Special closed-end real estate investment company INVL Baltic Real Estate, legal entity code 152105644, the registered office address Gynėjų str. 14, Vilnius, Lithuania (hereinafter – the Company or INVL Baltic Real Estate), hereby announces that on the initiative and decision of the management company UAB “INVL Asset Management” (hereinafter – the Management Company), the Ordinary General Meeting of Shareholders (hereinafter – the Meeting) is convened on 24 April 2026.
Place of the Meeting: the Company’s office, Gynėjų str. 14, Vilnius.
The Meeting will start at 09:00 a.m. (registration starts at 08:45 a.m.).
The Meeting’s accounting day 17 April 2026 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorised persons by them, or the persons with whom shareholders concluded the agreements on the transfer of voting right, shall have the right to attend and vote at the Meeting).
The day of accounting of rights is 11 May 2026.
The total number of the Company’s shares is 7,953,934. Considering that the Company has acquired its own shares, the total number of votes at the Company's General Meeting of Shareholders is 7,932,923 votes.
Agenda of the Meeting:
- Presentation of the Company‘s consolidated annual management report for 2025.
- Presentation of the independent auditor's report on the financial statements and consolidated annual management report of the Company.
- Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the information about remuneration.
- Approval of the information about remuneration of the Company, as a part of the consolidated annual management report of the Company for the year 2025.
- Approval of the consolidated and stand-alone sets of financial statements of the Company for 2025.
- Adoption of a decision on the distribution of the Company’s profit.
- Presentation of the Company‘s Management Company‘s notice regarding the share repurchase price.
- Establishment of the procedure for the acquisition of own shares.
- Presentation of the activity report of the Company’s Audit Committee.
Draft resolutions of the Meeting:
1. Presentation of the Company‘s consolidated annual management report for 2025
1.1 Shareholders of the Company are presented with the consolidated annual management report of the Company for 2025 (attached) (no resolution is adopted on this agenda item).
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 are presented with the independent auditor's report on the financial statements and consolidated annual management report of the Company (attached) (no resolution is adopted on this agenda item).
3. Presentation of the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the information about remuneration
3.1. Shareholders of the Company are presented with the Company‘s investment committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve) and the draft of the information about remuneration (attached) (no resolution is adopted on this agenda item).
4. Approval of information about remuneration of the Company, as a part of the consolidated annual management report of the Company for the year 2025
4.1. To approve the information about remuneration of the Company, as a part of the consolidated annual management report of the Company for the year 2025 (attached).
5. Approval of the consolidated and stand-alone financial statements for 2025 of the Company
5.1. To approve the consolidated and stand-alone financial statements for 2025 of the Company.
6. Adoption of a decision on the distribution of the Company’s profit
6.1. To distribute the profit of the Company as follows:
| Items | (thousand EUR) |
| Retained earnings (loss) at the beginning of the reporting financial year | 6,977 |
| Net profit (loss) for the financial year | 3,667 |
| Profit (loss) not recognised in the statement of profit or loss | - |
| Shareholders’ contributions to cover the Company’s losses | - |
| Distributable result – profit (loss) – at the end of the financial year | 10,644 |
| Transfers from reserves | - |
| Distributable profit (loss) in total | 10,644 |
| Profit appropriation: | |
| - to legal reserves | - |
| - to the reserve for acquisition of own shares | - |
| - to other reserves | - |
| - dividends* | (714) |
| - annual payouts (tantjemos), bonuses and other purposes | - |
| Retained earnings (loss) at the end of the financial year | 9,930 |
* EUR 0.09 per share
7. Presentation of the Company‘s Management Company‘s notice regarding the share repurchase price
7.1. Shareholders of the Company are presented with the Company‘s Management Company‘s notice regarding the share repurchase price (attached) (no resolution is adopted on this agenda item).
8. Establishment of the procedure for the acquisition of own shares
8.1. To use the formed reserve (or part thereof) for the acquisition of own shares and, having assessed the economic usefulness, to acquire shares of INVL Baltic Real Estate under the conditions set out below:
- the purpose for the acquisition of own shares: to reduce the authorised capital of the Company by cancelling the shares purchased by the Company;
- the maximum number of shares permitted to be acquired: the total nominal value of the Company’s own shares held by the Company may not exceed 1/10 of the authorised capital;
- the period during which the Company may purchase its own shares is 18 months from the day of this resolution;
- the maximum acquisition price of one share: the last published net asset value of INVL Baltic Real Estate per share;
- the minimum acquisition price of one share: EUR 1.45;
- the procedure for the sale of own shares and the minimum sale price: the acquired shares will not 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;
- the Management Company is authorised, in compliance with the conditions set out in this resolution, the requirements of the Law on Companies of the Republic of Lithuania and other legal acts, to adopt specific decisions regarding the repurchase of the Company’s own shares, organise the repurchase of own shares, determine the method and procedure for the repurchase of shares (including the right to carry out the repurchase of shares in accordance with Article 5(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse), as well as the timing, number of shares and price, and to perform other actions related to the acquisition and sale of own shares.
8.2. To initiate a reduction of the Company's authorised 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 authorised capital.
8.3. To establish that after adopting this resolution the resolution of the General Meeting of Shareholders of 30 April 2025 regarding the acquisition of the Company's own shares shall cease to be effective.
9. Presentation of the activity report of the Company’s Audit Committee
9.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 30 April 2025 by decision of the General Meeting of Shareholders of the Company), the shareholders of the Company are presented with the activity report of the Audit Committee of the Company (attached) (no resolution is adopted on this agenda item).
The documents related to the agenda of the Meeting, draft resolutions on each agenda item, documents to be submitted to the General Meeting of Shareholders and other information related to the exercise of shareholders’ rights are available on the Company’s website www.invlbalticrealestate.lt in the section “For Investors” and, upon prior arrangement, at the Company’s premises located at Gyneju str. 14, Vilnius (hereinafter – the Company’s premises) during business hours. Telephone for inquiries: +370 5 279 0601
The shareholders are entitled:
- to propose additions to the agenda of the Meeting, provided that each proposed additional item is accompanied by a draft resolution of the Meeting or, where no resolution is required, an explanation of the shareholder (this right shall be held by shareholders whose shares carry at least 1/20 of all votes). A proposal to supplement the agenda must be submitted in writing by registered mail to the Company at Gynėjų str. 14, LT-01110 Vilnius, or, upon prior arrangement, delivered against signature to a representative of the Company at the Company’s premises during business hours, or by e-mail to breinfo@invl.com. The agenda shall be supplemented if the proposal is received no later than 14 days before the Meeting. If the agenda of the Meeting is supplemented, the Company shall notify thereof no later than 10 days before the Meeting by the same means as those used for convening the Meeting;
- to propose draft resolutions on issues that are included or will be included in the agenda of the Meeting at any time before the date of the Meeting (in writing by registered mail to the Company at Gynėjų str. 14, LT-01110 Vilnius, or, upon prior arrangement, by delivering them against signature to a representative of the Company at the Company’s premises during business hours, or by e-mail to breinfo@invl.com), or in writing during the Meeting (this right shall be held by shareholders whose shares carry at least 1/20 of all votes);
- to submit to the Company in advance questions related to the agenda items of the Meeting no later than 3 business days before the Meeting, in writing by registered mail to the Company at Gynėjų str. 14, LT-01110 Vilnius, or, upon prior arrangement, by delivering them against signature to a representative of the Company at the Company’s premises during business hours, or by sending the questions to the Company by e-mail to breinfo@invl.com. All answers to questions submitted in advance by shareholders to the Company and related to the agenda items of the Meeting shall be presented at the Meeting or simultaneously made available to all shareholders of the Company before the Meeting. The Company reserves the right to answer questions received by e-mail only to those shareholders whose identity can be established and whose questions are not related to the Company’s confidential information or commercial secrets.
A shareholder attending the Meeting and having the right to vote must present a document confirming his/her identity. A person who is not a shareholder must, in addition to this document, present a document confirming the right to vote at the Meeting. The requirement to present an identity document shall not apply where voting takes place in writing by completing a general ballot.
Each shareholder shall have the right to authorise a natural or legal person to attend and vote on his/her behalf at the Meeting. At the Meeting, an authorised representative shall have the same rights as the shareholder represented by him/her, unless the power of attorney or applicable laws provide for narrower rights of the representative. Authorised persons must have an identity document and a power of attorney certified in accordance with the procedure established by law, which must be submitted no later than by the start of registration for the Meeting. The Company does not prescribe a special form of power of attorney. A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued abroad must be translated into Lithuanian and legalised in accordance with the procedure established by law. Persons with whom the shareholders have concluded agreements on the transfer of voting rights may also attend and vote at the Meeting.
A shareholder may authorise a natural or legal person to attend and vote on his/her behalf at the Meeting by electronic means of communication. Such power of attorney does not need to be notarised. A power of attorney issued by electronic means of communication must be signed by the shareholder using an electronic signature created by secure signature creation software and supported by a qualified certificate valid in the Republic of Lithuania. The shareholder must notify the Company by e-mail at breinfo@invl.com of the power of attorney granted by electronic means of communication no later than the last business day before the Meeting. A power of attorney granted by electronic means of communication and the notification submitted must be in writing and may be submitted to the Company by electronic means of communication, provided that the security of the transmitted information is ensured and the identity of the shareholder can be established. When submitting the notification to the Company, the shareholder must indicate the internet address from which the software for verifying the shareholder’s electronic signature may be downloaded free of charge.
The shareholders of the Company are invited to exercise their right to vote on the agenda items of the Meeting in advance by submitting duly completed general ballots to the Company. The form of the general ballot is available on the Company’s website www.invlbalticrealestate.lt in the “For Investors” section. Upon the shareholder’s request, the Company shall, no later than 10 days before the Meeting, send the general ballot by registered mail free of charge or deliver it personally against signature. If the general ballot is signed by the shareholder’s authorised person, a document confirming the right to vote must be attached thereto.
The shareholders of the Company who decide to participate in the Meeting may choose one of the following alternatives:
Alternative No. 1:
A shareholder or his/her authorised person should complete and sign the written voting ballot and send it to the Company by e-mail (breinfo@invl.com), and send the original ballot by registered or ordinary mail to Gynėjų str. 14, LT-01110 Vilnius. Properly completed written voting ballots may be sent by either registered or ordinary mail to Gynėjų str. 14, LT-01110 Vilnius without submitting a copy by the above e-mail, or may be delivered to the Company against signature on business days at the Company’s registered office at the above address. A document confirming the right to vote must be sent together with the ballot. Properly completed voting ballots received before the start of the General Meeting of Shareholders shall be deemed valid.
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Alternative No. 2:
A shareholder or his/her authorised person should complete the written voting ballot, save it on his/her computer and sign it with a qualified electronic signature. The duly completed written voting ballot signed with a qualified electronic signature must be sent to the Company by e-mail to breinfo@invl.com. The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign.
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Alternative No. 3:
If the shareholders of the Company do not have the possibility to use voting Alternatives No. 1 and No. 2, the Company shall provide the possibility for the shareholders or their duly authorised persons to attend the Company’s Meeting on 24 April 2026 at Gynėjų str. 14, Vilnius.
The person authorised to provide additional information:
Real Estate Fund Manager of the Management Company
Vytautas Bakšinskas
E-mail: vytautas.baksinskas@invl.com
Attachments
- 6. INVL_BRE_Audit_Committee_2025_report_Translation_02 04 2026
- 4. Information about remuneration
- 2. INVL BRE_Independent Auditor's Report_2025
- 7. INVL Baltic Real Estate_General Voting Bulletin
- 3. Investment Committee recommendation
- 1. invlbalticrealestate-2025-12-31-1-en
- 5. INVL Asset Management Notice
