2016-04-05 09:22:24 CEST
2016-04-05 09:22:24 CEST
REGULATED INFORMATION
INVL Baltic Real Estate - Notification on material event
Convocation of the Shareholders Meeting of INVL Baltic Real Estate and draft resolutions
Vilnius, Lithuania, 2016-04-05 09:21 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
152105644, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be
held on 27 April 2016 at 9:00 a.m. in the office of Gyneju str. 14, Vilnius,
Lithuania.
Registration of the shareholders will start at 8:30 a.m.
Only the persons who are the shareholders of the Company at the end of the
accounting day of the General Shareholders Meeting (20 April 2016) are entitled
to participate and to vote at the General Shareholders meeting. Shareholders
rights accounting day will be May 11, 2016.
The agenda of the General Shareholders Meeting of the public joint stock
company INVL Baltic Real Estate includes:
1. Presentation of the public joint-stock company INVL Baltic Real Estate
consolidated annual report.
2. Presentation of the independent auditor's report on the financial
statements of the public joint-stock company INVL Baltic Real Estate.
3. On the approval of the consolidated and stand-alone financial statements
for 2015 of the public joint-stock company INVL Baltic Real Estate.
4. Regarding the distribution of the public joint-stock company INVL Baltic
Real Estate profit.
5. Regarding purchase of own shares of INVL Baltic Real Estate, AB
Draft resolutions of the General Shareholders meeting of INVL Baltic Real
Estate:
1.Presentation of the public joint-stock company INVL Baltic Real Estate
consolidated annual report.
Shareholders of the public joint-stock company INVL Baltic Real Estate are
presented with the consolidated annual report of INVL Baltic Real Estate (There
is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements
of the public joint-stock company INVL Baltic Real Estate.
Shareholders of the public joint-stock company INVL Baltic Real Estate are
presented with the independent auditor's report on the financial statements of
INVL Baltic Real Estate (There is no voting on this issue of agenda).
3. On the approval of the consolidated and stand-alone financial statements for
2015 of the public joint-stock company INVL Baltic Real Estate.
To approve the consolidated and companies financial statements for 2015 of the
public joint-stock company INVL Baltic Real Estate.
4. Regarding the distribution of the public joint-stock company INVL Baltic
Real Estate profit.
To distribute the profit of the public joint-stock company INVL Baltic Real
Estate as follows:
Article (thousand
EUR)
Retained earnings (loss) at the begining of the financial year of the 1,258
reporting period
Net profit (loss) for the financial year 3,282
Profit (loss) not recognized in the income statement of the reporting 333
financial year – impact of reorganization
Shareholders contributions to cover loss -
Distributable profit (loss) at the end of the financial year of the 4,873
reporting period
Transfers from reserves -
Distributable profit (loss) in total 4,873
Profit distribution: 3,782
- Profit transfers to the legal reserves 165
-Profit transfers to the reserves for own shares acquisition 2,828
- Profit transfers to other reserves -
- Profit to be paid as dividends 789
- Profit to be paid as annual payments (bonus) and for other purposes -
Retained earnings (loss) at the end of the financial year 1,091
*0.012 EUR is paid for one share
5. Regarding the change of the public joint-stock company INVL Baltic Real
Estate share capital and par value of its shares.
A reserve for purchase of own shares, which is equal to EUR 2,828, is formed in
INVL Baltic Real Estate.
Seeking to ensure for shareholders a possibility to sell company’s shares, to
delegate the Board to adopt decisions, on the basis of conditions set out
below, on purchase of own shares of INVL Baltic Real Estate through the market
of official offer of NASDAQ Vilnius, in accordance with the market rules.
Max number of shares to be acquired – the total nominal value of own shares
acquired during the whole period may not exceed 1/10 of share capital.
The period during which the company may acquire its own shares - 18 months from
the day of this resolution.
The maximum one share acquisition price – value of consolidated equity per one
share calculated according to the last financial statement of INVL Baltic Real
Estate, which was announced before the decision of the Board, minimum one share
acquisition price – EUR 0.30.
Purchased own shares may be cancelled by the decision of the General
Shareholders Meeting or sold by the decision of the Board upon the condition
that minimum sale price for one share isn’t lower than value of consolidated
equity per one share calculated according to the last financial statement of
INVL Baltic Real Estate, which was announced before the decision of the Board,
and the sale procedure will ensure equal possibilities for all shareholders to
purchase these shares.
The Board of INVL Baltic Real Estate, in accordance with this resolution and
the requirements of the Company Law of the Republic of Lithuania, is delegated
to organize purchase and sale of own shares, to determine order, time, amount
and price of acquired and purchased shares.
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 (Gyneju str. 14, Vilnius) 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 Gyneju
str. 14, LT01109 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.bre.invl.com.
The person authorized to provide additional information:
Egidijus Damulis
Director
E-mail:egidijus.damulis@invl.com
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