INVL Baltic Real Estate - Notification on material event

Convocation of the Shareholders Meeting of INVL Baltic Real Estate and draft resolutions

Vilnius, Lithuania, 2015-07-10 15:02 CEST (GLOBE NEWSWIRE) -- On the initiative
and decision of the Management Board of INVL Baltic Real Estate the General
Shareholders Meeting of INVL Baltic Real Estate, AB (identification code
303299735, the registered address Seimyniskiu str. 1A Vilnius, Lithuania) is to
be held on 10 August 2015 at 8:30 a.m. in the office of Invalda INVL
(Seimyniskiu str. 1, Vilnius). 
Registration of the shareholders will start at 8:00 a.m.
Only the persons who are the shareholders of the Company at the end of the
accounting day of the General Shareholders Meeting (3 August 2015) are entitled
to participate and to vote at the General Shareholders meeting. 

The agenda of the General Shareholders Meeting of INVL Baltic Real Estate, AB
includes: 

1)    Regarding the reorganization of public joint-stock company INVL Baltic
Real Estate. 
2)    Regarding the approval of the Terms of Reorganization of public
joint-stock company INVL Baltic Real Estate. 
3)    Regarding the approval of the New Wording of the company resulting from
the reorganisation Articles of Association. 
4)    Regarding the formation of audit comittee of the company resulting from
the reorganization, the approval of audit comittee formation and rules of
activity, the election of members and the setting of remuneration for the
independent member of audit comittee. 
5)    Regarding the set of annual financial statements of the company resulting
from the reorganization for the carrying out of the audit and the setting of
conditions for payment for audit services. 
6)    Regarding the registered office address of the company resulting from the
reorganization. 
7)    Regarding the removal of the board of the company resulting from the
reorganization and the election of the new board. 

Draft resolutions of the General Shareholders meeting of INVL Baltic Real
Estate: 

1)    Regarding the reorganization of public joint-stock company INVL Baltic
Real Estate. 
In accordance with paragraph 3 of Article 2.97 of the Civil Code of the
Republic of Lithuania, to reorganize public joint-stock company INVL Baltic
Real Estate in the manner of joining, merging the company into public
joint-stock company Invaldos Nekilnojamojo Turto Fondas (code 152105644), which
after the reorganization becomes successor to all rights and obligations of the
public joint-stock company INVL Baltic Real Estate, including the name, and
continues its operations under a new name as a public joint-stock company INVL
Baltic Real Estate. 

2)    Regarding the approval of the Terms of Reorganization of public
joint-stock company INVL Baltic Real Estate. 
To approve the Terms of Reorganization of public joint-stock company INVL
Baltic Real Estate and public joint-stock company Invaldos Nekilnojamojo Turto
Fondas of 30 June, 2015 (on 30 June, 2015 it was published about preparation of
the Terms of Reorganization of public joint-stock company INVL Baltic Real
Estate and public joint-stock company Invaldos Nekilnojamojo Turto Fondas, on 1
July, 2015 the Manager of the Register of Legal Entities published about
received Terms of Reorganization). 

3)    Regarding the approval of the New Wording of the company resulting from
the reorganisation Articles of Association. 
To approve the Articles of Association (attached hereby) of the public
joint-stock company Invaldos Nekilnojamojo Turto Fondas which after the
reorganization continues its operations under the new name - public joint-stock
company INVL Baltic Real Estate. 

To authorise Andrius Daukšas to sign the Articles of Association of the public
joint-stock company Invaldos Nekilnojamojo Turto Fondas which after the
reorganization continues its operations under the new name - public joint-stock
company INVL Baltic Real Estate. 

4)    Regarding the formation of audit comittee of the company resulting from
the reorganization, the approval of audit comittee formation and rules of
activity, the election of members and the setting of remuneration for the
independent member of audit comittee. 
Considering that the Company‘s resulting in the reorganization securities will
be traded on a regulated market operating in the Republic of Lithuania, to
approve the decision of shareholder of the company resulting in the
reorganization: 

4.1. to form the audit comittee in the company resulting from the
reorganization of two members; 
4.2. to approve  the rules of audit comittee of the company resulting from the
reorganization fomation and activity (attached hereby); 
4.3. to elect Danutė Kadanaitė and Tomas Bubinas (independent member of audit
comittee) as the members of audit comittee of the company resulting from
reorganization; 
4.4. to set the remuneration of work in audit comittee for the independent
member of audit comittee not more than EUR 145 for an hour. To authorise the
board of the company resulting from the reorganization to set the procedure of
paying the remuneration for the independent member of audit comittee. 

5)    Regarding the set of annual financial statements of the company resulting
from the reorganization for the carrying out of the audit and the setting of
conditions for payment for audit services. 
To approve the decision of shareholder of the company resulting in the
reorganization to enter into contract with private limited liability company
PricewaterhouseCoopers (code 111473315) for carrying out the audit of 2015,
2016 and 2017 set of annual financial statments, setting 10 550 EUR
remuneration for each year of the set of annual financial statements audit
(value-added tax is calculated and paid additionally according the procedures
laid down in legal acts).  To authorise the manager of the company resulting
from the reorganization to reconcile other conditions (including remuneration
of additional services) of contract of audit services. 

6)    Regarding the registered office address of the company resulting from the
reorganization. 
To approve the decision of shareholder of the company resulting in the
reorganization to change the registered office address and to register the
office at municipality of Vilnius, Vilnius city, Šeimyniškių str. 1A. 

7)    Regarding the removal of the board of the company resulting from the
reorganization and the election of the new board. 
To approve the decision of shareholder of the company resulting in the
reorganization to remove the board of the company in corpore and to elect
Alvydas Banys, Andrius Daukšas and Indrė Mišeikytė as the members of the new
board. 



The documents related to the agenda, draft resolutions on every item of agenda,
documents what have to be submitted to the General Shareholders Meeting and
other information related to realization of shareholders rights are available
at the office of INVL Baltic Real Estate (Seimyniskiu str. 1A, Vilnius, 6
floor) during working hours. 

The shareholders are entitled: (i) to propose to supplement the agenda of the
General Shareholders 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 by registered mail or delivered in person against signature. The
agenda is supplemented if the proposal is received no later than 14 before the
General Shareholders Meeting; (ii) to propose draft resolutions on the issues
already included or to be included in the agenda of the General Shareholders
Meeting at any time prior to the date of the General Shareholders meeting (in
writing, by registered mail or delivered in person against signature) or in
writing during the General Shareholders Meeting (this right is granted to
shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to
submit questions to the Company related to the issues of agenda of the General
Shareholders Meeting in advance but no later than 3 business days prior to the
General Shareholders Meeting in writing by registered mail or delivered in
person against signature. 
Shareholder participating at the General Shareholders Meeting and having the
right to vote must submit documents confirming personal identity. Each
shareholder may authorize either a natural or a legal person to participate and
to vote on the shareholder's behalf at the General Shareholders Meeting. The
representative has the same rights as his represented shareholder at the
General Shareholders Meeting. The authorized persons must have documents
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 General Shareholders 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 General Shareholders Meeting. The shareholders must inform the
Company about power of attorney issued by means of electronic communications no
later than before the commencement of registration for the General Shareholders
Meeting. The power of attorney issued by means of electronic communications and
notice about it must be written and submitted to the Company by means of
electronic communications. 
Shareholder or its representative may vote in writing by filling general voting
bulletin, in such a case the requirement to deliver a personal identity
document does not apply. The form of general voting bulletin is presented at
the Company's webpage. If shareholder requests, the Company shall send the
general voting bulletin to the requesting shareholder by registered mail or
shall deliver it in person against signature no later than 10 days prior to the
General Shareholders Meeting free of charge. The filled general voting bulletin
must be signed by the shareholder or its authorized representative. Document
confirming the right to vote must be added to the general voting bulletin if
authorized person is voting. The filled general voting bulletin must be
delivered to INVL Baltic Real Estate, AB by registered mail (address
Seimyniskiu str. 1A, LT09312 Vilnius, Lithuania) or in person against signature
no later than before the day of the General Shareholders Meeting. 
The Company does not provide opportunities to participate and vote at the
meeting by electronic means. Information related with the convened General
Shareholders Meeting (notice on convocation of General Shareholders Meeting,
information about Company's shares, draft resolution, etc.) are available at
Company's webpage www.invlbalticrealestate.lt 


         The person authorized to provide additional information:
         Andrius Daukšas
         Director
         E-mail:andrius@InvaldaLT.com

Priedai:

INVL Baltic Real Estate_Audit Committee Regulations.pdf

General voting bulletin_INVL Baltic Real Estate_2015 08 10.pdf

INVL Baltic Real Estate_Articles of Association.pdf