Vilnius, Lithuania, 2015-04-03 07:45 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 30 April 2015 at 8:30 a.m. in the office of Invalda LT (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 (23 April 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.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 2014 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 the change of the public joint-stock company INVL Baltic Real Estate share capital and par value of its shares.
6. Regarding approval of the New Wording of the public joint-stock company INVL Baltic Real Estate Articles of Association.
7. Regarding the preparation of the reorganization terms of the public joint-stock company INVL Baltic Real Estate
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 2014 of the public joint-stock company INVL Baltic Real Estate.
To approve the consolidated and companies financial statements for 2014 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 LTL) | (thousand EUR) |
| Retained earnings (loss) at the begining of the financial year of the reporting period | 7,643 | 2,213 |
| Net profit (loss) for the financial year | 1,370 | 397 |
| Profit (loss) not recognized in the income statement of the reporting financial year | - | - |
| Shareholders contributions to cover loss | - | - |
| Distributable profit (loss) at the end of the financial year of the reporting period | 9,013 | 2,610 |
| Transfers from reserves | - | - |
| Distributable profit (loss) in total | 9,013 | 2,610 |
| Profit distribution: | - | - |
| - Profit transfers to the legal reserves | - | - |
| -Profit transfers to the reserves for own shares acquisition | - | - |
| - Profit transfers to other reserves | - | - |
| - Profit to be paid as dividends | - | - |
| - Profit to be paid as annual payments (bonus) and for other purposes | - | - |
| Retained earnings (loss) at the end of the financial year | 9,013 | 2,610 |
5. Regarding the change of the public joint-stock company INVL Baltic Real Estate share capital and par value of its shares.
According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one INVL Baltic Real Estate share will be changed from LTL 1 to EUR 0,29 cents and the change the share capital accordingly from LTL 7,044,365 to EUR 2,042,865.85.
6. Regarding approval of the New Wording of the public joint-stock company INVL Baltic Real Estate Articles of Association.
According to the resolution of the General Shareholder’s Meeting, decided in the 5th item of the agenda and according to the 2000 July 13th Republic of Lithuania Law on Limited Liability Companies No. VIII-1835 current version and Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law, to approve the new Wording of INVL Baltic Real Estate Articles of Association (attached) by changing all the text.
To authorize Andrius Dauksas, a manager of the public joint-stock company INVL Baltic Real Estate, to sign new wording of the Articles of Association of the public joint-stock company INVL Baltic Real Estate.
7. Regarding the preparation of the reorganization terms of the public joint-stock company INVL Baltic Real Estate
To approve the preparation of the reorganization terms of the public joint-stock company INVL Baltic Real Estate, on the basis to these terms the public joint-stock company INVL Baltic Real Estate is merged with the public joint-stock company Invaldos Nekilnojamojo Turto Fondas.
To authorize the Management Board of INVL Baltic Real Estate to prepare and announce according to the laws the reorganization terms.
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
