INR: Convocation of the Shareholders Meeting of INVL Baltic Real Estate and draft resolutions
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 Dauk?as 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 Danut? Kadanait? 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, ?eimyni?ki? 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 Dauk?as and Indr? Mi?eikyt? 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.
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