently owns properties with a total area of 28,000 m². and a value of 33.94 million euros.
Since its launch as a collective investment scheme (on December 22, 2016), INVL Baltic Real Estate has been one of the Baltic real estate funds open to retail investors with the highest stable returns. The fund operates as a closed-end investment company. The company is managed by INVL, the leading investment management and life insurance group in the Baltic region. INVL Baltic Real Estate will operate as a closed-end investment company until 2046, with a possible extension for another 20 years.
The person authorized to provide additional information:
Real estate fund manager of the management company
Vytautas Baksinskas
E-mail [email protected]
