Consolidated Annual Report, Consolidated and Company’s Financial

Statements for the year ended 31 December 2022 prepared in accordance with

International Financial Reporting Standards as adopted by European Union

presented together with independent auditor’s report

Special Closed-End Type Real Estate

Investment Company‘s

„INVL Baltic Real Estate“

INVL Baltic Real Estate

Gynėjų str. 14 LT-01109 Vilnius, Lithuania

Tel. (+370 5) 279 0601,

Faks. (+370 5) 279 0530

Email breinfo@invl.com

Code

152105644

VAT code

LT521056415

ccount LT18 7180 3000 2046 7625

AB Šiaulių bankas, Vilniaus filialas

Registered at VĮ Registrų centras

Vytautas Bakšinskas,

Real estate fund manager of the

Management Company of INVL Baltic Real

Estate, signs the Consolidated and the

Company‘s financial statments for the year

2022, also Consolidated Annual Report for

the year 2022 and

Confirmation of

responsible persons with a qualified

electronic signature.

Agnė Vainauskienė,

Chief financier of the Management

Company of INVL Baltic Real Estate, signs

the Consolidated and the Company‘s

financial statments for the year 2022 and

Confirmation of responsible persons with a

qualified electronic signature.

CONFIRMATION OF RESPONSIBLE PERSONS

20 March 2023

Following on Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (article

12) of the Republic of Lithuania, management of INVL Baltic Real Estate hereby confirms that, to the

best our knowledge, the attached Consolidated and Company‘s Financial Statements for 2022 are

prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the

European Union, give true and fair view of the assets, liabilities, financial position and profit or loss

of INVL Baltic Real Estate and Consolidated Group.

Presented Consolidated Annual Report for 2022 includes a fair review of the development and

performance of the business and position of the company and the consolidated group in relation to

the description of the main risks and contingencies faced thereby.

ENCLOSURE:

1. Consolidated and Company‘s Financial Statements for 2022.

2. Consolidated Annual Report for 2022.

Real estate fund manager of the Management Company

INVL Asset Management

Vytautas Bakšinskas

(The document is signed with a qualified

electronic signature)

Chief financier of the Management Company

INVL Asset Management

Agnė Vainauskienė

(The document is signed with a qualified

electronic signature)

Translation note:

This version of the financial statements has been prepared in Lithuanian and English languages.

In all matters of interpretation of information, views or opinions, the Lithuanian language version

of the financial statements takes precedence over the English language version.

CONTENTS

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS:

DETAILS OF THE COMPANY ............................................................................................................................... 4

CONSOLIDATED AND COMPANY’S STATEMENTS OF COMPREHENSIVE INCOME .......................... 5

CONSOLIDATED AND COMPANY’S STATEMENTS OF FINANCIAL POSITION..................................... 6

CONSOLIDATED AND COMPANY’S STATEMENTS OF CHANGES IN EQUITY ...................................... 8

CONSOLIDATED AND COMPANY’S STATEMENTS OF CASH FLOWS ................................................... 10

NOTES TO THE FINANCIAL STATEMENTS ................................................................................................................. 12

1 GENERAL INFORMATION ............................................................................................................................... 12

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ....................................................................................... 14

3 FINANCIAL RISK MANAGEMENT .................................................................................................................... 25

3.1. Financial risk factors ........................................................................................................................................... 25

3.2. Capital management ............................................................................................................................................ 28

4 FAIR VALUE ESTIMATION .............................................................................................................................. 29

5 INVESTMENTS INTO SUBSIDIARIES ................................................................................................................. 30

6 SEGMENT INFORMATION ............................................................................................................................... 33

7 REVENUE, LEASE EXPENSES, LEASE COMMITMENTS, PROVISIONS.................................................................. 35

8 FINANCE COSTS ............................................................................................................................................. 39

9 INCOME TAX .................................................................................................................................................. 40

10 EARNINGS PER SHARE ................................................................................................................................... 42

11 INVESTMENT PROPERTIES .............................................................................................................................. 43

12 FINANCIAL INSTRUMENTS BY CATEGORY ...................................................................................................... 48

13 TRADE AND OTHER RECEIVABLES ................................................................................................................. 49

14 SHARE CAPITAL AND RESERVES .................................................................................................................... 51

15 DIVIDENDS .................................................................................................................................................... 51

16 BORROWINGS ................................................................................................................................................ 52

17 OTHER CURRENT LIABILITIES ........................................................................................................................ 53

18 RELATED PARTY TRANSACTIONS ................................................................................................................... 54

19 IMPACT OF INVASION OF THE RUSSIAN FEDERATION TO UKRAINE ................................................................ 56

20 EVENTS AFTER THE REPORTING PERIOD ........................................................................................................ 56

CONSOLIDATED ANNUAL REPORT ................................................................................................................ 57

INDEPENDENT AUDITOR’S REPORT ............................................................................................................ 132

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

(all amounts are in EUR thousand unless otherwise stated)

DETAILS OF THE COMPANY

Management

Supervisory Board

Mrs. Eglė Surplienė

Mr. Raimondas Rajeckas

Mr. Audrius Matikiūnas (until 16 November 2022)

Mr. Mantas Gofmanas (from 10 January 2023)

Management Company

UAB INVL Asset Management

Investment Committee

Mr. Vytautas Bakšinskas

Mr. Andrius Daukšas

Address of registered office and company code

Gynėjų str. 14,

Vilnius,

Lithuania

Company code 152105644

Banks

AB Šiaulių Bankas

AB SEB Bankas

AS SEB banka

Auditor

UAB PricewaterhouseCoopers

J. Jasinskio str. 16B,

Vilnius, Lithuania

The financial statements were authorised for issue by the Management Company on 20 March 2023.

The document is signed with a The document is signed with a

qualified electronic signature qualified electronic signature

Mr. Vytautas Bakšinskas Ms. Agnė Vainauskienė

Real estate fund manager at Chief financier at

UAB INVL Asset Management UAB INVL Asset Management

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of comprehensive income

		Group		Company
	Notes	2022	2021	2022	2021
Revenue	7	3,412	2,733	1,682	1,509
Interest income		13	17	13	17
Other income		1	8	-	-
Net changes in fair value of investments into subsidiaries designated at fair value through profit	5	-	-	1,355	885
or loss
Net gains from fair value adjustments on investment property	11	3,977	2,854	3,162	2,395
Premises rent costs	6, 7	(53)	(78)	(51)	(75)
Utilities	6	(583)	(321)	(87)	(34)
Repair and maintenance of premises	6	(507)	(500)	(159)	(226)
Management and Performance Fee	7, 18	(858)	(388)	(858)	(388)
Property management and brokerage costs	6	(28)	(30)	(151)	(150)
Taxes on property	6	(123)	(109)	(101)	(95)
Employee benefits expenses		(182)	(154)	-	-
Provision for impairment of trade receivables	13	(1)	(5)	(2)	1
Depreciation and amortisation		(110)	(104)	(27)	(27)
Other expenses		(335)	(254)	(182)	(135)
Operating profit		4,623	3,669	4,594	3,677
Finance costs	8	(378)	(278)	(370)	(278)
Profit before income tax		4,245	3,391	4,224	3,399
Income tax credit (expense)	9	(21)	8	-	-
NET PROFIT FOR THE YEAR		4,224	3,399	4,224	3,399
Other comprehensive income for the year, net
of tax		-	-	-	-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		4,224	3,399	4,224	3,399
Attributable to:
Equity holders of the parent		4,224	3,399	4,224	3,399
Basic and diluted earnings per share (in EUR)	10	0.5 2	0.37

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of financial position

		Group		Company
		As at 31	As at 31	As at 31	As at 31
	Notes	December	December	December	December
		2022	2021	2022	2021
ASSETS
Non-current assets
Property, plant and equipment		359	414	82	94
Investment properties	11	36,427	29,616	26,444	20,797
Intangible assets		11	14	-	-
Investments into subsidiaries designated	5	-	-	11,176	9,801
at fair value through profit or loss
Finance lease receivables-long term		397	589	396	589
Deferred tax asset		36	42	-	-
Total non-current assets		37,230	30,675	38,098	31,281
Current assets
Inventories, prepayments and deferred		169	65	160	52
charges
Trade and other receivables	13	142	196	57	94
Finance lease receivables -short term		193	189	193	189
Cash and cash equivalents	3.1	1,282	1,901	315	1,205
Total current assets		1,786	2,351	725	1,540
TOTAL ASSETS		39,016	33,026	38,823	32,821

(cont’d on the next page)

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of financial position (cont’d)

		Group		Company
		As at 31	As at 31	As at 31	As at 31
	Notes	December	December	December	December
		2022	2021	2022	2021
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of the parent
Share capital	14	11,689	11,689	11,689	11,689
Own shares	14	-	-	-	-
Share premium	14	2,478	2,478	2,478	2,478
Reserves	14	3,431	2,479	3,669	2,719
Retained earnings	14	5,945	3,640	5,707	3,400
Total equity		23,543	20,286	23,543	20,286
Liabilities
Non-current liabilities
Non-current borrowings	16	12,109	8,777	12,109	8,777
Non-current lease liabilities		395	606	395	606
Provisions	7	919	259	919	259
Advances received		163	124	163	124
Total non-current liabilities		13,586	9,766	13,586	9,766
Current liabilities
Current portion of non-current borrowings	16	708	365	708	365
Current portion of lease liabilities		238	228	238	228
Trade payables		281	1,675	171	1,579
Income tax payable		15	-	12	-
Provisions	7	13	34	13	34
Advances received		43	130	28	68
Other current liabilities	17	589	542	524	495
Total current liabilities		1,887	2,974	1,694	2,769
		15,473	12,740	15,280	12,535
Total liabilities
TOTAL EQUITY AND LIABILITIES		39,016	33,026	38,823	32,821

(the end)

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of changes in equity

					Reserves
			Share		Legal	Reserve for	Retained
Group	Notes	Share capital	premium	Own shares	reserve	purchase of	earnings	Total
						own shares
Balance as at 31 December 2020		19,068	2,478	(187)	1,316	439	5,757	28,871
Net profit for the year		-	-	-	-	-	3,399	3,399
Total comprehensive income for the year		-	-	-	-	-	3,399	3,399
Purchase of own shares	14	-	-	(11,017)	-	-	-	(11,017)
Decrease of share capital	14	(7,379)	-	11,204	-	(3,825)	-	-
Dividends approved	15	-	-	-	-	-	(967)	(967)
Transfer to reserves	14	-	-	-	276	4,273	(4,549)	-
Total transactions with owners of the Company, recognised directly in equity		(7,379)	-	187	276	448	(5,516)	(11,984)
Balance as at 31 December 2021		11,689	2,478	-	1,592	887	3,640	20,286
Net profit for the year		-	-	-	-	-	4,224	4,224
Total comprehensive income for the year		-	-	-	-	-	4,224	4,224
Dividends approved	15	-	-	-	-	-	(967)	(967)
Transfer to reserves	14	-	-	-	(661)	1,613	(952)	-
Total transactions with owners of the Company, recognised directly in equity		-	-	-	(661)	1,613	(1,919)	(967)
Balance as at 31 December 2022		11,689	2,478	-	931	2,500	5,945	23,543

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of changes in equity (cont’d)

					Reserves
			Share		Legal	Reserve for	Retained
Company	Notes	Share capital	premium	Own shares	reserve	purchase of	earnings	Total
						own shares
Balance as at 31 December 2020		19,068	2,478	(187)	1,556	439	5,517	28,871
Net profit for the year		-	-	-	-	-	3,399	3,399
Total comprehensive income for the year		-	-	-	-	-	3,399	3,399
Purchase of own shares	14	-	-	(11,017)	-	-	-	(11,017)
Decrease of share capital	14	(7,379)	-	11,204	-	(3,825)	-	-
Dividends approved	15	-	-	-	-	-	(967)	(967)
Transfer to reserves	14	-	-	-	276	4,273	(4,549)	-
Total transactions with owners of the Company, recognised directly in equity		(7,379)	-	187	276	448	(5,516)	(11,984)
Balance as at 31 December 2021		11,689	2,478	-	1,832	887	3,400	20,286
Net profit for the year		-	-	-	-	-	4,224	4,224
Total comprehensive income for the year		-	-	-	-	-	4,224	4,224
Dividends approved	15	-	-	-	-	-	(967)	(967)
Transfer to reserves	14	-	-	-	(663)	1,613	(950)	-
Total transactions with owners of the Company, recognised directly in equity		-	-	-	(663)	1,613	(1,917)	(967)
Balance as at 31 December 2022		11,689	2,478	-	1,169	2,500	5,707	23,543

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of cash flows

		Group		Company
	Notes	2022	2021	2022	2021
Cash flows from (to) operating activities
Net profit for the year		4,224	3,399	4,224	3,399
Adjustments for non-cash items and non- operating activities:
Net gains from fair value adjustments on investment property	11	(3,977)	(2,854)	(3,162)	(2,395)
Depreciation and amortization		110	104	27	27
Net changes in fair value of investments into subsidiaries designated at fair value through profit or loss	5	-	-	(1,355)	(885)
Interest income		(13)	(17)	(13)	(17)
Interest expenses	8	378	278	370	278
Deferred taxes	9	6	(8)	-	-
Current income tax expenses	9	15	-	-	-
Provisions	7	639	169	639	169
Loss from lease liabilities remeasurement due		21	14	21	14
to indexation
Provision for impairment of trade receivables	13	1	5	2	(1)
Changes in working capital:
Decrease (increase) in trade and other receivables		53	26	35	512
Decrease (increase) in other current assets		(104)	(23)	(108)	(28)
(Decrease) increase in trade payables		(1,532)	76	(1,528)	(54)
(Decrease) increase in other current liabilities		(23)	(2)	(30)	(52)
Cash flows from (to) operating activities		(202)	1,167	(878)	967
Income tax paid		-	(4)	-	-
Net cash flows from (to) operating activities		(202)	1,163	(878)	967

(cont’d on the next page)

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of cash flows (cont’d)

		Group		Company
	Notes		2021	2022	2021
Cash flows from (to) investing activities
Acquisition of non-current assets (except		(45)	(31)	(8)	-
investment properties)
Acquisition of (investment in existing)	11	(613)	(2,629)	(511)	(2,628)
investment properties
Proceeds from sale of investment properties	11	363	-	-	-
Subsidiaries (business combination and acquisition of the group of asset), establishment, net of cash acquired	5	(2,182)	-	(2,238)	-
Reduction of authorized capital of subsidiaries
and cash received after merger with subsidiaries	5	-	-	129	-
Loans granted		-	-	(100)	(7,510)
Repayment of loans granted		-	-	623	12,618
Interest received		13	18	13	20
Proceeds from settlement of finance lease
receivables		188	186	189	186
Net cash flows from (to) investing activities		(2,276)	(2,456)	(1,903)	2,686
Cash flows from (to) financing activities
Cash flows related to Group owners
Purchase of treasury shares	14	-	(11,017)	-	(11,017)
Dividends paid to equity holders of the parents		(964)	(981)	(964)	(981)
		(964)	(11,998)	(964)	(11,998)
Cash flows related to other sources of financing
Proceeds from loans	16	3,820	-	3,820	-
Repayment of loans	16	(426)	(343)	(400)	(343)
Lease payments		(229)	(220)	(229)	(220)
Interest paid	16	(342)	(279)	(336)	(279)
		2,823	(842)	2,855	(842)
Net cash flows from (to) financing activities		1,859	(12,840)	1,891	(12,840)
Net increase (decrease) in cash and cash		(619)	(14,133)	(890)	(9,187)
equivalents
Cash and cash equivalents at the beginning		1,901	16,034	1,205	10,392
of the period
Cash and cash equivalents at the end of the period		1,282	1,901	315	1,205

2022

(the end)

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

Notes to the financial statements

1 General information

Special Closed-Ended Type Real Estate Investment Company INVL Baltic Real Estate (hereinafter ‘the Company’, code

152105644) is a joint stock company registered in the Republic of Lithuania. It was established on 28 January 1997.

On 22 December 2016 the Company was issued a closed-end investment company (UTIB) licence by the Bank of Lithuania.

Under the Company’s Articles of Association, the Company will operate until 22 December 2046, with an extension possibility for

additional term of twenty years.

As the Company obtained the status of a closed-ended investment company, its management was thereafter undertaken by UAB

INVL Asset Management (‘the Management Company’), which is entitled to the Management Fee (Note 2.12) and the

Performance Fee (Note 2.12).

Based on the Articles of Association, for the sake of efficiency of the Company’s activities and control over its investments, an

Investment Committee was formed by a decision of the Board of the Management Company. The Investment Committee consists

of 3 (three) members, to the positions of which the representatives of the Management Company (employees, members of

management bodies of the Management Company, other persons appointed by a decision of the Board of the Management

Company) were appointed. Members of the Investment Committee shall be appointed and removed from office by the Board of

the Management Company. An approval of the Investment Committee must be obtained for all investments of the Company and

for their sale. At the moment of the release of the financial statements two 2 (members) of the Investment Committee was

operating, the third member is not nominated.

On 29 April 2021, the Ordinary General Meeting of Shareholders of the Company approved the establishment of the Supervisory

Board of the Company. The Supervisory Board is a collegial body supervising the activities of the Company. The Supervisory

Board ensures the representation of the interests of the Company’s and the company's shareholders, the accountability of this

body to the shareholders and the objective and impartial supervision of Company’s activities. At the moment of the release of the

financial statements three members of the Supervisory Board was operating.

The Company also signed an agreement on depository services with AB SEB Bankas, which acts as a depository of the

Company’s assets.

In 2022 and 2021 the group consisted of the Company and its directly and indirectly owned subsidiaries (hereinafter ‘the Group’,

Note 5).

The address of the office is Gynėjų str. 14, Vilnius, Lithuania.

The Group was established on 29 April 2014 by spinning-off from AB Invalda INVL (code 121304349) the investments into entities,

which business is investment into investment properties held for future development, into commercial real estate and renting

thereof. On 17 August 2015 the parent entity AB INVL Baltic Real Estate (hereinafter ‘the Former Parent Company’, code

30329973) was merged to the Company, which continues its operations under the name INVL Baltic Real Estate and became the

parent of the Group.

The Group has invested in commercial real estate: business centres and warehouse properties in Lithuania and Latvia. All the

properties generate leasing income and most of them offer prospects for further development.

The Group seeks to earn profit from investments in commercial real estate by ensuring the growth of leasing income. When it

makes business sense, the Company also considers investments in the reorganisation of its existing portfolio of properties, taking

advantage of their good location.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

1 General information (cont’d)

The Management Company shall manage the Company’s portfolio of investment instruments following the principles of

diversification as set forth in the Articles of Association. The Company cannot invest directly or indirectly more than 30% of its net

asset value into a single real estate object. The total amount of investments into real estate objects under construction cannot

exceed 20% of net asset value of the Company. The total amount of investments into a real estate object and movable property

and/or equipment necessary for its use cannot exceed 40% of net asset value of the Company. The Company cannot invest more

than 30% of its net asset value into any single issuer of the instruments. More detailed requirements are set out in the Articles of

Association of the Company. The Company complied with diversification rules set forth in its Articles of Association as at 31

December 2022 and 2021.

As at 31 December 2022 and 31 December 2021 the shareholders of the Company were:

						2022		2021
						Number of		Number of
UAB	„INVL	Life“	(controlling	shareholder	AB	shares held	Percentage	shares held	Percentage
„Invalda INVL“)						1,889,123	23.43	-		-
AB Invalda INVL						-	-	1,889,123	23.43
Ms. Irena Ona Mišeikienė						1,308,596	16.23	1,308,596	16.23
UAB LJB property (controlling shareholder Mr.
Alvydas Banys)						1,251,695	15.53	1,251,695	15.53
Ms. Šulnienė Ilona						664,710	8.25	664,710	8.25
Mr. Alvydas Banys						663,640	8.23	663,640	8.23
Other minor shareholders						2,283,650	28.33	2,283,650	28.33
Total						8,061,414	100.00	8,061,414	100.00

All the shares of the Company are ordinary shares with the par value of EUR 1.45, and were fully paid as at 31 December 2022

and 2021. Subsidiaries did not hold any shares of the Company as at 31 December 2022 and 2021.

The Company’s shares are traded on the Baltic Secondary List of NASDAQ Vilnius since 16 September 2015. Before the merger

the shares of the Former Parent Company were traded on the Baltic Secondary List of NASDAQ Vilnius from 4 June 2014 until

17 August 2015.

As at 31 December 2022 the number of employees of the Group and the Company was 10 and nil, respectively. As at 31

December 2021 the number of employees of the Group and the Company was 10 and nil, respectively.

According to the Law on Companies of Republic of Lithuania, the annual financial statements prepared by the Management are

authorised by the General Shareholders’ meeting. The shareholders hold the power not to approve the annual financial statements

and the right to request new financial statements to be prepared.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies

The principal accounting policies applied in preparing the Group’s and the Company’s financial statements for the year ended

31 December 2022 are as follows:

2.1. Basis of preparation

Statement of compliance

The financial statements of the Company and the consolidated financial statements of the Group have been prepared in

accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (hereinafter the EU).

These financial statements have been prepared on a historical cost basis, except for investment properties and investments in

subsidiaries that have been measured at fair value. The financial statements are presented in thousands of euro (EUR) and all

values are rounded to the nearest thousand except when otherwise indicated. Since 1 January 2015 the euro became local

currency of the Republic of Lithuania.

Adoption of new and/or changed IFRSs and IFRIC interpretations

The Group and the Company has adopted the new and amended IFRS and IFRIC interpretations as of 1 January 2022:

− Annual Improvements to IFRSs 2018-2020 cycle (amendments to IFRS 1 First-time Adoption of International Financial

Reporting Standards, IFRS 9 Financial Instruments , IFRS 16 Leases and IAS 41 Agriculture) and narrow scope amendments

to IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IFRS 3 Business

Combinations (effective for annual periods beginning on or after 1 January 2022).

All amendments adopted as of 1 January 2022 had no impact on the Group’s and Company’s financial statements for the year

ended 31 December 2022.

Standards adopted by the EU but not yet effective and have not been early adopted

Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting policies (effective for annual periods beginning

on or after 1 January 2023).

IAS 1 was amended to require companies to disclose their material accounting policy information rather than their significant

accounting policies. The amendment provided the definition of material accounting policy information. The amendment also

clarified that accounting policy information is expected to be material if, without it, the users of the financial statements would be

unable to understand other material information in the financial statements. The amendment provided illustrative examples of

accounting policy information that is likely to be considered material to the entity’s financial statements. Further, the amendment

to IAS 1 clarified that immaterial accounting policy information need not be disclosed. However, if it is disclosed, it should not

obscure material accounting policy information. To support this amendment, IFRS Practice Statement 2, ‘Making Materiality

Judgements’ was also amended to provide guidance on how to apply the concept of materiality to accounting policy disclosures.

The Group and the Company is currently revisiting their accounting policy information disclosures to ensure consistency with the

amended requirements.

Amendments to IAS 8: Definition of Accounting Estimates (effective for annual periods beginning on or after 1 January 2023).

The amendments to IAS 8 clarified how companies should distinguish changes in accounting policies from changes in accounting

estimates. The amendments are not expected to have a material impact on the Group’s and the Company’s financial statements.

Other amendments to existing standards and new standards, which are adopted by the EU, but not yet effective, are not relevant

to the Group and the Company.

Standards not yet adopted by the EU

Amendments to existing standards and new standards, which are not yet adopted by the EU, are not relevant to the Group and

the Company.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.2. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The financial

statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting

policies.

Subsidiaries are all entities (including structured entities) over which the group has control. The Group controls an entity when the

Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power over the entity. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the

Group obtains control, and continue to be consolidated until the date that such control ceases. All intra-group balances,

transactions, income and expenses, unrealised gains and losses and dividends resulting from intra-group transactions that are

recognised in assets, are eliminated in full.

When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value, with the change in

carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently

accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised

in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related

assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit

or loss or retained earnings, as appropriate.

2.3. Functional and presentation currency

From 1 January 2015 the euro became local currency of the Republic of Lithuania. The financial statements are prepared in euro

(EUR), which is local currency of the Republic of Lithuania, and presented in EUR thousand. Euro is also the local currency of the

Republic of Latvia. Euro is the Company’s and the Group’s functional and presentation currency. The exchange rates in relation

to other currencies are set daily by the European Central Bank and the Bank of Lithuania. As these financial statements are

presented in EUR thousand, individual amounts were rounded. Due to the rounding, totals in the tables may not add up.

2.4. Business combinations and goodwill

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for

the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree,

and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting

from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired

and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their

fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the

acquiree either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s

identifiable net assets.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and

designation in accordance with the contractual terms, economic circumstances, and pertinent conditions as at the acquisition date.

If the business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to

fair value at the acquisition date through profit or loss.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date

fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifiable net assets

acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held

interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the

difference is recognised directly in profit or loss. The Group and the acquiree may have a pre-existing relationship or other

arrangement before negotiations for the business combination began, or they may enter into an arrangement during the

negotiations that is separate from the business combination. In either situation, the Group identifies any amounts that are not part

of what the Group and the acquiree (or its former owners) exchanged in the business combination. The Group recognises as part

of applying the acquisition method only the consideration transferred for the acquiree, and the assets acquired, and liabilities

assumed in the exchange for the acquiree.

The Group identifies any pre-existing relationships to determine which ones have been effectively settled. Typically, a pre-existing

relationship will be effectively settled, since such a relationship becomes an “intercompany” relationship upon the acquisition and

is eliminated in the post-combination financial statements. If the pre-existing relationship effectively settled is a debt financing

issued by the acquiree to the Group, the Group effectively is settling a receivable. The Group recognises a gain or loss if there is

an effective settlement of a pre-existing relationship. When there is more than one contract or agreement between the parties with

a pre-existing relationship or more than one pre-existing relationship, the settlement of each contract and each pre-existing

relationship is assessed separately. Settlement gains and losses from noncontractual relationships are measured at fair value on

the acquisition date.

Where the acquisition involves a group of assets and liabilities, the Company identify and recognise the individual assets acquired

and liabilities. The cost of the transaction is allocated to the assets acquired, and liabilities assumed, based on their relative fair

values at the date of purchase. No goodwill arises on the transaction.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.5. Property, plant and equipment

Property, plant and equipment is stated at cost, excluding the costs of day to day servicing, less accumulated depreciation and

accumulated impairment losses. The carrying values of property, plant and equipment are reviewed for impairment when events

or change in circumstances indicate that the carrying value may not be recoverable. Depreciation is calculated using the straight-

line method over the estimated useful lives of 3 to 6 years.

The asset residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year

end to ensure that they are consistent with the expected pattern of economic benefits from items in property, plant, and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from

its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in the statement of comprehensive income within “other income” in the

year the asset is derecognised.

2.6. Investment properties

Properties that are held for long-term rental yields and for capital appreciation are classified as investment properties. Where the

Group and the Company owns the buildings, but not the land on which they are built, land is leased from the municipality under

operating lease. Land held under operating leases is classified and accounted for by the Group and the Company as investment

property when the rest of the definition of investment property is met.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment

properties are carried at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in

the fair values of investment properties are included in profit or loss in the year in which they arise. The fair value of investment

property is determined annually by qualified independent valuers (Note 11).

Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future economic benefits

associated with the expenditure will flow to the Group and the Company and the cost of the item can be measured reliably. All

other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying

amount of the replaced part is derecognised.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently

withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal

of an investment property are recognised in the statement of comprehensive income within “Net gains (losses) from fair value

adjustments on investment property” in the year of retirement or disposal.

2.7. Intangible assets other than goodwill

Intangible assets are measured initially at cost. Intangible assets are recognised if it is probable that future economic benefits that

are attributable to the asset will flow to the enterprise and the cost of asset can be measured reliably. After initial recognition,

intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. The useful lives

of intangible assets other than goodwill are assessed to be finite. Intangible assets are amortised using the straight-line method

over their expected useful lives of 3 years.

Intangible assets not yet available for use, such as technical development projects where the related property is not built, are

tested annually for impairment and whenever there is an indication that the intangible asset may be impaired.

2.8. Investments into subsidiaries (the Company)

The business model of the Company is to manage investment into subsidiaries together with loans granted to subsidiaries as one

portfolio and evaluate their performance on a combined fair value basis. On this basis information on portfolio is provided to the

Management Company and the Investment Committee. Therefore, the portfolio is neither held to collect contractual cash flows

nor held both to collect contractual cash flows and to sell financial assets. Consequently, such portfolio of financial assets is

measured at fair value through profit or loss. If the Company grants short-term loans to subsidiaries for the purpose not related

with investment activities they are classified as financial assets measured at amortised cost, because they are solely payments

of principal and interest and are held to collect contractual cash flows.

At initial recognition, the Group and the Company measures portfolio of investment into subsidiaries at its fair value. Transaction

costs of financial assets carried at fair value through profit or loss are expensed through profit or loss.

If the fair value of the financial asset at initial recognition differs from the transaction price, it is recognised at fair value and ‘1 day

gain’ is recognised only if that fair value is evidenced by a quoted price in an active market for an identical asset or based on a

valuation technique that uses only data from observable markets. In all other cases the difference between the fair value at initial

recognition and the transaction price is deferred. For loans granted measured at fair value through profit or loss this difference is

recognised using the straight-line method over the estimated maturity of financial asset.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.9. Financial assets

Financial assets within the scope of IFRS 9 are classified as either financial assets at fair value through profit or loss (either

through other comprehensive income or through profit or loss) or financial assets measured at amortised cost. The classification

depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

As the business model for the Group‘s and the Company‘s other financial assets (except financial assets described in Note 2.8)

is held to collect contractual cash flows and they are solely payments of principal and interest, other financial assets are measured

at amortised cost. They comprised short-term loans granted, trade and other receivables, cash and cash equivalents. The Group

and the Company reclassifies debt instruments when and only when its business model for managing those assets changes.

Financial assets are recognised when the Group and the Company becomes party to the contractual provisions of the instrument.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been

transferred and the Group and the Company has transferred substantially all the risks and rewards of ownership.

At initial recognition, the Group and the Company measures financial asset at its fair value plus, in the case of a financial asset

not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and

interest are measured at amortised cost. Interest income from these financial assets is calculated using the effective interest rate

method and presented as “other income” in the statement of comprehensive income. Any gain or loss arising on derecognition is

recognised directly in profit or loss. Impairment losses are presented as separate line item in the statement of comprehensive

income.

2.10. Impairment of financial assets

From 1 January 2018, the Group and the Company assesses on a forward-looking basis the expected credit losses associated

with its financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a

significant increase in credit risk.

The Group and the Company follows a three-stage model for impairment for financial assets other than trade receivables:

− Stage 1 – balances, for which the credit risk has not increased significantly since initial recognition, or that have low credit

risk at the reporting date. For these assets, 12-month expected credit losses (‘ECL’) are recognised and interest revenue is

calculated on the gross carrying amount of the asset (that is, without deduction for credit allowance). 12-month ECL are the

expected credit losses that result from default events that are possible within 12 months after the reporting date. It is not the

expected cash shortfalls over the 12-month period but the entire credit loss on an asset weighted by the probability that the

loss will occur in the next 12 months;

− Stage 2 – comprises balances for which there have been a significant increase in credit risk since initial recognition (unless

they have low credit risk at the reporting date) but that do not have objective evidence of impairment. For these assets,

lifetime ECL are recognised, but interest revenue is still calculated on the gross carrying amount of the asset. Lifetime ECL

are the expected credit losses that result from all possible default events over the expected life of the financial instrument.

Expected credit losses are the weighted average credit losses with the probability of default (‘PD’) as the weight;

− Stage 3 – comprises balances with objective evidence of impairment at the reporting date. For these assets, lifetime ECL

are recognised and interest revenue is calculated on the net carrying amount (that is, net of credit allowance).

The financial assets are considered as credit-impaired, if objective evidence of impairment exist at the reporting date. Evidence

of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default

or delinquency in payments, the probability that they will enter bankruptcy or other financial reorganisation.

Financial assets are written off, in whole or in part, when there is no reasonable expectation of recovery. Indicators that there is

no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the

debtor. Impaired debts are derecognised when they are assessed as uncollectible.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.10 Impairment of financial assets (cont’d)

For trade and other receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime

losses to be recognised from initial recognition of the receivables. Trade receivables are classified either to Stage 2 or Stage 3:

− Stage 2 – comprises receivables for which there the simplified approach was applied to measure the expected lifetime credit

losses, except for certain trade receivables classified in Stage 3;

− Stage 3 – comprises trade receivables which are overdue more than 90 days (except is reasonable explanation for that) or

individually identified as impaired.

The expected loss rates are based on the payment profiles of sales over a period of 36 months before the balance sheet date and

the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current

and forward-looking information on macroeconomic factors affecting the ability of the tenants to settle the receivable. Such

forward-looking information would include:

− changes in economic, regulatory, technological and environmental factors, (such as industry outlook, GDP, employment and

politics);

− external market indicators; and

− tenant base.

2.11. Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term deposits

with an original maturity of three months or less. Deposits with original maturity of more than three months are classified as

deposits on the statement of financial position.

For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand and in current bank account as

well as deposit in bank with an original maturity of three months or less.

2.12. Performance Fee and Management Fee

The Management Fee is remuneration paid to the Management Company for management of the assets of the Company, which

is payable for each quarter of a calendar year and is 0.375% of the quarterly weighted average capitalisation of the Company,

calculated according to the Articles of Association. From 1 January 2018 the rate of the Management Fee was changed to 0.25%

of the quarterly weighted average capitalisation of the Company.

The quarterly payable Management Fee is recorded as financial liability and is accounted for at amortised cost.

The Performance Fee depends on the return earned by the Company, which is calculated for the whole Company rather than for

an individual shareholder and is based on internal rate of return. The Performance Fee amounts to 20% of return in excess of the

annual internal rate of return of 8% (a high water-mark principle is applied). The Performance Fee is paid to the Management

Company on a quarterly basis if both conditions are met - the internal rate of return and the stock price growth (including dividends)

exceed 8% annually.

The Performance Fee is accounted as a provision on a quarterly basis until the conditions, as described above, for the payment

of the Performance Fee are satisfied, when payable part of the Performance Fee is recorded as financial liability and is further

accounted for at amortised cost.

The first period for the calculation of the Performance Fee started from 30 November 2016 according to the Articles of Association

of the Company, where initial amount for calculation of internal rate of return is net assets value of the Company as at 30 November

2016 (it is amounted to the equity of the Group as at 30 November 2016). If, after that date, the capitalisation of the Company

(market value of the issued shares of the Company) is more than net assets value of the Company and internal rate of return

calculated on the basis of net assets value is more than 8%, then payable Performance Fee is calculated based on net assets

value of the Company. If the capitalisation of the Company is less than net assets value of the Company and internal rate of return

calculated on the basis of capitalisation is more than 8%, then payable Performance Fee is calculated based on the capitalisation

of the Company. After the Performance Fee becomes payable, the new period for calculating of the Performance Fee starts,

where initial amount for calculation of internal rate of return is the capitalisation of the Company or net asset value of the Company

as at the end of previous period - depends on which based on these amounts payable part of the Performance Fee is calculated.

More detailed requirements are set out in the Articles of Association of the Company.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.13. Financial liabilities

The Group and the Company recognises a financial liability when it first becomes a party to the contractual rights and obligations

in the contract.

All financial liabilities are initially recognised at fair value, minus (in the case of a financial liability that is not at fair value through

profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at

amortised cost using the effective interest method. A financial liability is derecognised when the obligation under the liability is

discharged or cancelled or expires.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from

suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating

cycle of the business if longer). Financial liabilities included in trade payables are recognised initially at fair value and subsequently

at amortised cost. The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability

is less than one year, discounting is omitted.

Borrowings

Borrowings are recognised initially at fair value less directly attributable transaction costs. After initial recognition, borrowings are

subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless

the Group and the Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of

the reporting period.

2.14. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be

made of the amount of the obligation. The expense relating to any provision is presented in the profit or loss. If the effect of the

time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks

specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a

finance cost.

Provisions for onerous contracts

An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the

economic benefits expected to be received under it. A provision for onerous lease contracts is recognised when the expected

benefits to be derived by the Group and the Company from a contract are lower than the unavoidable cost of meeting its obligations

under the contract.

Provisions for the Performance Fee

The Company is obliged to pay the Performance Fee to the Management Company (Note 2.12). There is an obligation to pay the

Performance Fee, which becomes payable only in the event of outperformance of the benchmark when both conditions are met

as described in Note 2.12 and the Company’s Articles of Association.

As services are provided over time, the obligating past event arises and a provision for the Company’s management services

needs to be recognised. The amount recognised as a provision is the best estimate of the expenditure required to settle the

present obligation.

2.15. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are

recognised in equity as a deduction, net of tax, from the retained earnings. Where any group company purchases the company’s

equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income

taxes) is deducted from equity attributable to the company’s equity holders until the shares are cancelled or reissued. Where such

shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and

the related income tax effects, is included in equity attributable to the company’s equity holders.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.16. Leases

Group and Company are the lessor in an operating lease

Leases in which a significant portion of the risks and rewards of ownership are retained by the Group and the Company as the

lessor are classified as operating leases. Payments, including pre-payments, received under operating leases (net of any

incentives granted to the lessee) are credited to the statement of comprehensive income on a straight-line basis over the period

of the lease.

Any changes in the scope or the consideration for a lease, that was not part of the original terms and conditions of the lease, for

example, rent concessions given which were not contemplated as part of the original terms and conditions of the lease, are

accounted for as lease modifications.

The Group and the Company accounts for a modification to an operating lease as a new lease from the effective date of the

modification, recognising the remaining lease payments, including any amounts recorded as prepaid or accrued lease payments

at the time of the modification, as income on a straight-line basis over the remaining lease term.

Property leased out under operating leases is included in investment property in the statement of financial position (Note 11). See

Note 2.17 for the recognition of rental income.

Group and Company are the lessees

From 1 January 2019, leases where the Group and/or the Company are lessees, are recognised as a right-of-use asset and a

corresponding liability at the date at which the leased asset is available for use by the Company and the Group.

The right-of-use asset is measured at its cost which includes the amount of the initial measurement of the lease liability, any lease

payments made at or before the commencement date (less any lease incentives received), any initial direct costs incurred by the

Group and/or the Company. The lease liabilities are measured at the net present value of the lease payments.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is

generally the case for leases in the Company and the Group, the lessee’s incremental borrowing rate is used, being the rate that

the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset

in a similar economic environment with similar terms, security, and conditions.

The Company and the Group are exposed to potential future increases in variable lease payments based on an index or rate,

which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate

take effect, the lease liability is reassessed and adjusted against the right-of-use asset.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease

period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The Group and the Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that

have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the

lease of low-value assets recognition exemption to leases of equipment that are considered to be low value. Lease payments on

short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.17. Revenue recognition

Lease income

Operating lease income is recognised on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an

operating lease are added to the carrying amount of the underlying asset and recognised as expense over the lease term on the

same basis as lease income. The Group and the Company elected to recognise lease income for variable payment that depends

on an index or a rate in the periods in which changes of index or rate occur. Variable lease payments that do not depend on an

index or a rate are recognised as lease income in the periods in which the event or condition that triggers those payments occurs.

When the Group and the Company provides incentives to its tenants, the cost of the incentives is recognised over the lease term,

on a straight-line basis, as a reduction of lease income.

Utilities and other services income

Revenue from utilities and other services is recognised in the accounting period in which control of the services are passed to the

customer, which is when the service is rendered.

Revenue is measured at the transaction price agreed under the contract. Amounts disclosed as revenue are net of variable

consideration and payments to customers, which are not for distinct services, this consideration may include discounts, trade

allowances, rebates.

A receivable is recognised when services are provided as this is the point in time that the consideration is unconditional because

only the passage of time is required before the payment is due.

Interest income

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for

financial assets that subsequently become credit impaired. For credit-impaired financial assets the effective interest rate is applied

to the net carrying amount of the financial asset (after deduction of the loss allowance).

2.18. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating

segments, has been identified as the Management Company and the Investment Committee that makes strategic decisions.

2.19. Borrowing costs

Borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in

connection with the borrowing of funds.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.20. Current and deferred income tax

From 1 January 2018 all income of Collective Investment Undertakings is not subject to taxation.

The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income,

except to the extent that it relates to items recognised directly in equity. In this case, the tax is also recognised directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted by the end of the

reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management

periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to

interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The standard income tax rate in Lithuania was 15 % in 2022 and 2021. Starting from 2010, tax losses can be transferred within

Lithuania at no consideration or in exchange for certain consideration between the group companies if certain conditions are met.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from

the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability

in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit

or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the

balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax

liability is settled.

The deferred tax liability in relation to investment property that is measured at fair value is determined assuming the property will

be recovered entirely through sale.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against

which the temporary differences can be utilised.

In Lithuania tax losses can be carried forward for indefinite period, except for the losses incurred as a result of disposal of securities

and/or derivative financial instruments. In Lithuania such carrying forward is disrupted if entity changes its activities due to which

these losses incurred except when entity does not continue its activities due to reasons which do not depend on entity itself. In

Lithuania the losses from disposal of securities and/or derivative financial instruments can be carried forward for 5 consecutive

years and only be used to reduce the taxable income earned from the transactions of the same nature. From 1 January 2014

current year taxable profit could be decreased by previous year tax losses only up to 70% in Lithuania.

From 1 January 2018 according to the new Corporate Income Tax Act of Latvia the annual profit is not taxed. Corporate income

tax would be paid on distributed profit, including conditional distributed profit as for example: expenditure not related to economic

activities, some loans granted to related parties, some provisions for doubtful debts. The tax rate on (net) distributed profit would

be 20/80. From 1 January 2018 tax losses incurred before 31 December 2017 can be carried forward for 5 consecutive years to

reduce up to 50% of tax base of distributed profit in Latvia. From 1 January 2018 the tax base would be reduced by the gain on

sale of shares, if the shares were held for an uninterrupted period of at least 36 months. The excess gain can be transferred and

utilized in the future periods. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset

current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes

levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to

settle the balances on a net basis.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.21. Employee benefits

Social security contributions

The Company and the Group pay social security contributions to the state Social Security Fund (the Fund) on behalf of its

employees based on the defined contribution plan in accordance with the local legal requirements. A defined contribution plan is

a plan under which the Group/Company pays fixed contributions into the Fund and will have no legal or constructive obligations

to pay further contributions if the Fund does not hold sufficient assets to pay all employees benefits relating to employee service

in the current and prior period. Social security contributions are recognised as expenses on an accrual basis and included in

payroll expenses.

Bonus plans

The Company and the Group recognises a liability and an expense for bonuses where contractually obliged or where there is a

past practice that has created a constructive obligation.

2.22. Significant accounting judgements and estimates

The preparation of financial statements requires management of the Group and the Company to make judgements and estimates

that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities, at the end of

reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a

material adjustment to the carrying amount of the asset or liability affected in the future periods.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

Judgements

In the process of applying the accounting policies, management has made the following judgements, which had the most

significant effect on the amounts recognised in these financial statements:

The Group acts as principal in relation to utility and other services

The management has concluded that the Group acts as a principal in relation to utility and other services. Although the most of

services rendered to the tenants is performed by other parties, the Group has a right to a service to be performed by the other

party, which gives the Group the ability to direct that party to provide the service to the customer on the entity’s behalf. From

tenant perspective the Group combines the services provided by other parties in providing the specified service to them. According

to the management the Group is primarily responsible for fulfilling the promise to provide services and has discretion in establishing

the price for the services.

Business combinations and acquisitions of assets

Purchases of investment property are generally treated as acquisitions of assets. According to the management, there are no

business combinations if the real estate object has individual tenants, the Company does not acquire other assets or rights in

addition to the real estate object and does not hire former employees. The Company does not acquire the business process

management know-how of a real estate object but manages all acquired objects centrally. The same premise is applicable for

acquisition of investment property through entity acquisition.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are

described below. The Group and the Company base its assumptions and estimates on parameters available when the

consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however,

may change due to market changes or circumstances arising beyond the control of the Group and the Company. Such changes

are reflected in the assumptions when they occur.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of significant accounting policies (cont’d)

2.22. Significant accounting judgements and estimates (cont’d)

The significant areas of estimation used in the preparation of these financial statements are discussed below.

Fair value of investment properties

Fair value of investment properties was based either on the market approach by reference to sales in the market of comparable

properties or the income approach by reference to rentals obtained from the subject property or similar properties. Market

approach refers to the prices of the analogue’s transactions in the market. These values are adjusted for differences in key

attributes such as property size, location. Discounted cash flow projections in the income approach are based on estimates of

future cash flows, supported by the terms of any existing lease and other contracts and by external evidence such as current (at

the date of the statement of financial position) market rents for similar properties in the same location and condition, and using

discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows. The future

rental rates were estimated depending on the actual location, type, and quality of the properties, and taking into account market

data and projections at the valuation date.

The Company’s investment properties located in Lithuania have to be valued twice a year by qualified independent valuer in

accordance with the Lithuanian Law on Collective Investment Undertakings. In the process of valuation, the Management has

discussions with the qualified independent valuer about significant unobservable inputs.

The fair value of the investment properties of the Group and the Company as at 31 December 2022 was EUR 36,427 thousand

and EUR 26,444 thousand, respectively (as at 31 December 2021 – EUR 29,616 thousand and EUR 20,797 thousand,

respectively) (described in more details in Note 11).

Fair value of investments into subsidiaries in stand-alone financial statements

The fair values of investments into subsidiaries together with loans granted to subsidiaries are determined by using valuation

techniques, primarily discounted cash flows. The fair value of these investments was measured at the fair value of their net assets,

including loans granted by the Company. The main assets of subsidiaries are investment properties, which are measured at fair

value using the income or market approach. The main liabilities of subsidiaries are borrowings from external financial institutions,

which are measured using an income approach, such as a present value technique. The models used to determine fair values

are periodically reviewed and compared against historical results to ensure their reliability.

The fair value of the investments in subsidiaries as at 31 December 2022 was EUR 11,176 thousand (as at 31 December 2021 –

EUR 9,801 thousand) (described in more details in Note 5).

The provision for the Performance Fee

The amount of provision for the Performance Fee represents the best estimate of the expenditure required to settle the present

obligation at the end of the reporting period. The provision is calculated on the basis of the net assets value of the Company,

which equals to the equity of the Group. The Performance Fee would become payable only if the stock price growth (including

dividends) exceeded 8% annually. As described in Note 2.12, the payable Performance Fee could be based on net assets value

or on the capitalisation of the Company. The Company cannot control stock price of the Company shares, therefore the timing

and the amount of the Performance Fee payable in future are uncertain.

As at 31 December 2022 provision was calculated as an amount equal to 20% of return in excess of the annual internal rate of

return of 8% for period from 30 June 2021 till 31 December 2022. For this period internal rate of return based on net assets value

of the Company amounted to 23.23% Initial amount for calculation of internal rate of return for this period was capitalisation of the

Company as at 30 June 2021.

As at 31 December 2021 provision was calculated as an amount equal to 20% of return in excess of the annual internal rate of

return of 8% for period from 30 June 2021 till 31 December 2021. For this period internal rate of return based on net assets value

of the Company amounted to 20.38%. Initial amount for calculation of internal rate of return for this period was capitalisation of

the Company as at 30 June 2021, as internal rate of return for period from 31 March 2020 till 30 June 2021 based on the

capitalisation of the Company amounted to 36.33% and exceeded 8%, but the capitalisation was less than net assets value of the

Company as at 30 June 2021.

As at 31 December 2022 the Company recognised non-current provision for the Performance Fee of EUR 900 thousand (as at

31 December 2021 - EUR 219 thousand) (Note 7).

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management

3.1. Financial risk factors

The risk management function within the Group is carried out in respect of financial risks, operational risks, and legal risks. On an

overall Group level strategical risk management was executed by the Management Company. Operational risk management is

carried out at each entity level by directors. The primary objectives of the financial risk management function are to establish risk

limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk management functions are

intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks.

The Group’s and the Company’s principal financial liabilities comprise borrowings, trade, and other payables. The main purpose

of the borrowings is to raise finance for the Group’s and the Company’s operations. The Group and the Company have various

financial assets such as trade and other receivables, loans granted and cash which arise directly from its operations. The Company

and the Group have not used any derivative instruments so far, as management considered that there is no necessity for them.

The main risks arising from the financial instruments are market risk (including currency risk, cash flow and fair value interest rate

risk and price risk), liquidity risk and credit risk. The risks are identified and disclosed below.

Credit risk

Credit risk is the risk one party to a financial instrument will cause a financial loss for the other party by failing to discharge an

obligation. Credit risk arises from cash and cash equivalents, deposits, credit exposures to outstanding trade receivables and

loans granted. The Group/Company seeks to ensure that rental contracts are entered into only with lessees with an appropriate

credit history, from some of lessees advance lease payments are required.

The maximum exposure to credit risk and impairment of trade and other receivables is disclosed in Note 13. The maximum

exposure to credit risk for loans granted to subsidiaries measured at fair value through profit or loss are their carrying amounts

(Note 5). In Note 13 is also disclosed credit quality of trade receivable. There are no transactions of the Group or the Company

that occur outside Lithuania and Latvia.

As at 31 December 2022 and 2021 the Group and the Company had no significant concentrations of credit risk.

With respect to credit risk arising from cash and cash equivalents and deposits the Group’s and the Company’s exposure to credit

risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.

According to the European deposit insurance scheme, cash, cash equivalents and deposits of up to EUR 100 thousand of every

legal entity in each bank are covered with insurance. All the Group’s balance of cash and cash equivalents are covered with the

insurance, except for the Company’s cash and cash equivalents, because the Company is a collective investment undertaking.

The insured amounts of cash placed on AS “SEB banka” accounts were exceeded by EUR 476 thousand and insured amounts

of cash placed on AB Šiaulių bankas accounts were exceeded by EUR 212 thousand as at 31 December 2022 (by EUR 113

thousand and by EUR 188 thousand, respectively, as at 31 December 2021).

All cash balances have a low credit risk at the reporting date and the impairment loss determined on 12-month expected credit

losses is resulted in an immaterial amount.

The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings of the banks:

	Group			Company
Moody’s short-term ratings	2022	2021	2022	2021
Prime-1	718	1,354		63	946
Prime-2	564	547		252	259
Not rated	-	-		-	-
	1,282	1,901		315	1,205

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management (cont’d)

3.1 Financial risk factors (cont’d)

Market risk

Cash flow and fair value interest rate risk

The Group’s and the Company’s exposure to the risk of changes in market interest rates relates primarily to the debt obligations

with floating interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in floating interest rates (EURIBOR), with all

other variables held constant, of the Group’s and the Company’s profit before tax (through the impact on floating rate borrowings).

There is no impact on the Group’s and the Company’s equity other than current year profit impact.

	Increase in basis points	Group	Company
2022
EUR	+300 bps	(383)	(383)
	-100 bps	128	128
2021
EUR	+50 bps	(46)	(46)

As at 31 December 2022 the Group and the Company had two loans with floating interest rates (6 month EURIBOR). As at 31

December 2021 EURIBOR were negative and according to borrowings agreements was equalled to zero.

Foreign exchange risk

The Group and the Company holds assets and liabilities denominated only in the Euro, which is functional and presentation

currency of the Group. Therefore, the Group and the Company are not exposed to foreign exchange risk.

Liquidity risk

The Group’s and the Company’s policy is to maintain sufficient cash and cash equivalents or have available funding through an

adequate amount of committed credit facilities to meet their commitments at a given date in accordance with strategic plans. The

liquidity risk of the Group’s operation in Lithuania and the Company is controlled on an overall Group level. The liquidity risk of the

Group’s operation in Latvia is controlled on an entity level. The Group’s and the Company’s objective is to maintain a balance

between continuity of funding and flexibility through the use of bank loans. The liquidity risk management is divided into long-term

and short-term risk management.

The aim of the short-term liquidity management is to meet daily needs for funds. Short-term liquidity for the Group and the

Company is controlled through monthly monitoring of the liquidity status and needs of funds.

Long-term liquidity risk is managed by analysing the predicted future cash flows taking into account the possible financing sources.

Before approving the new investment projects the Group and the Company evaluate the possibilities to attract needed funds.

The Group’s liquidity ratio (total current assets / total current liabilities) as at 31 December 2022 and 2021 was approximately 0.95

and 0,79, respectively. The Company’s liquidity ratio as at 31 December 2022 and 2021 was approximately 0.43 and 0.56.

As at 31 December 2022 the current assets were lower than current liabilities by EUR 101 thousand in the Group and EUR 969

thousand in the Company. The management of the Group and the Company forecasted the cash flows of the Group and the

Company for 2023 and the forecast indicates that the Group and the Company will have sufficient funds to cover liabilities, which

fall due in 2023. The Group and the Company could use additional liquidity source - overdraft up to EUR 1,000 thousand available

according to borrowing agreement with AB Šiaulių Bankas to meet its liabilities.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management (cont’d)

3.1 Financial risk factors (cont’d)

Liquidity risk (cont’d)

The table below summarises the maturity profile of the Group’s financial liabilities as at 31 December 2022 and 2021 based on

contractual undiscounted payments.

	n	Less than 3	4 to 12	2 to 5	More than 5	Total
	demand	months	months	years	years
Interest bearing borrowings	-	281	1,017	14,122	-	15,420
Leasing liabilities	-	62	187	402	-	651
Trade and other payables	-	281	-	-	-	281
Provision for onerous contract	-	11	2	20	-	33
Other liabilities	440	68	1	-	-	509
Balance as at 31 December 2022	440	703	1,207	14,544	-	16,894
Interest bearing borrowings	-	148	444	8,801	-	9,393
Leasing liabilities	-	60	181	622	-	863
Trade and other payables	-	1,675	-	-	-	1,675
Provision for onerous contract	-	16	18	40	-	74
Other liabilities	437	22	-	-	-	459
Balance as at 31 December 2021	437	1,921	643	9,463	-	12,464

The table below summarises the maturity profile of the Company’s financial liabilities as at 31 December 2022 and 2021 based

on contractual undiscounted payments.

	On	Less than 3	4 to 12	2 to 5	More than 5	Total
	demand	months	months	years	years
Interest bearing borrowings	-	281	1,017	14,122	-	15,420
Leasing liabilities	-	62	187	402	-	651
Trade and other payables	-	171	-	-	-	171
Provision for onerous contract	-	11	2	20	-	33
Other liabilities	440	66	-	-	-	506
Balance as at 31 December 2022	440	591	1,206	14,544	-	16,781
Interest bearing borrowings	-	148	444	8,801	-	9,393
Leasing liabilities	-	60	181	622	-	863
Trade and other payables	-	1,579	-	-	-	1,579
Provision for onerous contract	-	16	18	40	-	74
Other liabilities	437	17	-	-	-	454
Balance as at 31 December 2021	437	1,820	643	9,463	-	12,363

Provision for onerous contract is disclosed in the tables above because it is a financial liability arising from the unavoidable cost

of meeting the obligation of contract. The amounts disclosed are undiscounted future loss amounts used to calculate provision.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management (cont’d)

3.2. Capital management

The primary objective of the capital management is to ensure that the Group and the Company maintain a strong credit health

and healthy capital ratios in order to support their business and maximise shareholder value. The Company‘s management

supervises the investments so that they are in compliance with requirements applied to the capital, specified in the appropriate

legal acts, as well as provide the Group’s management with necessary information.

The Group‘s and the Company‘s capital comprises share capital, share premium, reserves and retained earnings.

The Group and the Company manage their capital structure and make adjustments to it, in light of changes in economic conditions

and specific risks of their activity. To maintain or adjust the capital structure, the Company may adjust the dividend payment to

shareholders, return capital to shareholders or issue new shares.

The Company is obliged to keep its equity ratio at not less than 50 % of its share capital, as imposed by the Law on Companies

of Republic of Lithuania. The Company and the Group complied with this requirement as at 31 December 2022 and 2021, except

for one subsidiary in 2022 and two subsidiaries in 2021. There are no plans yet to rectify the situation in Lithuania. Pursuant to

the Latvian Commercial Law the authorised share capital of a private limited liability company must be not less than EUR 2,800.

As of 31 December 2022 and 2021, all Latvian subsidiaries complied with this requirement.

Starting from 2022 the Company has the right to pay dividends without bank consent if the ratio of EBITDA (earnings before

interest, tax, depreciation and amortization) plus inflows and outflows from subsidiaries (dividends or repayment of granted loan

and new granted loans) plus change for provision for the Performance Fee minus payable Performance Fee divided by the sum

of debt service costs (interest and principal repayments) and dividends would be higher than 1.1. In addition, on 9 April 2020 the

Ordinary General Meeting of the Company changed dividend payment policy by setting the minimum amount of dividends at EUR

0.09, if the legal and contractual requirements do not restrict the payment of dividends.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

4 Fair value estimation

Assets carried at fair value

The fair value hierarchy has the following levels:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

- Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived from prices);

- Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The following table provides the fair value measurement hierarchy of the Group’s and the Company’s assets measured at fair

value in the statement of financial position as at 31 December 2022.

	Level 1	Level 2	Level 3	Total balance
Assets of the Group
Investment properties (Note 11)	-	8,292	28,135	36,427
Assets of the Company
Investment properties (Note 11)	-	3,358	23,086	26,444
Investment into subsidiaries (Note 5)	-	-	11,176	11,176

There were no transfers of assets between the Level 1 and Level 2 and between Level 2 and Level 3 of the fair value hierarchy

during 2022.

The following table provides the fair value measurement hierarchy of the Group’s and the Company’s assets measured at fair

value in the statement of financial position as at 31 December 2021.

	Level 1	Level 2	Level 3	Total balance
Assets of the Group
Investment properties (Note 11)	-	6,626	22,990	29,616
Assets of the Company
Investment properties (Note 11)	-	2,630	18,167	20,797
Investment into subsidiaries (Note 5)	-	-	9,801	9,801

There were no transfers of assets between the Level 1 and Level 2 and between Level 2 and Level 3 of the fair value hierarchy

during 2021.

There were no liabilities measured at fair value in the Group’s and the Company’s statements of financial position.

Financial instruments that are not carried at fair value

The Group’s and the Company’s principal financial instruments that are not carried at fair value in the statement of financial

position are cash and cash equivalents, deposits, trade and other receivables, trade and other payables, non-current and current

borrowings, provision for onerous contract.

The carrying amount of the cash and cash equivalents, deposits, trade and other receivables, trade and other payables of the

Group and the Company as at 31 December 2022 and 2021 approximated their fair value because they are short-term and the

impact of discounting is immaterial.

The carrying amount of borrowings of the Group and the Company and provision for onerous contract as at 31 December 2022

and 2021 approximated their fair value. Bank borrowings have floating interest rate and were renegotiated recently, therefore

their interest rate represents the current market rate. The interest rates of borrowings from related party are reviewed at the end

of each financial year and adjusted in line with market rates changes, therefore it was concluded that their fair value approximates

carrying amount. The fair values of non-current borrowings are based on discounted cash flows using a current interest rate.

They are classified as level 3 fair values in the fair value hierarchy due to use of unobservable inputs, including own credit risk.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

5 Investments into subsidiaries

The Group had the following subsidiaries directly or indirectly owned by the Company as at 31 December 2022:

		Proportion of shares (voting rights)
	Country of incorporation	directly/indirectly held by the
Name	and place of business	Company/Group (%)	Nature of business
UAB Rovelija*	Lithuania	100.00	Real estate owner and lessor
			(from March 2020 dormant)
UAB Proprietas*	Lithuania	100.00	Real estate owner and lessor
SIA Dommo Grupa*	Latvia	100.00	Real estate owner and lessor
SIA Dommo Biznesa Parks	Latvia	100.00	Real estate owner and lessor

*These subsidiaries are directly owned by the Company.

The Group had the following subsidiaries directly or indirectly owned by the Company as at 31 December 2021:

		Proportion of shares (voting rights)
	Country of incorporation	directly/indirectly held by the
Name	and place of business	Company/Group (%)	Nature of business
UAB Rovelija*	Lithuania	100.00	Real estate owner and lessor
			(from March 2020 dormant)
UAB Perspektyvi veikla	Lithuania	100.00	Dormant
UAB Proprietas*	Lithuania	100.00	Real estate owner and lessor
SIA Dommo Grupa*	Latvia	100.00	Real estate owner and lessor
SIA Dommo Biznesa Parks	Latvia	100.00	Real estate owner and lessor

*These subsidiaries are directly owned by the Company.

All subsidiary undertakings listed in the tables above are included in the consolidation.

During 2022 UAB “Perspektyvi veikla” was merged with UAB “Rovelija”. Additionally, share capital of UAB “Rovelija” was

decreased by EUR 70 thousand that was transferred to the Company as cash. In addition, the Company acquired 100% of UAB

“RE 1” for EUR 2,216 thousand (accounted as acquisition of the group of asset, at the acquisition date entity had EUR 34 thousand

of cash), later increased its share capital for EUR 22 thousand and merged it with itself. After the merger the Company’s assets

and liabilities have changed by the following balance sheet items:

Assets:
Investment property	1,800
Cash	59
Liabilities:	1,859
Short term loans from credit institutions	(221)
Trade payables	(82)
Income tax payable	(12)
Advances received	(19)
	(334)
Total change due to the merger (derecognised investment fair value)	1,525

In 2021 the Company has increased the share capital of its subsidiary UAB “Proprietas” by EUR 116 thousand. The capital

increase was made by setting off part of the loan granted to the subsidiary. In addition, two of the subsidiaries in Latvia SIA

“Dommo” and SIA “DBP Invest” were merged with SIA “Dommo Grupa”.

The Company has not any significant restriction on the ability of an unconsolidated subsidiary to transfer funds to the Company.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

5 Investments into subsidiaries

Fair value of investments into subsidiaries

Investments into subsidiaries together with loans granted to subsidiaries are measured at fair value through profit or loss in the

Company’s stand-alone financial statements in 2022 and 2021. It is Level 3 fair value measurement. The fair value of investments

is measured at the fair value of their net assets including loans granted by the Company. The main assets of dormant entities are

cash. The main assets of active subsidiaries are investment properties, which are measured at fair value using the income

approach. The main liabilities of subsidiaries are borrowings from external financial institutions, which are measured using an

income approach, such as a present value technique.

The split of carrying amounts of the investment into subsidiaries by legal components is as follows:

	2022	2021
Shares	187	221
Loans granted	10,989	9,580
	11,176	9,801

Key inputs to valuation on subsidiaries as at 31 December 2022 and 2021:

Significant unobservable inputs	Value of input or range, 2022	Value of input or range, 2021
Discount rate (%)	10	10
Capitalisation rate for terminal value (%)	9	9
Vacancy rate (%)	2	2
Increase of rents per year (%)	1.3	1.3-1.5
Inflation (%)	1.3	1.3-1.4

The sensitivity analysis of fair value of subsidiaries as at 31 December 2022 is as follows:

Reasonable possible shift +/- (%)	Increase of estimates	Decrease of estimates
Change in Increase of rents per year by 100 bps	98	(98)
Change in expected vacancy rates by 20%	(28)	27
Change in discount and capitalization rate by 50 bps	(288)	321

The sensitivity analysis of fair value of subsidiaries as at 31 December 2021 is as follows:

Reasonable possible shift +/- (%)	Increase of estimates	Decrease of estimates
Change in Increase of rents per year by 100 bps	95	(93)
Change in expected vacancy rates by 20%	(26)	27
Change in discount and capitalization rate by 50 bps	(274)	307

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

5 Investments into subsidiaries

Fair value of investments into subsidiaries (cont’d)

The following table presents the movement in Level 3 instruments for the year ended 31 December 2022 and 2021:

Fair value as at 31 December 2020

9,026

Gains and losses recognised in profit or loss (within ‘Net changes in fair value of investment into

subsidiaries designated at fair value through profit or loss ’)

885

Investment into share capital

116

Loan granted during a year (Note 18)

200

Loan repaid during a year (Note 18)

(426)

Fair value as at 31 December 2021

9,801

Gains recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries

designated at fair value through profit or loss ’)

2,069

Losses recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries

designated at fair value through profit or loss ’)

(714)

Acquisition of investments (acquisition of the group of asset)

2,216

Investment into share capital and reduction of share capital, net

(48)

Merger of subsidiary with the Company

(1,525)

Loan granted during a year (Note 18)

100

Loan repaid during a year (Note 18)

(723)

Fair value as at 31 December 2022

11,176

Change in unrealised gains or losses for the period included in profit or loss for assets held

at the end of 2022

1,355

Change in unrealised gains or losses for the period included in profit or loss for assets held

at the end of 2021

885

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

6 Segment information

Management of the Company has determined the operating segments based on the reports reviewed by the Investment

Committee of the Management Company that are used to make strategic decisions. The Investment Committee analyses

performance of the Group on property-by-property basis of owned premises. Performance is evaluated based on net operating

income. Net operating income is calculated by deducting from revenue premises rent costs (excluding provision for onerous

contract), utilities expenses, repair and maintenance expenses, property management and brokerage costs, taxes on property

and insurance costs. Segment assets and liabilities are not reported to the Investment Committee. Management of the Company

has determined the following reportable segments:

- Owned property in Lithuania. The reportable segment comprises four operating segments on a property-by-property basis,

which are aggregated (in 2022 and 2021 there were 3 such segments). The operating segments have similar economic

characteristics because all owned premises are located in Vilnius, Lithuania. These are office buildings. Most of them have

further development opportunities. All properties are multi-tenant. Corporate tenants dominate, but some premises are also

leased to governmental and retail tenants.

- Owned property in Latvia. Revenue is earned from warehouse located in Riga, Latvia.

The following table presents performance of reportable segments of the Group for the year ended 31 December 2022:

	Owned	Owned
	property in	property in	Total
Year ended 31 December 2022	Lithuania	Latvia
Rent income	1,350	588	1,938
Other revenue (utilities and other service)	1,488	-	1,488
Revenue	2,838	588	3,426
Expenses
Premises rent costs	(72)	(2)	(74)
Utilities	(582)	(1)	(583)
Repair and maintenance of premises	(535)	(44)	(579)
Property management and brokerage costs	-	(28)	(28)
Taxes on property	(101)	(22)	(123)
Insurance costs	(6)	(3)	(9)
Net operating income for the period	1,542	488	2,030

The following table presents performance of reportable segments of the Group for the year ended 31 December 2021:

	Owned	Owned
	property in	property in	Total
	Lithuania	Latvia
Year ended 31 December 2021
Rent income	1,130	557	1,687
Other revenue (utilities and other service)	1,036	-	1,036
Revenue	2,166	557	2,723
Expenses
Premises rent costs	(71)	(3)	(74)
Utilities	(319)	(2)	(321)
Repair and maintenance of premises	(542)	(24)	(566)
Property management and brokerage costs	(1)	(29)	(30)
Taxes on property	(95)	(14)	(109)
Insurance costs	(5)	(3)	(8)
Net operating income for the period	1,133	482	1,615

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

6 Segment information (cont’d)

The following table presents reconciliation of the Group’s operating profits to net operating income, rent costs and revenue.

		2022				2021
	Net				Net
	operating	Premises	Repair and		operating	Premises	Repair and
	income to	rent costs	maintenance	Revenue	income to	rent costs	maintenance	Revenue
	operating		of premises		operating		of premises
	profit				profit
From reportable	2,030	(74)	(579)	3,426	1,615	(74)	(566)	2,723
segment
Provision for onerous
contracts and lease	21	21	-	-	(4)	(4)	-	-
liabilities recalculation
impact
Other revenue not included in reportable	5	-	-	5	3	-	-	3
segments
Rent revenue not included in reportable	(19)	-	-	(19)	7	-	-	7
segment due to application of IFRS 16
Add back insurance
and other costs	81	-	72	-	74	-	66	-
(included within ‘other
expenses’)
Brokerage cost on sale	-	-	-	-	-	-	-	-
of investment property
Management and Performance Fee	(858)	-	-	-	(388)	-	-	-
Impairment of trade
receivables	(1)	-	-	-	(5)	-	-	-
Employee benefits	(182)	-	-	-	(154)	-	-	-
expenses
Depreciation and amortisation	(110)	-	-	-	(104)	-	-	-
Other expenses	(335)	-	-	-	(254)	-	-	-
Other income	14	-	-	-	25	-	-	-
Net gains from fair value adjustments on investment property	3,977	-	-	-	2,854	-	-	-
Total	4,623	(53)	(507)	3,412	3,669	(78)	(500)	2,733

The table below presents distribution of the Group non-current assets (other than financial instruments and deferred tax assets)

by geographical area as at 31 December 2022 and 2021:

	Lithuania	Latvia	Total
As at 31 December 2022	26,813	9,984	36,797
As at 31 December 2021	21,225	8,819	30,044

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

7 Revenue, lease expenses, lease commitments, provisions

Revenue

The Group being the lessor has entered into commercial property leases of the Group’s investment properties under operating

lease agreements. The majority of the agreements have remaining terms of between 1 and 6 years.

Analysis of revenue by category:

	Group		Company
	2022	2021	2022	2021
Rent income	1,919	1,694	1,663	1,500
Utilities revenue	406	222	-	1
Other services revenue	1,087	817	19	8
Total revenue	3,412	2,733	1,682	1,509

From 1 January 2018 subsidiary UAB Proprietas provide property management services for the Company and utilities and other

services to the tenants of the Company. Therefore, from 1 January 2018 most of utilities and other services revenue is earned by

the subsidiary, not by the Company.

Analysis of revenue of the Group by geographical areas:

	Group
	2022	2021
Lithuania	2,820	2,173
Latvia	592	560
Total	3,412	2,733

In 2022 there was one customer in Latvia, from which the Group received 13% of its revenue, in 2021 the Group has one customer

in Latvia, from which was received 16% of revenue.

In 2022 there were two customers, from which the Company received more than 10% of its revenue: 14% was received from one

non-related party and 24% from one of the subsidiaries. In 2021 there were three customers, from which the Company received

more than 10% of its revenue: 27% was received from two non-related parties and 24% from one of the subsidiaries.

The Group’s future rentals receivable under non-cancellable and cancellable operating leases as at 31 December 2022 and

2021 are as follows:

		2022	2021
Within one year
	- non-cancellable lease	590	404
	- non-cancellable amount of cancellable lease	1,117	1,031
	- minimum lease payments, total	1,707	1,435
	- cancellable amount of cancellable lease	208	152
		1,915	1,587
Within two years	- non-cancellable lease	494	349
	- non-cancellable amount of cancellable lease	478	560
	- minimum lease payments, total	972	909
	- cancellable amount of cancellable lease	629	322
		1,601	1,231

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

7 Revenue, lease expenses, lease commitments, provisions (cont’d)

Revenue (cont’d)

		2022	2021
Within three years
	- non-cancellable lease	451	261
	- non-cancellable amount of cancellable lease	110	118
	- minimum lease payments, total	561	379
	- cancellable amount of cancellable lease	903	572
		1,464	951
Within four years	- non-cancellable lease	346	215
	- non-cancellable amount of cancellable lease	-	-
	- minimum lease payments, total	346	215
	- cancellable amount of cancellable lease	645	629
		991	844
Within five years	- non-cancellable lease	59	107
	- non-cancellable amount of cancellable lease	-	-
	- minimum lease payments, total	59	107
	- cancellable amount of cancellable lease	380	277
		439	384
After five years	- non-cancellable lease	-	-
	- non-cancellable amount of cancellable lease	-	-
	- minimum lease payments, total	-	-
	- cancellable amount of cancellable lease	91	194
		91	194
Total		6,501	5,191
	- non-cancellable lease	1,940	1,336
	- non-cancellable of cancellable lease	1,705	1,709
	- minimum lease payments, total	3,645	3,045
	- cancellable amount of cancellable lease	2,856	2,146
		6,501	5,191

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

7 Revenue, lease expenses, lease commitments, provisions (cont’d)

Revenue (cont’d)

The Company’s future rentals receivable under non-cancellable and cancellable operating leases as at 31 December 2022

and 2021 are as follows:

Within one year		2022	2021
	- non-cancellable lease	1,023	798
	- non-cancellable amount of cancellable lease	584	498
	- minimum lease payments, total	1,607	1,296
	- cancellable amount of cancellable lease	139	113
Within two years		1,746	1,409
	- non-cancellable lease	927	743
	- non-cancellable amount of cancellable lease	245	183
	- minimum lease payments, total	1,172	926
	- cancellable amount of cancellable lease	350	126
Within three years		1,522	1,052
	- non-cancellable lease	883	655
	- non-cancellable amount of cancellable lease	110	118
	- minimum lease payments, total	993	773
	- cancellable amount of cancellable lease	437	78
Within four years		1,430	851
	- non-cancellable lease	562	609
	- non-cancellable amount of cancellable lease	-	-
	- minimum lease payments, total	562	609
	- cancellable amount of cancellable lease	490	176
Within five years		1,052	785
	- non-cancellable lease	59	304
	- non-cancellable amount of cancellable lease	-	-
	- minimum lease payments, total	59	304
	- cancellable amount of cancellable lease	380	126
After five years		439	430
	- non-cancellable lease	-	-
	- non-cancellable amount of cancellable lease	-	-
	- minimum lease payments, total	-	-
	- cancellable amount of cancellable lease	91	194
		91	194
Total		6,280	4,721
	- non-cancellable lease	3,454	3,109
	- non-cancellable of cancellable lease	939	799
	- minimum lease payments, total	4,393	3,908
	- cancellable amount of cancellable lease	1,887	813
		6,280	4,721

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

7 Revenue, lease expenses, lease commitments, provisions (cont’d)

Revenue (cont’d)

The Company’s and the Group’s future rentals receivable under finance lease as at 31 December 2022 and 2021 are as

follows:

	2022	2021
Year 1	202	202
Year 2	202	202
Year 3	202	202
Year 4	-	202
Year 5	-	-
After 5 years	-	-
Total	606	808
Unearned interest	(16)	(30)
	590	778

For the cancellable lease agreements, tenants must notify the administrator 1–6 months in advance if they wish to cancel the

rent agreement. One agreement has 8 months notification and tenant has to pay for the cancellation 2 months’ rent fee penalty.

According to some agreements, the tenants have the right to cancel the rent agreement within 6–30 months of the start of lease

term. According to non-cancellable lease agreements tenants must pay the penalty equal to rentals receivable during the whole

remaining lease period.

Most of lease agreements have a clause enabling upward revision of the rental charges on an annual basis according to

prevailing market conditions.

Expenses and provisions

The Company was leasing premises from an external party until August 2017 under the lease agreement of 10 August 2007,

except for one property, which is leased until the expiry of the current sublease agreement (31 December 2025). The Company

had paid a one-off deposit in the amount of EUR 825 thousand corresponding to the 6 months rental fee amount, which will be

set-off against the last part of lease payment at the termination of the lease. The rent payments are subject to an indexation at

the end of August each year based on harmonised consumer price index, if the latter is more than 1%, but there is a cap for

annual indexation of 3.8%. In November of 2016 the amendment to the lease agreement was signed. According to the amendment,

EUR 275 thousand of prepayments was set off against lease payables in 2016, EUR 450 thousand of prepayments was set off in

2017, and EUR 100 thousand of prepayments have to be set off in 2025.

The lease expenses of the Group from short term agreements amounted to EUR 79 thousand and EUR 79 during the year ended

31 December 2022 and 2021, respectively. The lease expenses of the Company from short-term agreements amounted to EUR

72 thousand and EUR 72 thousand during the year ended 31 December 2022 and 2021, respectively.

The lease agreement of 10 August 2007 is an onerous contract, therefore there is a provision of EUR 21 thousand and EUR 48

thousand to cover the loss anticipated in connection with this contract recognised in the statement of financial position as at 31

December 2022 and 2021, respectively. In addition, after the sale of investment property located at Gyneju 14, Vilnius, the

Company and the Group is committed to further ensure to rent the parking places for one of previous tenant of Gyneju 14. The

commitment is onerous contract, therefore, additional provision of onerous contract amounting for 11 thousand EUR and EUR 26

thousand to cover the loss anticipated in connection with this contract recognised in the statement of financial position as at 31

December 2022 and 2021, respectively. These amounts represent the present value of future cash flows related to the lease

contracts. Future cash flows projections are based on the estimates of future rent income from subleased premises, contractual

lease payments.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

7 Revenue, lease expenses, lease commitments, provisions (cont’d)

Expenses and provisions (cont’d)

The changes in the provision for onerous contract is presented below:

	2022	2021
As at 1 January	74	84
Re-estimation of provision at the end of the year	(7)	13
Amount used (recognised as a reduction of ‘Premises rent costs’)	(34)	(23)
Unwinding of the discount and changes in the discount rate	(1)	-
As at 31 December	32	74
Non-current	19	40
Current	13	34

As at 31 December 2022 the Company recognised non-current provision for the Performance Fee of EUR 900 thousand (as at

31 December 2021: EUR 219 thousand) (Notes 2.12 and 2.22).

The changes in the provision for the Performance Fee is presented below:

	2022	2021
As at 1 January	219	1,556
Re-estimation of provision at the end of the year	681	179
Reclassification of payable part to ‘other current liabilities’	-	(1,516)
As at 31 December	900	219

8 Finance costs

	Group			Company
	2022	2021	2022		2021
Interest expenses of bank borrowings	(362)	(260)		(355)	(260)
Unwinding of the discount of provision for onerous contract	-	-		-	-
Lease interest	(15)	(18)		(15)	(18)
Other financial expenses	(1)	-		-	-
	(378)	(278)		(370)	(278)

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

9 Income tax

		Group		Company
Components of the income tax (expenses)/credit	2022		2021	2022	2021
Current income tax (expense)/credit		(15)	-	-	-
Prior year current income tax correction		-	-	-	-
Deferred income tax (expense)/credit		(6)	8	-	-
Income tax (expense)/credit charged to profit or loss – total		(21)	8	-	-

There is no income tax expense (credit) recognised in other comprehensive income. Deferred income tax asset and liability

were estimated at 15% rates as at 31 December 2022 and 2021.

The movement in deferred income tax assets and liabilities of the Group during 2022 is as follows:

	Balance as at Recognised in profit Balance as at
	31 December	or loss during the	31 December
Deferred tax asset	2021	year 2022
Tax loss carry forward	1,139	(1,053)	86
Investment properties	-	-	-
Deferred tax asset available for recognition	1,139	(1,053)	86
Less: unrecognised deferred tax asset from tax losses carried forward	(1,097)	1,047	(50)
Less: unrecognised deferred tax asset due to future uncertainties	-	-	-
Recognised deferred income tax asset	42	(6)	36
Asset netted with liability of the same legal entities	-	-	-
Deferred income tax asset, net	42	(6)	36
Deferred tax liability
Investment properties	-	-	-
Deferred income tax liability	-	-	-
Liability netted with asset of the same legal entities	-	-	-
Deferred income tax liability, net	-	-	-
Deferred income tax, net	42	(6)	36

After changes in Latvian Income Tax Law the tax losses from Latvian entities could be carried forward not for indefinite period of

time, but for 5 consecutive years. Deferred tax asset arising from the tax losses from Latvian entities amounted to nil and EUR

1,048 (all amount is unrecognised, expiry date 31 December 2022) as at 31 December 2022 and 2021 respectively.

The Group’s deferred tax assets will be recovered within than 12 months as of 31 December 2022.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

9 Income tax (cont’d)

The movement in deferred income tax assets and liabilities of the Group during 2021 is as follows:

	Balance as	Recognised		Transfer of Balance as
	at 31	in profit or		tax losses	at 31
	December	loss during		within	December
Deferred tax asset	2020	the year		group	2021
Tax loss carry forward	1,142		-	(3)	1,139
Investment properties	-		-	-	-
Deferred tax asset available for recognition	1,142		-	(3)	1,139
Less: unrecognised deferred tax asset from tax losses carried forward	(1,105)		8	-	(1,097)
Less: unrecognised deferred tax asset due to future uncertainties	-		-	-	-
Recognised deferred income tax asset	37		8	(3)	42
Asset netted with liability of the same legal entities	-		-	-	-
Deferred income tax asset, net	37		8	(3)	42
Deferred tax liability
Investment properties	-		-	-	-
Deferred income tax liability	-		-	-	-
Liability netted with asset of the same legal entities	-		-	-	-
Deferred income tax liability, net	-		-	-	-
Deferred income tax, net	37		8	(3)	42

Following the provisions of the Lithuanian Law on Corporate Income Tax, all income of closed-end investment companies

operating in accordance with the Lithuanian Law on Collective Investment Undertakings are not subject to taxation. Therefore, the

Company has not any taxable temporary differences in 2022 and 2021 and has not recognised any deferred tax assets or liabilities.

The reconciliation of the total income tax to the theoretical amount that would arise using the tax rate of the Group and

the Company is as follows:

	Group		Company
	2022	2021	2022	2021
Profit before income tax	4,245	3,391	4,223	3,399
Tax calculated at the tax rate of 0 %	-	-	-	-
Tax effect of non-deductible expenses and non-taxable income	-	(1)	-	-
Deferred tax expenses arising from write-down, or reversal of a previous write-down, of deferred tax asset due to changes in probability to utilise it	(1)	2	-	-
Prior year current income tax correction	-	-	-	-
Differences in tax rates in subsidiaries (15% instead of 0%)	(20)	7	-	-
Income tax (expense)/credit recorded in the statement of comprehensive income	(21)	8	-	-

Following the provisions of the Lithuanian Law on Corporate Income Tax, all income of closed-end investment companies

operating in accordance with the Lithuanian Law on Collective Investment Undertakings are not subject to taxation.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

10 Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the

parent by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of shares for the year ended 31 December 2022 was as follows:

	Number of shares	Par value	Issued/365 Weighted average
Calculation of weighted average for the year 2022	(thousand)	(EUR)	(days)	(thousand)
Shares issued as at 31 December 2021	8,061	1.45	365/365	8,061
Shares issued as at 31 December 2022	8,061	1.45	-	8,061

The weighted average number of shares for the year ended 31 December 2021 was as follows:

	Number of shares	Par value	Issued/365 Weighted average
Calculation of weighted average for the year 2021	(thousand)	(EUR)	(days)	(thousand)
Shares issued as at 31 December 2020	13,050	1.45	365/365	13,050
Own shares acquired as at 9 February 2021	-	1.45	325/365	-
Own shares acquired as at 23 February 2021	(1,191)	1.45	311/365	(1,015)
Own shares acquired as at 9 March 2021	(10)	1.45	297/365	(8)
Own shares acquired as at 28 March 2021	(3,788)	1.45	278/365	(2,885)
Shares issued as at 31 December 2021	8,061	1.45	-	9,142

		Group
	2022		2021
Net profit (loss), attributable to the equity holders of the parent		4,224	3,399
Weighted average number of ordinary shares (thousand)		8,061	9,142
Basic earnings (deficit) per share (EUR)		0.52	0.37

For 2022 and 2021 diluted earnings per share of the Group are the same as basic earnings per share.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

11 Investment properties

The movements of investment properties of the Group were:

	Other investment	Other investment	Properties	Investment
	properties	properties valued	leased out by	properties held	Total
	valued using	using sales		for future
	transaction price	comparison method	the entity	redevelopment
Fair value hierarchy	Level 1	Level 2	Level 3	Level 3
Balance as at 31 December 2020	-	3,629	20,504	-	24,133
Additions	-	2,628	1	-	2,629
Gain from fair value adjustment	-	369	2,485	-	2,854
Loss from fair value adjustment	-	-	-	-	-
Balance as at 31 December 2021	-	6,626	22,990	-	29,616
Additions	-	427	101	-	528
Additions through subsidiary	-	-	2,450	-	2,450
acquisition (asset acquisition)
Subsequent expenditure	-	142	1	116	259
Disposal	-	(403)	-	-	(403)
Gain from fair value adjustment	-	1,802	1,804	1,424	5,030
Loss from fair value adjustment	-	(302)	(751)	-	(1,053)
Balance as at 31 December 2022	-	8,292	26,595	1,540	36,427
Unrealized gains or losses for the period, included within ‘Net gain	-	1,423	1,053	1,424	3,900
(losses) on fair value adjustments of investment property’ in profit or loss

The movements of investment properties of the Company were:

	Other investment	Other investment	Properties	Investment
	properties	properties valued	leased out by	properties held	Total
	valued using	using sales		for future
	transaction price	comparison method	the entity	redevelopment
Fair value hierarchy	Level 1	Level 2	Level 3	Level 3
Balance as at 31 December 2020	-	-	15,774	-	15,774
Additions	-	2,628	-	-	2,628
Gain from fair value adjustment	-	2	2,393	-	2,395
Loss from fair value adjustment	-	-	-	-	-
Balance as at 31 December 2021	-	2,630	18,167	-	20,797
Additions	-	427	-	-	427
Additions through merger of subsidiary (Note 5)	-	-	1,800	-	1,800
Subsequent expenditure	-	142	-	116	258
Gain from fair value adjustment	-	461	1,579	1,424	3,464
Loss from fair value adjustment	-	(302)	-	-	(302)
Balance as at 31 December 20221	-	3,358	21,546	1,540	26,444
Unrealized gains or losses for the period, included within ‘Net gain	-	159	1,579	1,424	3,162
(losses) on fair value adjustments of investment property’ in profit or loss

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

11 Investment properties (cont’d)

Investment properties of the Group are office buildings warehouses and properties held for future development. The majority of

buildings and warehouses are leased out under the operating lease agreements and generate rental income.

The direct operating expenses arising from investment properties can be allocated as follows:

		Group			Company
	2022		2021	2022		2021
To properties that generated rental income		534	631		389	531
To properties that did not generate rental income		150	59		135	49
		684	690		524	580

During 2022 the Company purchased two garages with a plot of land from private individuals for EUR 427 thousand, including

transaction costs. The purchased real estate is located on the same plot of land as other real estate owned by the Company. The

Company acquired 100 percent UAB "RE 1" shares for EUR 2,216 thousand (accounted as acquisition of the group of assets,

acquisition cost of acquired investment property amounted to EUR 2,450 thousand, Note 5). In addition, UAB “RE1” acquired the

remaining land plot for EUR 101 thousand. It should be noted that RE 1 owns a non-residential premises-cafe located at Vilniaus

str. 37, Vilnius. The area of the remaining purchased premises is 257 sq. m., which are estimated at EUR 1,800 thousand, valued

by UAB OBER-HAUS Nekilnojamasis Turtas. After this transaction, INVL Baltic Real Estate's total area of managed premises on

Vilniaus str. 37, in Vilnius, reaches 1,990 sq. m.

Vilnius City municipality has approved design proposals for the reconstruction of a complex that the Company owns in the city’s

Old Town at the address Palangos 4 . Reconstruction of the complex at Palangos 4 is intended to create an administrative building

with four floors and an attic for high-end offices. Its ground floor will contain restaurants and commercial premises. Above-ground

space in the building is planned to increase by 3,600 sq. m. after the reconstruction to 10,000 sq. m. During 2022 the reconstruction

expenses of EUR 116 thousand and EUR 142 thousand were incurred additionally for the investment properties, located at

Palangos 4, Vilnius and Vilniaus 37, Vilnius respectively.

As at 31 December 2022 outstanding payables for additions and subsequent expenditure from 2022 for investment properties

amounted to EUR 174 thousand. The Company's subsidiary SIA "Dommo Grupa" sold a 3.4 ha plot of land located in the 58 ha

logistics and industrial park "Dommo Logistics and Industrial Park" for EUR 403 thousand. The preliminary sales contract was

signed in 2021 and then EUR 40 thousand was transferred. euro advance. In June 2022 the remaining EUR 363 was transferred.

During 2021 the Company acquired the real estate located at Vilniaus Street 37-4 in Vilnius from state enterprise Turto Bankas

and private individuals for EUR 2,628 thousand (including the costs directly related to the purchase of the investment property) The

total area of the acquired facilities is 1,653.49 sq. m. while the area of the land plot is 0.1185 ha.

During 2021 the reconstruction expenses of EUR 33 thousand and EUR 104 thousand were incurred additionally for the

investment properties, located at Palangos 4, Vilnius and Vilniaus 37, Vilnius respectively.

Investment properties were measured at fair value. During 2022, properties leased out by the entity in Lithuania were valued as

at 31 October 2022 and 30 April 2022, respectively, by an accredited valuer UAB OBER-HAUS Nekilnojamasis Turtas (hereinafter

together with SIA OBER-HAUS Vertešanas Serviss referred to as ‘Oberhaus’) using the income approach. During 2022 investment

properties located in Latvia were valued as at 31 October 2022 and 30 April 2022, respectively, by an accredited valuer SIA

OBER-HAUS Vertešanas Serviss using a market approach for land and using an income approach for warehouse.

During 2022 the most significant positive impact for the increased value of investment properties was due to the development

potential of Palangos 4 (Level 3 measurement) complex and land plots valuation located in Latvia (Level 2 measurement). The

most significant negative impact for the decreased value of investment properties was due to properties located at Vilniaus 37

(Level 2 and Level 3 measurement). Investment properties located at Vilniaus 37 acquisition value was higher than valuation.

Investment properties are measured at fair value. During 2021, properties leased out by the entity in Lithuania were valued as at

31 October 2021 and 30 April 2021, respectively, by an accredited valuer UAB OBER-HAUS Nekilnojamasis Turtas (hereinafter

together with SIA OBER-HAUS Vertešanas Serviss referred to as ‘Oberhaus’) using the income approach. During 2021 investment

properties located in Latvia were valued as at 31 October 2021 and 30 April 2021, respectively, by an accredited valuer SIA

OBER-HAUS Vertešanas Serviss using a market approach for land and using an income approach for warehouse.

There were no significant changes in the market during period from valuation date till end of reporting period that could have an

effect on the value of investment properties, therefore the updated valuation was not performed as at 31 December 2022 and 31

December 2022, only value of investment property located in Vilnius str. 37 was updated by EUR 58 thousand, which represent

capitalised costs of reconstruction expenses after valuation date.

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in

circumstances that caused the transfer.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

11 Investment properties (cont’d)

The fair value represents the price that would be received selling an asset in an orderly transaction between market participants

at the measurement date, in compliance with the International Valuation Standards set out by the International Valuation

Standards Committee. An investment property’s fair value was based either on the market approach by reference to sales in

the market of comparable properties or the income approach by reference to rentals obtained from the subject property or similar

properties. Market approach refers to the prices of the analogue’s transactions in the market. These values are adjusted for

differences in key attributes such as property size, location, and quality of interior fittings. The most significant input into this

valuation approach is price per square metre.

Income approach is based on the assumption that defined correlation between net activity future income and fair value of the

objects exists. For properties leased out by the entity main inputs include:

- Future rental cash inflows based on the actual location, type and quality of the properties and supported by the terms of any

- existing lease, other contracts or external evidence such as current market rents for similar properties;

- Discount rates reflecting current market assessments of the uncertainty in the amount and timing of cash flows;

- Estimated vacancy rates based on current and expected future market conditions after expiry of any current lease;

- Maintenance costs including necessary investments to maintain functionality of the property for its expected useful life;

- Capitalisation rates based on actual location, size and quality of the properties and taking into account market data at the

valuation date;

- Terminal value taking into account assumptions regarding maintenance costs, vacancy rates and market rents.

Investment properties held for future redevelopment were estimated taking into account the following estimates (in addition to the

inputs noted above):

- Sales prices based on the valuers’ experience and knowledge of market conditions of residential and commercial properties;

- Costs to complete that are based on the valuers’ experience and knowledge of market conditions and term sheets outlined

in approved detailed plans. Costs to complete also include a reasonable profit margin;

- Completion dates, as properties under construction require approval or permits from oversight bodies at various points in

the development process, including approval or permits in respect of initial design, zoning, commissioning, and compliance

with environmental regulations. Based on management’s experience with similar developments, all relevant permits and

approvals are expected to be obtained. However, the completion date of the development may vary depending on, among

other factors, the were no changes to the valuation techniques during the period;

- Profit on cost ratio reflecting current market assessment of profitability margin of developments projects. It is based on the

internal rate of returns for similar projects.

The split of carrying amounts of the properties leased out by the entity by type:

	Group		Company
	2022	2021	2022	2021
Offices premises in city centre – Lithuania	21,546	18,167	21,546	18,167
Warehouse – Latvia	5,049	4,823	-	-
	26,595	22,990	21,546	18,167

Description of valuation techniques used and key inputs to valuation on investment properties located in Lithuania as at 31

December 2022:

	Valuation technique	Significant unobservable inputs	Range (weighted
				average)
		Discount rate (%)		7-9.5 (9.29)
Properties leased out by the		Capitalisation rate for terminal value (%)		6.5-7.5 (7.23)
entity	Discounted cash flows	Vacancy rate (%)		0-33.3
		Office premises in city centre - Rent price	4.93-35	(15.04)
		EUR per sq. m. (without VAT)
		Profit on cost ratio of the entire project (%)	25
Investment properties held for	Discounted cash flows	Capitalisation rate for terminal value (%)	6.25
future redevelopment	with estimated costs to	Cost to completion EUR per sq. m (without	1,520
	complete	VAT)
		Sales price EUR per sq. m. (with VAT)*	4,100

All inputs in the Company are the same as in the Group.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

11 Investment properties (cont’d)

Description of valuation techniques used and key inputs to valuation on investment properties located in Lithuania as at 31

December 2021:

	Valuation technique	Significant unobservable inputs	Range (weighted average)
		Discount rate (%)	9
Properties leased out by the		Capitalisation rate for terminal value (%)	7.5
entity	Discounted cash flows	Vacancy rate (%)	0-25
		Office premises in city centre - Rent price	4.93-20	(13.88)
		EUR per sq. m. (without VAT)

All inputs in the Company are the same as in the Group

Description of valuation techniques used and key inputs to valuation on investment properties located in Latvia as at 31 December

2022:

	Valuation technique	Significant unobservable inputs	Value of input or range
		Discount rate (%)	10
	Discounted cash flows value (%)	Capitalisation rate for terminal	9
Properties leased out by the entity	(five year estimated)	Vacancy rate (%)	2
		Increase of rents per year (%)	1.3
		Inflation (%)	1.3

Description of valuation techniques used and key inputs to valuation on investment properties located in Latvia as at 31 December

2021:

	Valuation technique	Significant unobservable inputs	Value of input or range
		Discount rate (%)	10
		Capitalisation rate for terminal	9
	Discounted cash flows	value (%)
Properties leased out by the entity	(five year estimated)	Vacancy rate (%)	2
		Increase of rents per year (%)	1.3 – 1.5
		Inflation (%)	1.3-1.4

Oberhaus is used for valuation of current contractual rent prices and has indexed these prices by input of increase of rents per

year.

The sensitivity analysis of investment properties located in Lithuania valued using income approach as at 31 December 2022 is

as follows:

Group/Company		Increase of estimates		Decrease of estimates
		Investment		Investment
	Properties	properties held	Properties	properties held
Reasonable possible shift +/-	leased out	for future	leased out	for future
	by the entity	redevelopment		by the entity redevelopment
Change in future rental rates by 10 %	1,900	1,160	(2,200)	(1,150)
Change in construction costs by 10%	-	(1,000)	-	1,000
Change in expected vacancy rates by 20%	(500)	-	300	-
Change in discount and capitalization rate by 50 bps	(1,600)	(850)	1,400	1,010
Change in profit on cost ratio of the entire project by 200 bps	-	(180)	-	190

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

11 Investment properties (cont’d)

The sensitivity analysis of investment properties located in Latvia valued using income approach as at 31 December 2022 is

as follows:

Reasonable possible shift +/- (%)	Increase of estimates	Decrease of estimates
Change in Increase of rents per year by 100 bps or change in future	98	(98)
rental rates by 1%
Change in expected vacancy rates by 20%	(28)	27
Change in discount and capitalization rate by 50 bps	(288)	321

The sensitivity analysis of investment properties located in Lithuania valued using income approach as at 31 December 2021

is as follows:

Group/Company	Increase of estimates	Decrease of estimates
Reasonable possible shift +/- (%)	Properties leased out by	Properties leased out
	the entity	by the entity
Change in future rental rates by 10 %	1,800	(2,000)
Change in construction costs by 10%	-	-
Change in expected vacancy rates by 20%	(500)	300
Change in discount and capitalization rate by 50 bps	(1,300)	1,200

The sensitivity analysis of investment properties located in Latvia valued using income approach as at 31 December 2021 is as

follows:

Reasonable possible shift +/- (%)	Increase of estimates	Decrease of estimates
Change in Increase of rents per year by 100 bps or change in future	95	(93)
rental rates by 1%
Change in expected vacancy rates by 20%	(26)	27
Change in discount and capitalization rate by 50 bps	(274)	307

As at 31 December 2022 the Group’s investment properties with carrying amount of EUR 25,313 thousand (EUR 18,137 thousand

as at 31 December 2021) were pledged to the banks as collateral for the loans (Note 16).

As at 31 December 2022 the Company’s investment properties with carrying amount of EUR 25,313 thousand (EUR 18,137

thousand as at 31 December 2021) were pledged to the banks as collateral for the loans (Note 16).

As of 31 December 2016, a written consent was required for sale of investment property from AB SEB bankas as a depository

service provider. According to the Lithuanian Law on Collective Investment Undertakings, the sale price of investment properties

may not be lower by more than 15% of the value determined by the independent qualified valuer. Having concluded a contract on

sale of investment properties, when the above-described condition is not satisfied, the Management Company must, in exceptional

cases and provided that interests of participants of the Company are not harmed, notify the supervisory authority thereof

immediately.

There were no other restrictions on the realisation of investment properties or the remittance of income and proceeds of disposals

in 2022 and 2021.

No contractual obligations to purchase, construct, repair or enhance investment properties existed at the end of the period.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

12 Financial instruments by category

Group	Financial assets at amortised cost
Assets as per statement of financial position	2022	2021
Financial lease receivables	590	778
Other receivables	-	-
Trade and other receivables excluding tax prepayments	127	173
Cash and cash equivalents	1,282	1,901
Total	1,999	2,852

	Financial assets at Assets at fair value
Company	through the profit	amortised cost	and loss	Total
31 December 2022
Assets as per statement of financial position
Financial lease receivables	-	589		589
Investments into subsidiaries designated at fair value through profit or loss	11,176	-		11,176
Trade and other receivables excluding tax prepayments	-	43		43
Cash and cash equivalents	-	315		315
Total	11,176	947		12,123

	Financial assets at	Assets at fair
Company		value through the	Total
31 December 2021	amortised cost	profit and loss
Assets as per statement of financial position
Financial lease receivables	778	-	778
Investments into subsidiaries designated at fair value through profit or loss	-	9,801	9,801
Trade and other receivables excluding tax prepayments	94	-	94
Cash and cash equivalents	1,205	-	1,205
Total	2,077	9,801	11,878

Group	Financial liabilities at amortised cost
Liabilities as per statement of financial position	2022	2021
Borrowings	12,817	9,142
Lease liabilities	633	834
Provision for onerous lease contract	32	74
Trade payables	281	1,675
Other current liabilities excluding taxes and employee benefits	509	459
Total	14,272	12,184

Company	Financial liabilities at amortised cost
Liabilities as per statement of financial position	2022	2021
Borrowings	12,817	9,142
Lease liabilities	633	834
Provision for onerous lease contract	32	74
Trade payables	171	1,579
Other current liabilities excluding taxes and employee benefits	506	454
Total	14,159	12,083

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

49 13 Trade and other receivables		Group			Company
	2022		2021	2022	2021
Trade receivables, gross		153	189		55	93
Accrued lease income, gross		14	33		14	33
Taxes receivable, gross		15	23		14	-
Total trade and other receivable, gross		182	245		83	126
Less: provision for impairment of trade and other receivables		(40)	(49)		(26)	(32)
Less: Write off still subject to enforcement activity		-	-		-	-
Trade and other receivable net of expected credit losses		142	196		57	94

Changes in provision for impairment of trade and other receivables for the year 2022 and 2021 have been included within

‘Provision for impairment of trade receivables’ in the statement of comprehensive income.

Trade and other receivables are non-interest bearing and are generally with a credit term of 30 days.

Movements in the accumulated impairment losses on credit impaired accounts receivable of the Group and in the write-off were

as follows:

		Group
		Write off still subject
	Impairment losses	to enforcement	Total
		activity
Balance as at 31 December 2020	44	1	45
Charge for the year	6	-	6
Write-offs charged against the provision	-	-	-
Enforcement activity ended	-	(1)	(1)
Recoveries of amounts previously impaired or written off	(1)	-	(1)
Balance as at 31 December 2021	49	-	49
Charge for the year	6	-	6
Write-offs charged against the provision	-	-	-
Enforcement activity ended	(10)	-	(10)
Recoveries of amounts previously impaired or written off	(5)	-	(5)
Balance as at 31 December 2022	40	-	40

Movements in the accumulated impairment losses on credit impaired accounts receivable of the Company and in the write-off

were as follows:

		Company
		Write off still subject
	Impairment losses	to enforcement	Total
		activity
Balance as at 31 December 2020	32	1	33
Charge for the year	-	-	-
Write-offs charged against the provision	-	-	-
Enforcement activity ended	-	-	-
Recoveries of amounts previously impaired or written off	-	(1)	(1)
Balance as at 31 December 2021	32	-	32
Charge for the year	4	-	4
Write-offs charged against the provision	-	-	-
Enforcement activity ended	(8)	-	(8)
Recoveries of amounts previously impaired or written off	(2)	-	(2)
Balance as at 31 December 2022	26	-	26

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

13 Trade and other receivables (cont’d)

The credit quality of trade receivables of the Group can be assessed on the ageing analysis disclosed below:

					Group
	Current	Less than	30–60		61–90		More than	Credit	Total
As at 31 December 2022		30 days	days		days		90 days	impaired
Trade receivables net of write off	65	42		3		-	3	40	153
Accrued lease income	14	-		-		-	-	-	14
Expected credit losses	-	-		-		-	-	(40)	(40)
Trade and other receivable net of expected	79	42		3		-	3	-	127
credit losses
As at 31 December 2021
Trade receivables net of write off	87	38		4		3	3	54	189
Accrued lease income	33	-		-		-	-	-	33
Expected credit losses	-	-		-		-	-	(49)	(49)
Trade and other receivable net of expected	120	38		4		3	3	5	173
credit losses

The credit quality of trade receivables of the Company can be assessed on the ageing analysis disclosed below:

					Company
		Less than	30–60		61–90		More	Credit
	Current						than 90		Total
As at 31 December 2022		30 days	days		days		days	impaired
Trade receivables net of write off	4	25		-		-	-	26	55
Accrued lease income	14	-		-		-	-	-	14
Expected credit losses	-	-		-		-	-	(26)	(26)
Trade and other receivable net of expected	18	25		-		-	-	-	43
credit losses
As at 31 December 2021
Trade receivables net of write off	33	23		-		1	-	36	93
Accrued lease income	33	-		-		-	-	-	33
Expected credit losses	-	-		-		-	-	(32)	(32)
Trade and other receivable net of expected	66	23		-		1	-	4	94
credit losses

The impairment losses for not credit impaired trade receivables is not recognised, because it is immaterial. As at 31 December

2022 and 2021 most of trade receivables were secured by advances received from tenants.

The ageing analysis of the credit impaired trade receivables of Group disclosed below:

	Current	Less than	30–90		90–180		More than	Total
		30 days	days		days		180 days
Trade receivables net of write off as at 31 December 2022	-	-		-		1	39	40
Trade receivables net of write off as at 31December 2021	1	-		1		1	51	54

The ageing analysis of the credit impaired trade receivables of the Company disclosed below

	Current	Less than	30–90		90–180		More than	Total
		30 days	days		days		180 days
Trade receivables net of write off as at 31 December 2022	-	-		-		-	26	26
Trade receivables net of write off as at 31 December 2021	-	-		-		-	36	36

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

14 Share capital and reserves

As at 31 December 2022 and 31 December 2021 the Company’s and the Group’s share capital was divided into 8,061,414

ordinary registered shares with the nominal value of EUR 1.45 each. All the shares of the Company were fully paid. As at 31

December 2022 and 31 December 2021 the Company held none of its own shares.

Changes during 2022

On 12 April 2022 EUR the annual general meeting has decided to transfer from the legal reserve EUR 663 thousand to retained

earnings and 1,613 thousand from retained earnings to reserves for purchase of own shares.

Changes during 2021

On 29 April 2021 EUR the annual general meeting has decided to transfer from retained earnings EUR 276 thousand to the legal

reserve and 4,274 thousand from retained earnings to reserves for purchase of own shares.

Due to resolution of the General Shareholders Meeting of the Company that was held on 14 January 2021 on material changes

in the incorporation documents of the Company an obligation has arisen for the Company to buy back the shares of the Company

of shareholders opposing the decisions or not participating in the meeting or abstaining from voting. The Company’s shares buy-

back began on 25 January 2021 and lasted till 25 March 2021. The share buy-back price per share was EUR 2.2103, according

to net assets value as at 30 November 2020. The total number of shares that could be submitted for buy-back was 8,988,051.

During buyback 4,988,155 shares (37.93% of share capital) were acquired for EUR 11.047 thousand, including brokerage fees.

29 April 2021, it was determined that in 30 November 2020 the value of the net assets was overestimated. The recalculated share

buy-back price per share was EUR 2.2043. EUR 30 thousand were paid to the redeemed shareholders in excess. The losses

incurred by the Company due to the excessive redemption price of the unit were covered by the Management Company. Losses

covered by the Management Company reduce the acquisition cost of own shares.

According to the decision of shareholders 5,088,586 of acquired own shares were cancelled, and the reserve for the acquisition

of own shares was decreased by EUR 3,825 thousand, the value of own shares cancelled amounted for EUR 11,204 thousand

and share capital was decreased by EUR 7,379 thousand. The changes in share capital were registered in the Register of Legal

entities on 26 July 2021. From 26 July 2021 the total authorised number of ordinary shares is 8,061,414 with the par value of EUR

1.45 per share, the Company’s authorized share capital is equal to EUR 11,689,050,30.

Legal reserve

Legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 % of net profit, calculated

in accordance with the statutory financial statements, are compulsory until the reserve reaches 10 % of the share capital. The

reserve can be used only to cover the accumulated losses.

Reserve for the acquisition of own shares

Reserve for the acquisition of own shares is formed for the purpose of buying own shares in order to keep their liquidity and

manage price fluctuations. It can be formed by shareholders’ decision at the Annual Shareholders Meeting from the profit available

for distribution. The reserve cannot be used to increase the share capital. The reserve does not change when Company acquires

own shares but is utilised when own shares are cancelled. The shareholders can decide to transfer unused amounts of the reserve

back to retained earnings at the Annual Shareholders Meeting.

15 Dividends

Payment of dividends of EUR 0.12 per share and total dividends of EUR 967 thousand in respect of the year ended 31 December

2021 was approved at the Annual General Meeting of Shareholders on 12 April 2022.

Payment of dividends of EUR 0.12 per share and total dividends of EUR 967 thousand in respect of the year ended 31 December

2020 was approved at the Annual General Meeting of Shareholders on 29 April 2021.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

16 Borrowings

	Group		Company
Non-current:	2022	2021	2022	2021
Non-current bank borrowings	12,109	8,777	12,109	8,777
Non-current other borrowings	-	-	-	-
Current:	12,109	8,777	12,109	8,777
Current portion of non-current borrowings	708	365	708	365
Borrowings from related parties	-	-	-	-
	708	365	708	365
Total borrowings	12,817	9,142	12,817	9,142

All borrowings are expressed in EUR.

Borrowings with fixed or floating interest rate (with changes in 6 months period) were as follows:

Interest rate type:

	Group		Company
	2022	2021	2022	2021
Fixed	-	-	-	-
Floating	12,817	9,142	12,817	9,142
	12,817	9,142	12,817	9,142

The carrying amounts of assets pledged to the banks to secure the repayment of borrowings are as follows:

	Group		Company
	2022	2021	2022	2021
Investment properties (Note 11)	25,313	18,137	25,313	18,137
Cash	252	259	252	259

Weighted average effective interest rates of borrowings for the period:

		Group			Company
	2022		2021		2022	2021
Borrowings	3.20%			2.77%	3.18%	2.77%

As at 31 December 2022 and 2021 all Group entities have complied with bank loan covenants.

On 19 May 2022 the Company has signed an amendment of to the borrowing agreement with AB Šiaulių Bankas. According to

the amendment the new credit limit of EUR 14,500 thousand is set. It consists of two parts. The first part amounts to EUR 13,500

thousand whose outstanding balance on the day of signing the contract was EUR 8,978 thousand and EUR 4,522 thousand an

additional credit amount. The second part is a credit line of EUR 1,000 thousand, which could be disbursed until 17 May 2027.

Furthermore, the settlement schedule and due date (18 May 2027) were changed. During 2022 the Company used EUR 1,000

thousand of credit line and EUR 3,650 thousand of the first part of the credit. In addition, EUR 829 thousand of credit line was

returned. Therefore, 31 December 2022 the unused portion of the Company's credit (including the credit line) was EUR 1,701

thousand.

After the acquisition and merger of UAB "RE 1" to the Company, the Group took over the available short-term loan of AB Šiaulių

Bankas, which was EUR 221 thousand on the date of these statements. The final loan repayment term is 16 June 2023.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

16 Borrowings (cont‘d)

Changes in liabilities arising from financing activities are presented in the table below:

		Group	Company
	Borrowings	Dividends payable	Borrowings and	Dividends
	and lease			payable (Note
	liabilities	(Note 15, 17)	lease liabilities	15, 17)
As at 31 December 2020	10,522	451	10,522	451
Cash flows from (to) financing activities	(842)	(981)	(842)	(981)
Interest expenses (Note 8)	278	-	278	-
Increase of lease liabilities recalculation due to indexation	18	-	18	-
Approved dividends	-	967	-	967
As at 31 December 2021	9,976	437	9,976	437
Cash flows from (to) financing activities	2,823	(964)	2,855	(964)
Interest expenses (Note 8)	378	-	370	-
Increase of lease liabilities recalculation due to indexation and modification	28	-	28	-
Borrowings acquired through acquisition of the group of asset (the Group) and the merger (the Company) (Note 5)	245	-	221	-
Approved dividends	-	967	-	967
As at 31 December 2022	13,450	440	13,450	440

17 Other current liabilities

Other current liabilities are presented in the table below:

	Group			Company
	2022	2021	2022		2021
Financial liabilities
Dividends payable	440	437		440	437
Performance Fee (Note 7, 2.22)	-	-		-	-
Other amounts payable	66	22		66	17
Non – financial liabilities	509	459		506	454
Salaries and social security contributions payable	30	31		-	-
Tax payable	50	52		18	41
	80	83		18	41
Total other current liabilities	589	542		524	495

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

18 Related party transactions

The related parties of the Group were the shareholders of the Company, who have significance influence (note 1), key

management personnel, including companies under control or joint control of key management and shareholders having

significant influence. Under IAS 24, AB "Invalda INVL" and its controlled companies (hereinafter - Other related parties) are also

classified as related parties.

The Group’s transactions with related parties during 2022 and related balances as at 31 December 2022 were as follows:

			Purchases
	Revenue and		(including				Payables to
2022	other income		provision) and		Receivables		related parties
	from related		interest from		from related		(excluding
	parties		related parties		parties		provision)
Group
AB Invalda INVL (accounting services)		-		43		-		2
Other related parties (maintenance and repair		-		36		-		-
services)
Other related parties (rent, utilities and other)		5		7		-		-
Other related parties (management services		-		857		-		15
provided by the Management Company)		5		943		-		17

The Group’s transactions with related parties during 2021 and related balances as at 31 December 2021 were as follows:

			Purchases
	Revenue and		(including				Payables to
2021	other income		provision) and		Receivables		related parties
	from related		interest from		from related		(excluding
	parties		related parties		parties		provision)
Group
AB Invalda INVL (accounting services)		-		25		-	-
Other related parties (maintenance and repair		-		118		-	11
services)
Other related parties (rent, utilities and other)		8		16		1	-
Other related parties (management services		-		388		-	1,533
provided by the Management Company)		8		547		1	1,544

The related parties of the Company are subsidiaries, shareholders who have significant influence (Note 1), key managers, key

managers and shareholders with significant influence, controlled or jointly controlled entities. Under IAS 24, AB "Invalda INVL"

and its controlled companies (hereinafter - Other related parties) are also classified as related parties.

Transactions of the Company with subsidiaries in 2022 and balances as at 31 December 2022 were as follows:

	Revenue and
2022	other income		Purchases and		Receivables
	from related		interest from		from related	Payables to
	parties		related parties		parties	related parties
Company
Loans to subsidiaries		-		-	10,989		-
Rent		396		-	-		-
Other		-		234	-		2
		396		234	10,989		2

The repayment date of the loans granted to subsidiaries in Lithuania is 31 December 2023. As described in Note 2.8, the Company

measured the loans granted to subsidiaries at fair value and did not recognise interest income separately.

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

18 Related party transactions (cont’d)

Transactions of the Company with subsidiaries in 2021 and balances as at 31 December 2021 were as follows:

	Revenue and
2021	other income		Purchases and		Receivables
	from related		interest from		from related	Payables to
	parties		related parties		parties	related parties
Company
Loans to subsidiaries		-		-	9,580		-
Rent		362		-	23		-
Other		-		182	-		28
		362		182	9,603		28

The repayment date of the loans granted to subsidiaries in Lithuania is 31 December 2022. As described in Note 2.8, the Company

measured the loans granted to subsidiaries at fair value and did not recognise interest income separately.

The Company’s transactions with other related parties during 2022 and related balances as at 31 December 2022 were as follows:

			Purchases
	Revenue and		(including				Payables to
2022	other income		provision) and		Receivables		related parties
	from related		interest from		from related		(excluding
	parties		related parties		parties		provision)
Company
AB Invalda INVL (accounting services)		-		25		-		2
Other related parties (maintenance and repair		-		4		-		-
services)
Other related parties (rent, utilities and other)		-		3		-		-
Other related parties (management services		-		857		-		15
provided by the Management Company)		-		889		-		17

The Company’s transactions with other related parties during 2021 and related balances as at 31 December 2021 were as follows:

			Purchases
	Revenue and		(including				Payables to
2021	other income		provision) and		Receivables		related parties
	from related		interest from		from related		(excluding
	parties		related parties		parties		provision)
Company
AB Invalda INVL (accounting services)		-		13		-	-
Other related parties (maintenance and repair
services)		-		51		-	2
Other related parties (rent, utilities and other)		-		9		-	-
Other related parties (management services		-		388		-	1,533
provided by the Management Company)		-		461		-	1,535

Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE

company code 152105644, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2022

(all amounts are in EUR thousand unless otherwise stated)

18 Related party transactions (cont’d)

The movements of loans granted to subsidiaries of the Group were:

	2022	Company	2021
At 1 January		9,580	13,884
Loans granted during year		100	7,510
Loans repayment received		(701)	(12,734)
Changes in fair value of loans granted		2,032	922
Interest received		(22)	(2)
At 31 December		10,989	9,580

The management remuneration contains short-term employee benefits. Key management of the Company and the Group includes

the Management Company and member of Investment Committee.

			Group		Company
		2022		2021	2022	2021
Wages, salaries and bonuses			1	1	-	-
Social security contributions			-	-	-	-
Management Fee (Note 2.12)			176	209	176	209
Performance Fee (Note 2.12)	(change in provision)		681	179	681	179
Total key management compensation			858	389	857	388

There were no loans granted to key management during the reporting period or outstanding at the end of the reporting period.

During 2022 the Company paid to “INVL Life” UAB EUR 227 thousand of dividends, net of tax, and paid to other shareholders,

who have significance influence, EUR 351 thousand of dividends, net of tax.

During 2021 the Company paid to AB Invalda INVL EUR 216 thousand of dividends, net of tax, and paid to other shareholders,

who have significance influence, EUR 329 thousand of dividends, net of tax.

19 Impact of invasion of the Russian Federation to Ukraine

The Group and the Company has not owned any assets and does not perform any operation in Ukraine, Russia, and Belarus.

Activities were affected by general economic situation – it has increased expenses. At the moment, the Group has not encountered

the worsening settlement of debt by the tenants compared with previous years. Therefore, invasion of the Russian Federation to

Ukraine, occurred on 24 February 2022, did not have any significant impact on the Group’s and the Company’s activities.

20 Events after the reporting period

No post-reporting events occurred from the date of preparation of the financial statements to the date of issuance of the financial

statements.

CONSOLIDATED ANNUAL REPORT FOR THE YEAR OF 2022

THE SPECIAL CLOSED-ENDED TYPE REAL ESTATE INVESTMENT COMPANY

INVL BALTIC REAL ESTATE

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 58

CONTENT

I. GENERAL INFORMATION ............................................................................................................................................. 60

1. Legal basis for preparation of the Annual Consolidated Report and content of information ............................................... 60

2. Reporting period for which the report is prepared ...................................................................................................... 60

3. General information about the Issuer and other companies comprising the Issuer‘s group .............................................. 60

3.1. INFORMATION ABOUT THE ISSUER .................................................................................................................... 60

3.2. INFORMATION ON COMPANY’S GOALS AND STRATEGY ......................................................................................... 60

3.3. INFORMATION ABOUT THE ISSUER‘S GROUP OF COMPANIES ................................................................................ 61

II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS ................................................................................................... 67

4. Overview of the Issuer and its group activity ............................................................................................................. 67

4.1. Comment made by INVL Asset Management real estate fund manager Vytautas Bakšinskas ..................................... 67

4.2. Operational environment .................................................................................................................................. 67

4.3. Results of INVL Baltic Real Estate ....................................................................................................................... 68

4.4. Financial ratios*............................................................................................................................................... 69

4.5. Key figures of INVL Baltic Real Estate ................................................................................................................. 69

4.6. Net Asset value of INVL Baltic Real Estate ........................................................................................................... 70

4.7. Significant Issuer’s and its group events during the reporting period, effect on the financial statement ....................... 71

5. Significant events of the Issuer and its group since the end of the financial year ........................................................... 72

6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts...................................................... 72

III. INFORMATION ABOUT SECURITIES ............................................................................................................................ 73

8. The order of amendment of Issuer’s Articles of Association ......................................................................................... 73

9. Structure of the authorized capital ........................................................................................................................... 73

9.1. Share capital changes ....................................................................................................................................... 73

9.2. Information about the Issuer’s treasury shares .................................................................................................... 73

10. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial investment to the Issuer on

a regulated market .................................................................................................................................................... 73

11. Shareholders ....................................................................................................................................................... 77

11.1. Information about company‘s shareholders ....................................................................................................... 77

11.2. Rights and obligations carried by the shares ...................................................................................................... 78

12. Dividends ............................................................................................................................................................ 78

IV. ISSUER’S MANAGING BODIES.................................................................................................................................... 80

13. Structure, authorities, the procedure for appointment and replacement ...................................................................... 80

13.1. General Shareholders’ Meeting ......................................................................................................................... 80

13.2. Management company, the Investment Committee and the Supervisory Board ...................................................... 82

14. Information about members of the Board of the Management Company, general manager, members of the Investment

Committee and member of the Supervisory Board of the Company .................................................................................. 84

14.1. The issuer's management bodies ...................................................................................................................... 84

15. Information about the Audit Committee of the company ........................................................................................... 90

15.1. Procedure of work of the audit committee ......................................................................................................... 91

15.2. Members of the Audit Committee ..................................................................................................................... 91

16. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets transferred and guarantees

granted to the Company’s bodies and company providing accounting services ....................................................................... 92

V. OTHER INFORMATION ................................................................................................................................................ 94

17. Agreements with intermediaries on public trading in securities .................................................................................. 94

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 59

18. Information on Issuer’s branches and representative offices ...................................................................................... 94

19. A description of the principal risks and uncertainties ................................................................................................. 94

19.1. General Risk Factors in the Business Field Where the Group Operates ................................................................... 94

19.2. Risk Factors Characteristic of the Group ............................................................................................................ 95

19.3. Risk Factors Related to the Company’s Shares (investments thereto) ................................................................... 96

19.4. The most Important risk factors during the reporting period ................................................................................ 97

19.5. The main indications about internal control and risk management systems related to the preparation of consolidated

financial statements ................................................................................................................................................ 97

19.6. Information on financial risk management objectives used for hedging measures which hedge accounting and of price

risk, credit risk, liquidity risk and cash flow risk where the company group uses financial instruments and is an important

evaluation of the property, own capital, liabilities, revenue and expenses. ..................................................................... 97

20. Issuer’s and its group companies’ non – financial results. Information related to social responsibility. environment, including

climate action, employees, anti-corruption, and anti-bribery issues, including bribery of foreign officials when concluding

international business transactions .............................................................................................................................. 97

20.1. Responsible business actions in the company ..................................................................................................... 97

20.2. Employees .................................................................................................................................................... 98

20.3. Environmental Protection and actions regarding climate change ........................................................................... 98

20.4. Information about activities of the issuer and companies comprising the issuer’s group in the field of research and

development .......................................................................................................................................................... 98

20.5. Fight against corruption and bribery ................................................................................................................. 98

20.6. Additional non - financial information, The disclosure of sustainability‐related information ....................................... 98

20.7. The effect of Russia's war against Ukraine and the imposed sanctions on the Issuer ............................................... 99

21. Information about agreements of the Company and its managing bodies, members of the formed committees, or the

employees’ agreements providing for compensation in case of the resignation or in case they are dismissed without a due reason

or their employment is terminated in view of the change of the control (official offering) of the Company. ........................... 99

22. Significant investments made during the reporting period ......................................................................................... 99

23. Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease

to be valid if there was a change in issuer‘s controlling shareholder, and their effect, unless, the nature of the arrangements and

their disclosure would cause serious harm to the issuer .................................................................................................. 99

24. Information about any control systems in the employee share plan that are not exercised directly by employees............. 99

25. Information on the related parties’ transactions ....................................................................................................... 99

26. Information on harmful transactions in which the issuer is a party ............................................................................. 99

27. References to and additional explanations of the data presented in the annual financial statements and consolidated financial

statements ............................................................................................................................................................... 99

28. Information on Audit Company .............................................................................................................................. 99

29. Data on the publicly disclosed information ............................................................................................................. 100

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT DETAILS............................................................ 103

APPENDIX 2. CORPORATE GOVERNANCE CODE ............................................................................................................... 104

APPENDIX 3. COMPANY'S MANAGEMENT REPORT ............................................................................................................ 120

APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS ........................................ 122

APPENDIX 5. REMUNERATION REPORT ........................................................................................................................... 126

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 60

I. GENERAL INFORMATION

1. Legal basis for preparation of the Annual Consolidated Report and content of information

The Annual Consolidated Report of the public joint-stock company Special closed-ended type real estate investment company „INVL

Baltic Real Estate“ (hereinafter – “the Company”, “Issuer” or “INVL Baltic Real Estate”) has been prepared by the Company in

accordance with the Lithuanian Law on Securities of the Republic of Lithuania, the Law on Companies of the Republic of Lithuania,

the Rules on the Disclosure of Information and the Guidelines on the Disclosure of Information approved by the Board of the Bank

of Lithuania. The content of the consolidated annual report is disclosed according to Law on Consolidated Financial Statements of

Enterprises of the Republic of Lithuania and Law on Corporate Financial Reporting of the Republic of Lithuania.

The Company informs that the information disclosed in this Annual Consolidated Report is divided into five (V) sections. These

sections disclose General information about the Issuer, information on Company's securities, the Management of the Company, the

Company's and the Group's activities and other information, that Company’s Management values as important to disclose. The

Company notes that the information presented in the Annual Report is relevant for understanding the Company's performance,

condition, and impact of operations.

2. Reporting period for which the report is prepared

The report covers the financial period of INVL Baltic Real Estate, starting from 1 January 2022 and ending on 31 December 2022.

The report also discloses information from the end of the reporting period to the release of the report.

3. General information about the Issuer and other companies comprising the Issuer‘s group

3.1. INFORMATION ABOUT THE ISSUER

Name

Special closed-ended type real estate investment company „INVL Baltic Real Estate“

Code

152105644

Registration address

Gynėjų str. 14, 01109, Vilnius, Lithuania

Telephone

+370 5 279 0601

Fax

+370 5 279 0530

E-mail

breinfo@invl.com

Website

www.invlbalticrealestate.lt

LEI code

529900GSTEOHKA0R1M59

Legal form

joint-stock company

Company type

special closed-ended type real estate investment company

Date and place of registration

28 January 1997; Register of Legal Entities

Date of the Supervisory authority

approval of collective investment

entity formation documents

22 December 2016

Company are accumulated and stored

Management company

INVL Asset Management, UAB, code 126263073, licence No. VĮK-005

Depository

SEB bankas, AB, code 112021238, bank licence No. 2

3.2. INFORMATION ON COMPANY’S GOALS AND STRATEGY

INVL Baltic Real Estate – real estate investment company that was founded on 28 January 1997, former name – Invaldos

Nekilnojamo Turto Fondas, AB. On 17 August 2015 the Company was merged with its parent company; therefore, the Company

took over all its rights and obligations. From 26 July 2021, the Company has a collegial supervisory body – the Supervisory Board-

(hereinafter – “the Supervisory Board”). The Company’s management bodies are not formed.

On 22 December 2016 the Bank of Lithuania issued the closed-ended type investment company operating license enabling INVL

Baltic Real Estate to engage in the closed-ended type investment company's activities under the Law of the Republic of Lithuania

Collective Investment Undertakings. The special closed-ended type real estate investment company will operate 30 years from

receiving the special closed-ended real estate investment company license, the term of Company's activity may be further extended

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 61

for a period of no longer than 20 years. Upon receipt of the license, the Company's management was transferred to the Management

company INVL Asset Management (hereinafter – “the Management Company”). The rights and duties of the Board and the head of

the Company were also transferred to the Management Company.

According to the Articles of Association of the Company, the Management Company formed an Investment Committee (hereinafter

– “Investment Committee”), which based on powers vested by the Management Company, also participates in the management of

the Company.

INVL Baltic Real Estate seeks to ensure the growth of rental income and earn from investments in commercial real estate. The

companies owned by INVL Baltic Real Estate have invested in commercial real estate: business centers and warehouse properties

at strategically attractive locations in Lithuania and Latvia. All the properties are characterized by high occupancy rates and generate

stable financial flows. In addition, most of them has further development potential.

INVL Baltic Real Estate shares have been listed on Nasdaq Vilnius Baltic Secondary trading list since 4 June 2014. The Company

has approved a Dividend Payment policy on 9 April 2019 which stipulates the annual payment of dividend per share of no less than

EUR 0.09. It is noted that in accordance with the provisions of the dividend payment policy, the Company may allocate both lower

and higher dividends per share than it is expected in the policy.

3.3. INFORMATION ABOUT THE ISSUER‘S GROUP OF COMPANIES

Companies of INVL Baltic Real Estate - the structure of the group companies is disclosed below – during the reporting period the

group owned real estate properties in Vilnius and Riga. The number of real estate properties managed by the Company increased

compared to the reporting period of 2021 due to completed purchase transactions - on 18 February 2022 the Company acquired

two garages and the part of the plot of the land that is also located at Vilniaus st. 37, Vilnius and on 1 June 2022 a purchase and

sale agreement was concluded by the Company regarding the acquisition of 100 percent of the shares of UAB RE 1, legal entity

code 302622705, which owned non-residential premises – a café – at the address Vilniaus Street 37 in Vilnius. Later, in 2022, UAB

RE 1 was reorganized into AB RE 1 and merged with the Company.

Fig. 3.3.1. Simplified group structure of INVL Baltic Real Estate as of 31 December 2022

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 62

3.3.1. Real estate objects owned by group companies of INVL Baltic Real Estate in Vilnius (Lithuania)

Fig. 3.3.2. Real estate objects owned by group companies of INVL Baltic Real Estate in Vilnius (Lithuania)

OFFICE BUILDING IN THE CENTRE OF VILNIUS, PALANGOS STR. 4/ VILNIAUS STR. 33

AREA 10,000 SQ.M.

Business centre is in one of the busiest places in the Old Town of

Vilnius, between Vilnius, Pamenkalnio, Islandijos and Palangos

streets.

Vilnius Old Town - one of the most important components of the city

and its centre, the oldest part of the city of Vilnius, situated on the

left bank of the Neris River. Old Town area - protected and managed

in accordance with the special heritage protection well, small business

and residential function are being supported. There is a closed,

guarded parking and underground garage in the area, convenient

public transport access.

In the business center operates more than 2,000 square meters

Talent Garden Vilnius cooperation space. In total, the space has more

than 230 workplaces, more than half of which are in private offices,

as well as a modern conference hall with 150 seats.

Radvilų Palace, Teacher's House, Lithuanian Technical Library, St.

Catherine's Church and other cultural attractions, cafes, restaurants

are located near the building.

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 63

Block A basic information

Total area

5,100 sq. m

Leased area

4,000 sq. m

Land area

0.49 ha (total area of the complex)

Property market value at the end

of 2022

EUR 9 million

Occupancy at the end of 2022

98 percent (total complex occupancy)

Block B basic information

Total area

4,900 sq. m

Leased area

2.900 sq. m

Land area

0,49 ha (total area of the complex)

Property market value at the end

of 2022

EUR 8.4 million

Occupancy at the end of 2022

98 percent (total complex occupancy)

Address

Palangos str. 4/ Vilniaus str. 33, Vilnius.

Main tenants

Talent Garden Vilnius, TransferGo,

Telia LT, Uncle Sam's.

Talent Garden Vilnius’ opened on 12th December 2019 and was established on a campus of more than 2,000 sq. m. on Vilniaus

Street (Vilniaus g. 33). The space is also host to the first Startup Museum in the country, a creation of Vilnius’s tourism and

development agency Go Vilnius. The campus features a total of over 230 workplaces, more than half of which are in private offices,

as well as a 150-seat modern conference hall.

More about the project: http://talentgardenvilnius.lt/

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 64

ŽYGIS BUSSINESS CENTRE

AREA 3,300 SQ.M.

Žygis business centre – the yellow brick, authentic

nineteenth century architecture, renovated office building,

perfectly adapted to modern office activities.

The building stands in the Northern Town – in a

strategically attractive, busy part of Vilnius, easily

accessible by car and public transport.

Other commercial and business centres, banks, the State

Tax Inspectorate, Social Insurance, Employment

Exchange, medical clinics and various business services

companies, attracting large flows of people, are located

nearby.

Also, even four large shopping centres – Domus Gallery,

Ogmios miestas, Hyper Rimi, Banginis-Senukai, are

located near the business centre. Distance to the centre

of Vilnius is about 3.5 km. 70 spots covered parking lot is

installed next to the building.

Basic information

Total area

3,300 sq. m

Leased area

2,900 sq. m

Land area

0.4 ha

Property market value at the end

of 2022

EUR 3.9 million

Occupancy at the end of 2022

100 percent

Address

Zygio str. 97A, Vilnius.

Main tenants

School “Žiniukas”, Innoforce, UAB

BUILDING IN THE CENTRE OF VILNIUS, VILNIAUS STR. 37

AREA 2,000 SQ.M.

The building is located in a prestigious part of Vilnius, in

Old Town. It is one of the most important components of

the city and its centre, located on the left bank of the Neris

river. The property is positioned near Gediminas Avenue,

which is considered the most prestigious street in Vilnius.

The building’s environment is dominated by older

buildings of city centre-specific architecture, with various

commercial premises, hotels, numerous cafes,

restaurants, and other attractions.

Currently, the café which is located in the building is

rented, however other premises of the building are not

rented and a reconstruction project is in the process of

being prepared for it. Once this project is implemented,

the building will be adapted to commercial and catering

activities.

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 65

Basic information

Total area

2,000 sq. m.

Leased area

250 sq. m.

Land area

0.16 ha

Property market value at the end

of 2022

5.1 mln. EUR

Address:

Vilniaus str. 37, Vilnius.

3.3.2. Real estate objects owned by group companies of INVL Baltic Real Estate in Riga (Latvia)

Fig. 3.3.3. Real estate objects owned by group companies of INVL Baltic Real Estate in Riga (Latvia)

DOMMO BUSINESS PARK WAREHOUSE AND OFFICE COMPLEX

AREA 12,800 SQ.M.

Dommo Business Park warehouse and office premises complex in Latvia.

The area is strategically well-located, to the right of Jelgava Road, in front

of the intersection with Jurmala - Tallinn bypass. Distance to the centre of

Riga and the airport is 13 km, the port - 16 km.

The area is suitable for the development of logistics centres.

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 66

Basic information

Total area and lease area

12,800 sq. m

Leased area

12,800 sq. m

Land area

54.80 ha

Property market value at the end

of 2022

EUR 10 million

Occupancy at the end of 2022

100 percent

Address

Stūnyši, Olaines region.

Main tenants

Bohnenkamp, Tente, Rewico Baltikum,

Inservis.

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

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II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS

4. Overview of the Issuer and its group activity

4.1. COMMENT MADE BY INVL ASSET MANAGEMENT REAL ESTATE FUND MANAGER VYTAUTAS BAKŠINSKAS

Last year has been extremely successful for the Company in achieving long-term operational results.

INVL Baltic Real Estate’s consolidated net operating income from its own properties in 2022

amounted to 2.03 million euros or 26 per cent more than in 2021 (1.6 million euros). INVL Baltic

Real Estate's consolidated income in 2022 comprised 3.4 million euros or 25 per cent more than in

2021 (2.7 million euros), the consolidated rental income from own property increased by 13 per

cent to 1.9 million euros.

Last year was the third year of operation of the co-working space Talent Garden Vilnius managed

by the company, which was extremely successful and again allowed to significantly improve the

Company's results. We are glad that Talent Garden Vilnius managed to maintain the maximum level

of occupancy of the space for the third year in a row and constantly improve financial results. Thanks

to the successful operation of Talent Garden Vilnius and other lease agreements signed in previous

periods, in 2022, the net rental income of premises on Palangos g. 4 / Vilniaus g. 33, compared to

2021, increased by 17 per cent and amounted to 1.3 million euros.

The group's net profit in 2022 reached 4.2 million euros, the value of assets under management increased by 6.8 million euros in

2022, and at the end of the year amounted to 36.4 million euros. The value of equity at the end of the year reached 23.54 million

euros. The equity value per share was 2.92 euros and increased by 21 per cent (after assessing the dividends paid in 2022) during

the year.

Last year, we made significant progress in the design of the reconstruction of the buildings located at the capital’s intersection of

Palangos and Vilniaus streets. At the beginning of last year, we presented to the public the reconstruction design proposals of the

project, which were later approved by the Vilnius City Municipality issuing the design conditions for the reconstruction of the

buildings. Currently, together with Viltekta design company, we are preparing a technical project for the reconstruction of buildings.

We expect that following reconstruction, the surface area of the complex should increase by approximately 3,600 sq. m.

Last year, it was possible to achieve essential goals in the development of the premises on Vilniaus g. 37 – the building survey was

completed and the valuable properties of the building were specified, which allowed the preparation of the management works

project and the planning of the building management works, the permit for the performance of which was received in February

2023. We plan to start management work on the building in April 2023. After the completion of the design, reconstruction and

management works of the building, the Company will offer to the market about 2,200 sq. m. of leased area on the second and third

floors of the highest class office building and catering facilities on the ground floor.

In 2022, the premises managed by INVL Baltic Real Estate were characterised by a high occupancy rate and improving operating

results. We are glad that our customers continue to remain loyal and trust INVL Baltic Real Estate as a reliable and long-term

partner. In the coming years, we will continue to meet the expectations of our customers and increase the value for investors.

4.2. OPERATIONAL ENVIRONMENT

The commercial real estate market welcomed 2022 with relatively positive expectations, which were encouraged by the increasing

occupancy of business centres and logistics centres, buyers returning to stores and price trends favourable to lessors. When it

seemed that the balance could be established in the market, the war and rapid inflation disturbed the future plans. Rising borrowing

costs will undoubtedly have a significant impact on returns from leveraged commercial property. The development of new

commercial real property objects is limited by increased construction costs, which will ultimately be passed on to tenants, as well

as the threat of recession, which can curtail the formation of new demand. On the other hand, there need for new projects is real

– vacancy in business and logistics centres is decreasing, and the condition of old buildings and insufficient energy efficiency in the

environment of increasing prices of these resources further highlights the gap between new facilities and those built decades ago.

The storage segment remained attractive in the first half of 2022 in all three regions of major Lithuanian cities, while the perspectives

of business centres differed. In Vilnius, the environment for development in terms of demand is quite favourable, in Kaunas – it

becomes somewhat unnecessary, and in Klaipėda – potential, but risky.

In 2022, the supply of business centres in Vilnius increased to over 100,000 sq.m. of leased area. The same amount is under

construction and will enter the market in 2023 or early 2024. Twice the amount is in the early stages of development. The territory

of the Central Business District (CBD) both in the northern part of Žvėrynas and north of Konstitucijos Avenue is currently attracting

a lot of attention. Business centres and residential complexes are planned to be developed in the strip of Krokuvos and Lvivo streets.

This development can change the image of this part of the city: increase its multifunctionality, add more greenery and life not only

during the day but also during the evening.

Although the forms of corporate work organisation (in-offices\ or remotely) are likely to remain much more diverse than they were

before the pandemic, it is clear that business centre parking lots are filling up, as are public transport stops. Employees are returning

to offices, and unless something drastic happens in the management of the pandemic, this process will continue and the demand

for office space will increase. The vacancy rate of business centres decreased during half a year. Class A business centre vacancy

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 68

shrank from 3.5% to 3 %, B1 – from 10% to 6%, B2 – from 11% to 6%. Single-digit vacancy rates create an attractive environment

for the development of new business centres. Equally important is the fact that development of business centres is not limited to

the CBD alone. Its urban geography is quite extensive: Žirmūnai, Naujamiestis, Viršuliškės, Vilkpėdė, Naujininkai, Lazdynai and

Pašilaičiai. A significant number of these neighbourhoods were characterised by the dominance of the residential function. Their

attractiveness was less prominent, compared to the territories of Vilnius, where new housing and commercial real property projects

are being developed. The increasing multifunctionality of residential districts has many advantages. As the number of employees in

the service sector grows, it becomes possible to choose housing closer to the workplace, reduce traffic jams on the streets and save

time. These factors that increase urban sustainability are no less important than the energy efficiency of buildings.

The inflation that started in 2021 and accelerated in 2022, the supply of new projects and the decrease in the choice of vacant

premises contributed to the increase in rental prices. The price of class A office premises was 15-18 EUR/sq m in the middle of the

year, class B1 – 12-15 EUR/sq m, class B2 – 8-11 EUR/sq m.

In Kaunas, the slowed down development of business centres and the passing effects of the pandemic are reducing the vacancy of

premises. In half a year, it decreased from approximately 9% in class A Kaunas business centres to 5%, in class B1 – from 8% to

4%. The vacancy rate for class B2 premises increased from 4% to 6%. This allows us to make assumptions about favourable

conditions for the development of new projects. The occupancy of new business centres should be shaped not only by the general

trend, but also by the rising prices of energy resources, which will continue to highlight the differences between old and new

construction buildings. The nominal rental prices of business centres in Kaunas did not change significantly. In class A centres,

premises can be rented for 12-14.5 EUR/sq m , in class B1 premises – for 9-11 EUR/sq m. The B2 segment is characterised by the

lowest prices, thus, against the background of significant inflation, the lower price ceiling has increased somewhat, and the rental

price of premises now reaches 7-9 EUR/sq m. As the impact of the pandemic continues to decrease and businesses refine their

forms of activity, little by little, the lack of premises is starting to become apparent, which, together with inflation, can gradually

increase rental prices in all segments.

The situation in the Klaipėda business centre market is similar to the housing segment of this port city. Intensive development is in

the plans, and in 2022, only one new business centre was opened, where companies providing medical services are located.

On the other hand, the decreasing amount of vacant premises is at least somewhat encouraging. At the end of 2020, over 12,000

sq m of premises were available to tenants, in the middle of 2021 – approx. 10,500 sq m, in the middle of 2022 – approx. 9,000

sq m. It is true that the relatively small number of offices leads to extremely uneven vacancy in different classes of business centres.

Class A business centres have the highest vacancy rate – about 25% (has not changed in half a year), while vacant class B premises

are decreasing. In the middle of the year, the vacancy of B1 premises decreased to 2% (six months ago – 3%), and in B2 premises

– up to 4% (six months ago – 6.5%). Small changes in development and employment also freeze rental prices. Class A premises

can currently still be rented for 9-12 EUR/sq m, rental prices of B1 class premises amount to 7-11 EUR/sq m, and in the B2 segment

– to 5-7 EUR/sq m. This price level is attractive to tenants only at first glance, because increased development costs and existing

rental prices limit the pursuit of operational profitability and keep delaying the development of new projects. Developers are being

forced to take more risks in order to find out whether rental prices are being held back by supply that is unacceptable to tenants,

or whether there is simply no demand for new projects after all.

In Riga, the demand for logistics and storage facilities remains stable. Due to relatively few new completed construction projects,

the vacancy rate in 2022 remains around the 1 per cent level. Rental prices range between 4.2 and 5.2 EUR/sq m.

Sources:

https://www.inreal.lt/file/2/3/4/3/Ekonomikos-ir-NT-rinkos-apzvalga-2022-I-pusmetis_INREAL-Siauliu-bankas-

COBALT_Citynow_2022-08-29_atnaujinta2022-10-04.pdf

4.3. RESULTS OF INVL BALTIC REAL ESTATE

EUR million

Group

Company

01.01.2020 –

31.12.2020

01.01.2021 –

31.12.2021

01.01.2022 –

31.12.2022

01.01.2020 –

31.12.2020

01.01.2021 –

31.12.2021

01.01.2022 –

31.12.2022

Income (revenue)

3.90

2.73

3.41

2.77

1.51

1.68

rental income from owned

premises

2.83

1.69

1.92

2.58

1.50

1.66

other revenue

1.07

1.04

1.49

0.19

0.01

0,02

Investment property

revaluation**

4.96

2.85

3.98

5.00

2.40

3.16

Net operating income from

owned properties*

2.20

1.61

2.03

Profit before tax**

5.39

3.39

4.25

5.52

3.40

4.22

Net profit**

5.42

3.40

4.22

5.52

3.40

4.22

Earnings per share**

EUR 0.41

EUR 0.37

EUR 0.52

EUR 0.42

EUR 0.37

EUR 0.52

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 69

*The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation

formulas. All the information is disclosed in the Company‘s web site section „For Investors“ → „Financial information and reports“. The link is provided

https://bre.invl.com/en/for-investors/financial-information-and-reports/. Also, for the convenience of investors, the Company provides AVR in Annex

4 to the Annual Report.

** Financial results of 2020 have influenced by sale transaction of Business Centre Vilniaus Vartai completed on 30-09-2020.

The consolidated income (revenue) of INVL Baltic Real Estate in 2022 amounted to EUR 3.4 million or 25 percent more than in 2021

(EUR 2.7 million), while consolidated rental income from own property increased by 13 percent to EUR 1.9 million.

4.4. FINANCIAL RATIOS*

EUR million

Group

Company

2020**

2021

2022

2020**

2021

2022

Return on Equity (ROE), %

14.86

13.83

19.27

15.15

13.83

19.27

Return on Assets (ROA), %

9.23

9.07

11.73

9.59

9.10

11.79

Debt ratio

0.31

0.39

0.40

0.31

0.38

0.39

Debt – Equity ratio

0.45

0.63

0.66

0.45

0.62

0.65

Gearing ratio

(0.29)

0.26

0.33

(0.03)

0.28

0.35

Liquidity ratio

12.23

0.79

0.95

12.32

0.56

0.43

Pre-tax profit margin, %

138.20

124.08

124.41

199.06

225.25

251.13

Normalized operating profit, thousand EUR

1,323

969

1,313

1,091

559

745

Normalized operating profit margin, %

33.91

35.45

38.48

39.37

37.03

44.29

Borrowings to value of investment properties, %

39.3

30.9

35.2

Interest coverage ratio

2.87

3.73

3.63

Bank’s debt service coverage ratio

0.08

1.61

2.26

Net profit margin, %

138.84

124.37

123.80

199.06

225.25

251.13

Earnings per share (EPS), EUR

0.41

0.37

0.52

0.42

0.37

0.52

Price to earnings ratio (P/E)

5.27

6.30

4.12

5.14

6.30

4.12

*The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation

formulas. All the information is disclosed in the Company‘s web site section „For Investors“ → „Financial information and reports“. The link is provided

https://bre.invl.com/en/for-investors/financial-information-and-reports/. Also, for the convenience of investors, the Company provides AVR in Annex

4 to the Consolidated Annual Report.

** The financial results of 2020 have influenced by the sale transaction of Business Centre Vilniaus Vartai completed on 30-09-2020.

4.5. KEY FIGURES OF INVL BALTIC REAL ESTATE

EUR million

Group

Company

31.12.2020

31.12.2021

31.12.2022

31.12.2020

31.12.2021

31.12.2022

Managed common area

26,000 sq. m

27,700 sq. m

28,100 sq. m

13,200 sq. m

14,900 sq. m

15,300 sq. m

Managed rental area

22,600 sq. m

24,200 sq. m

22,850 sq. m

9,800 sq. m

11,400 sq. m

10,050 sq. m

The real estate value

24.13

29.62

36.43

15.77

20.80

26.44

Investments into subsidiaries

(including loans granted to

subsidiaries)

9.03

9.80

11.18

Cash

16.03

1.90

1.28

10.39

1.21

0.32

Other assets

1.78

1.51

1.31

6.71*

1.01

0.88

Assets

41.94

33.03

39.02

41.90

32.82

38.82

Equity

28.87

20.29

23.54

28.87

20.29

23.54

Borrowings from credit institutions

9.49

9.14

12.82

9.49

9.14

12.82

Other payables

3.58

3.6

2.66

3.54

3.39

2.46

Total equity and liabilities

41.94

33.03

39.02

41.90

32.82

38.82

Total equity for one share

EUR 2.21

EUR 2.52

EUR 2.92

* In 2020, the Company granted EUR 5 mil. loan to a its‘ subsidiary to avoid negative interest on bank balances. The loan in shown in Other assets.

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 70

4.6. NET ASSET VALUE OF INVL BALTIC REAL ESTATE

The Net Asset Value (hereinafter - “NAV”) is calculated by deducting liabilities from the Company's assets, including Management

Fee Liabilities and Success Fee Liabilities. This amount is used to calculate the value of the Company's share, which is equal to the

Company's NAV divided by the number of shares issued and paid by the Company. The number of shares issued and paid does not

include:

1.1. The shares acquired by the Company.

1.2. The Company's shares, which the Company acquires based on the submitted but not executed order, in connection with the

redemption of shares, in respect of which a liability to purchase these shares has been recognized in the Company's financial

statements in accordance with IAS requirements.

The value of a share is determined to four decimal places and rounded according to mathematical rules.

The Company's NAV is calculated and published on a quarterly basis, with the exceptions provided for in the Company's Articles of

Association.

Information about the Company's net asset value is updated every quarter: data for the first and third quarters are provided within

a month of the end of the period, while half-year data is provided within two months and full-year data within four months of the

end of the period.

Date

Net asset value per

share, EUR

Net asset

value, EUR

Recalculated net asset

value per share, EUR*

Allocated dividends

per share, EUR*

30 11 2016**

0.4203

27,633,382

2.1014

31 12 2016

0.4726

31,072,202

2.3629

31 03 2017

0.4781

31,431,866

2.3903

30 06 2017

0.4838

31,811,344

2.4191

0.06

30 09 2017

0.4924

32,374,388

2.4619

31 12 2017

0.5150

33,860,074

2.5749

31 03 2018

2.4984

32,853,366

2.4984

0.13

30 06 2018

2.5900

34,058,027

2.5900

30 09 2018

2.6147

34,382,903

2.6147

31 12 2018

2.6859

35,319,397

2.6859

31 03 2019

2.7033

35,548,100

2.7033

30 06 2019

2.6850

35,307,971

2.6850

0.13

30 09 2019

2.7185

35,748,715

2.7185

31 12 2019

3.3479

44,024,833

3.3479

31 03 2020

3.3786

44,428,162

3.3786

30 04 2020***

1.8526

24,361,588

1.8526

1.55

30 06 2020

1.8678

24,561,436

1.8678

30 09 2020****

2.2270

23,602,043

2.2270

30 11 2020*****!

2.2103 (reviewed

2.2043)

28,843,807

(reviewed

28,765,348)

2.2103 (reviewed 2.2043)

31 12 2020!

2.2124 (reviewed

2.2095)

28,870,287

(reviewed

28,832,682)

2.2124 (reviewed 2.2095)

31 03 2021

2.2295

17,972,963

2.2295

30 06 2021

2.1874

17,633,254

2.1874

0.12

30 09 2021

2.2362

18,027,324

2.2362

31 12 2021

2.5164

20,285,578

2.5164

31 03 2022

2.5229

20,337,844

2.5229

30 06 2022

2.6294

21,196,770

2.6294

0,12

30 09 2022

2.6565

21,415,199

2.6565

31 12 2022

2.9203

23,542,037

2.9203

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

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* Net asset value per share and allocated dividends are recalculated considering the changed nominal value per share (EUR 1.45).

** Initial net asset value per share: EUR 2.1014, revaluated by the nominal value per share being EUR 1.45.

*** Considering resolution of the General Shareholders Meeting of the Company that was held on 9 April 2020 on repurchase of own shares of the

Company due to material changes in the incorporation documents of the Company, the net asset value as of 30 April 2020 is announced. According

to the published net asset value, the shares of the Company were repurchased from the shareholders of the Company who did not vote at the Meeting

regarding material changes in the incorporation documents of the Company and express their wish to do so.

**** If the Company's net asset value on 30 September 2020 were calculated using the redeemable share liability calculated on the basis of the

number of shares actually redeemed and not on the total number of redemption shares submitted, the net asset value would be EUR 28,143,520 or

EUR 2.1567 per share.

***** According to the 23 December 2020 Company’s announcement of the convocation of the General Extraordinary Shareholders Meeting, which

was hold on 14 January 2021, if the shareholders of the Company make the decisions provided in the agenda of the Meeting, the process of buy-back

of shares of Company due to material changes in the incorporation documents of the Company should take place. Therefore, the Company announced

the Company's 30 November 2020 net asset value, according to which, the shares of the Company are repurchased from the shareholders of the

Company who wish so and who did not vote at the Meeting regarding the material changes in the incorporation documents of the Company.

! The Company’s Management Company performing the usual operational control measures, determined that in determining the value of the Company’s

net assets of 30 November 2020 and 31 December 2020, the error occurred. Accordingly, the adjusted values of the Company’s net assets are

presented: (i) the Company’s net asset value as of 30 November 2020 was EUR 28,765,348, or EUR 2.2043 per share. The difference from the

previously announced net asset value is 0.27 percent.(ii) the Company’s net asset value as of 31 December 2020 was EUR 28,832,682, or EUR 2.2095

per share. The difference from the previously announced net asset value is 0.13 percent. This discrepancy in the value of the Company’s net assets

did not have any negative consequences for the Company’s shareholders. The Company’s share buy-back, which ran from 25 January 2021 to 25

March 2021 (inclusive), was carried out based on a net asset value of 30 November 2020, that value was 0.27 percent higher than the above revised

net asset value of 30 November 2020. The difference between the incorrect and the net asset value applied during the share buy-back process will be

compensated by the Management Company.

4.7. SIGNIFICANT ISSUER’S AND ITS GROUP EVENTS DURING THE REPORTING PERIOD, EFFECT ON THE

FINANCIAL STATEMENT

4.7.1. Significant Issuer’s events

INVESTMENT ACTIVITY

• In 2022, the Company continued the acquisition of real estate objects, which are located at Vilniaus st. 37, Vilnius. On 18

February 2022 a real estate sale and purchase agreement was concluded on the purchase of two garages with part of the

land plot at Vilniaus Street 37 in Vilnius. The Company acquired the real estate from private individuals for a total price of

EUR 425,000. On 1 June 2022 a purchase and sale agreement was concluded regarding the acquisition of 100 percent of the

shares of UAB RE 1, legal entity code 302622705, which owned non-residential premises – a café – at the address Vilniaus

Street 37 in Vilnius. The shares of UAB RE 1 was sold to the Company for a total price of EUR 2,216,151.00. Later, in 2022,

UAB RE 1 was reorganized into AB RE 1 and merged with the Company.

• On 4 July 2022 Company‘s subsidiary Dommo Grupa has completed the sale transaction of a 3.4 hectare plot of land, which

is located in the 58-hectare logistics and industrial park "Dommo Logistics and Industrial Park" near Riga. The value of the

transaction was 0.4 million euros.

MANAGEMENT OF THE COMPANY

• On 23 August 2022 the Company's Extraordinary General Meeting of Shareholders approved the Company's participation in

the reorganization, during which the Company's subsidiary AB RE 1 would be merged with the Company. In September 2022

the terms of reorganization of the Company were prepared and announced publicly in accordance with the procedure

established by legal acts. On 9 December 2022 the Company's extraordinary general shareholders approved the terms of the

Company's reorganization and the new version of the Company's Articles of Association, which on 19 December 2022 were

registered in the Register of Legal Entities, while AB RE 1 was deregistered from the Register of Legal Entities.

• On 9 December 2022, the Extraordinary General Meeting of Shareholders of the Company elected Mantas Gofmanas to the

members of the Supervisory Board, he replaced the resigned Supervisory Board member Audrius Matikiūnas.

INFORMATION RELATED TO THE ALLOCATION AND DISTRIBUTION OF DIVIDENDS

• The General Shareholders' Meeting of INVL Baltic Real Estate, held on 12 April 2022, decided to allocate a dividend of EUR

0.12 per share for the year 2021. Dividends were paid to the shareholders who on 27 April 2022 were shareholders of the

Company. The dividends were allocated from 12 May 2022.

OTHER SIGNIFICANT EVENTS

• On 14 January 2022 the Company received the notifications of the Company’s managers and shareholders on the acquisition

and disposal of voting rights. Respectively, the structure of shareholders holding or controlling more than 5% of the

Company’s share capital and/or voting rights has changed.

• On 19 May 2022 the Company has signed an agreement with AB Šiaulių bankas to increase the credit limit up to EUR 14.5

million.

• Based on the resolutions of the Extraordinary General Shareholders’ Meeting of the Company that was held on 9 December

2022, on 13 December 2022 the Company signed the amendment of the Depository Services Agreement with AB SEB bankas.

The Company publishes all publicly available information on the Nasdaq Vilnius website (link), on the Central Regulatory Information

Base (link), as well as on the Company's website (For investors → Regulated information). Link: https://bre.invl.com/en/news/).

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 72

4.7.2. Significant group’s events

No significant another group events than are indicated above by the Issuer, were recorded during the reporting period. The Group

companies carried on their normal activities.

5. Significant events of the Issuer and its group since the end of the financial year

• On 9 January 2023 the Company received a notification from the Bank of Lithuania informing that the Company was allowed

to change the Articles of Association of the Company. The Articles of Association of the Company were amended because of

the reorganisation process of the Company.

• On 10 January 2023 the Company received a notification from the Bank of Lithuania approving the candidature of the member

of the Supervisory Board of the Company. On 9 December 2022, the Extraordinary General Meeting of Shareholders of the

Company elected Mantas Gofmanas to the members of the Supervisory Board, he replaced the resigned Supervisory Board

member Audrius Matikiūnas.

The Company publishes all publicly available information on the Nasdaq Vilnius website (link), on the Central Regulatory Information

Base (link), as well as on the Company's website (For investors → Regulated information). Link: https://bre.invl.com/en/news/ ).

6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts

6.1. Evaluation of implementation of goals for 2022

In 2022, INVL Baltic Real Estate succeeded in achieving its key goals - the successful restructuring of assets under management,

which allowed to achieve extremely successful results and earn significant returns for the Company's shareholders.

6.2. Activity plans and forecasts

INVL Baltic Real Estate will continue to earn from investments in commercial real estate, ensuring the growth of rental income and

cost optimisation. Features of the managed assets of INVL Baltic Real Estate make it reasonable to expect continuous growth in the

value of assets.

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 73

III. INFORMATION ABOUT SECURITIES

8. The order of amendment of Issuer’s Articles of Association

According to the Articles of Association of the Company, the Articles of Association of INVL Baltic Real Estate may be amended by

the decision of the General Shareholders’ Meeting, passed by more than 3/4 of votes (except in cases stated in the Law on

Companies of the Republic of Lithuania and in cases stated in Company’s Articles of Association).

During the reporting period, Company’s Articles of Association were amended once:

• On 9 January 2023, the Company received permission from the Bank of Lithuania to change the Articles of Association of the

Company. On 19 December 2022, a new wording of the Articles of Association of Company was registered in the Register of

Legal Entities. The new wording of the Articles of Association was approved on 9 December 2022 during the General

Shareholders’ Meeting. The Articles of Association of the Company were amended because of the reorganisation of the

Company.

Currently actual wording of the Articles of Association of INVL Baltic Real Estate is dated as of 19 December 2022. The Articles of

Association is available on the Company’s website (Section in the website For investors → Legal documents. Link:

https://bre.invl.com/en/for-investors/legal-documents/)

9. Structure of the authorized capital

9.1. SHARE CAPITAL CHANGES

Table 9.1.1. Structure of INVL Baltic Real Estate authorized capital as of 31 December 2022.

Type of shares

Number of shares and total

voting rights granted by

the issued shares, units

Nominal

value, EUR

Total nominal Value

and authorised

capital, EUR

Portion of the authorised capital, %

Ordinary registered

8,061,414

1.45

11,689,050.30

100

All shares are fully paid-up, and no restrictions apply on their transfer.

9.2. INFORMATION ABOUT THE ISSUER’S TREASURY SHARES

9.2.1. Share redemption

9.2.2. Purchase of own shares

The General Shareholders’ Meeting of the Company that was held on 29 April 2021 made decision to purchase its own shares. 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 – the last announced net asset value per share, the minimal one share acquisition price – EUR 1.45.

The General Shareholders’ Meeting of the Company that was held on 12 April 2022 made decision to purchase its own shares. 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 – the last announced net asset value per share, the minimal one share acquisition price – EUR 1.45.

Company not initiated acquisition of own shares in 2022.

10. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial

investment to the Issuer on a regulated market

Table 10.1. Main characteristics of INVL Baltic Real Estate shares admitted to trading

Shares issued, units

8,061,414

Shares with voting rights, units

8,061,414

Number of votes for the quorum of the General

Shareholders’ Meeting, units

8,061,414

Nominal value, EUR

1.45

Total nominal value, EUR

11,689,050,30

ISIN code

LT0000127151

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

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LEI code

529900GSTEOHKA0R1M59

Ticker

INR1L

Exchange

Nasdaq Vilnius

List

Baltic Secondary list

Listing date

04.06.2014

Included into indexes

OMX VILNIUS INDEX (VILSE)

STOXX Global Total Market Price Index (TW1P)

STOXX All Europe Total Market Price Index (TE1P)

OMX Baltic Benchmark Gross Index (OMXBBGI)

STOXX EU Enlarged TMI (Price) EUR (EUETMP)

OMX Baltic Benchmark Price Index (OMXBBPI)

OMX Baltic Benchmark Capped Price Index (OMXBBCPP)

OMX Baltic All Share Gross Index (OMXBGI)

OMX Baltic All Share Price Index (OMXBPI)

OMX Baltic Real Estate PI (B8600PI)

OMX Baltic Real Estate GI (B8600GI)

OMX Baltic Benchmark Capped Gross Index (OMXBBCPG)

Company has signed a market-making agreement with Šiaulių bankas, AB on 1 March 2016.

Table 10.2. Trading in the Company’s shares on Nasdaq Vilnius*

Reporting period

Price, EUR

Turnover, EUR

Last trading

date

Total turnover

high

low

last

high

low

last

units

EUR

2018 1st Q

2.42

0.476

2.26

41,834.75

2.36

41,834.75

03.29.2018

108,793

228,569.82

2018 2nd Q

2.36

2.12

2.30

49,996.02

61.02

2,001.14

06.29.2018

94,034

213,477.10

2018 3rd Q

2.56

2.28

2.48

31,417.80

111.56

999.44

28.09.2018

60,284

144,223.46

2018 4th Q

2.52

2.32

2.42

12,226.06

59.52

433.18

28.12.2018

32,269

77,646.76

2019 1st Q

2.54

2.10

2.50

26,646.30

2.52

1,604.00

2019.03.29

58,518

143,881.60

2019 2nd Q

2.54

2.40

2.44

12,057.50

1,185.84

2019.06.28

38,723

95,869.40

2019 3rd Q

2.58

2.42

2.58

84,949.22

9.84

278.64

2019.09.30

50,954

129,517.18

2019 4th Q

3.20

2.46

3.00

39,175.68

33.28

3,536.76

2019.12.30

45,810

118,648.98

2020 1st Q

3.88

2.80

3.34

22,598.62

11,780.96

31.03.2020

52,930

167,651.88

2020 2nd Q

3.84

1.89

1.90

35,325.84

478

1,263.46

30.06.2020

186,197

469,201.83

2020 3rd Q

2.14

1.82

2.08

32,519.47

27.9

11,526.96

30.09.2020

80,497

152,693.78

2020 4th Q

2.20

1.88

2.16

17,695.54

41.48

15,268.92

30.12.2020

150,755

302,313.21

2021 1st Q

2.32

2.18

2.24

308,35.24

100.7

657.98

31.03.2021

80,538

264,296.22

2021 2nd Q

2.47

2.22

2.34

28,996.17

23.4

386.8

30.06.2021

154,950

270,999.82

2021 3rd Q

2.42

2.24

2.31

13,509.77

2.31

30.09.2021

48,870

113,758.93

2021 4th Q

2.35

2.25

2.33

12,083.66

2.29

3,476.06

30.12.2021

25,208

57,815.25

2022 1st Q

2.35

1.63

2.31

9,345.03

2.27

2.31

31.03.2022

46,043

103,435.83

2022 2nd Q

2.38

2.10

2.16

11,676.14

18.24

2,242.08

30.06.2022

5,411

88,619.18

2022 3rd Q

2.22

1.98

2.10

5,185.96

4.2

30.09.2022

2,481

42,517.04

2022 4th Q

2.22

2.00

2.14

13,243.44

2.08

455.54

30.12.2022

6,294

60,687.76

* Taking in account the change in the nominal value per share to EUR 1.45, after the Articles of the Association was registered on 15th January 2018.

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Table 10.3. Trading in INVL Baltic Real Estate shares 2018 – 2022

2018*

2019

2020

2021

2022

Share price, EUR:

open

0.475

2.42

3.00

2.22

2.33

high

2.56

3.20

3.88

2.45

2.38

low

0.48

2.10

1.82

2.2

1.63

medium

2.25

2.51

2.32

2.28

2.20

last

2.42

3.00

2.16

2.33

2.14

Turnover, units

295,380

194,005

470,379

309,566

134,196

Turnover, EUR

663,917.14

487,917.16

1,091,860.70

706,870.22

295,269.81

Traded volume, units

612

396

2,691

2,451

1,971

* Taking in account the change in the nominal value per share to EUR 1.45, after the Articles of the Association was registered on 15th January 2018

Table 10.4. Capitalisation 2018 - 2022

Last trading date

Number of shares having

voting rights, units

Last price, EUR

Capitalisation, EUR

31.03.2018*

13,150,000

2.26

29,719,000

30.06.2018

13,150,000

2.30

30,245,000

29.09.2018

13,150,000

2.48

32,612,000

29.12.2018

13,150,000

2.42

31,823,000

29.03.2019

13,150,000

2.50

32,875,000

28.06.2019

13,150,000

2.44

32,086,000

30.09.2019

13,150,000

2.58

33,927,000

30.12.2019

13,150,000

3.00

39,450,000

31.03.2020

13,150,000

3.34

43,921,000

30.06.2020

13,150,000

1.90

24,985,000

30.09.2020

13,150,000

2.08

27,352,000

30.12.2020

13,049,569

2.16

28,187,069

31.03.2021

8,061,414

2.24

18,057,567.36

30.06.2021

8,061,414

2.34

18,863,708.76

30.09.2021

8,061,414

2.31

18,621,866.34

30.12.2021

8,061,414

2.33

18,783,094.62

31.03.2022

8,061,414

2.31

18,621,866.3

30.06.2022

8,061,414

2.16

17,412,654.2

30.09.2022

8,061,414

2.10

16,928,969.4

30.12.2022

8,061,414

2.14

17,251,426

* The Articles of the Association was registered on 15th January 2018, after the nominal value per share was changed to EUR 1.45

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 76

Fig. 10.1. INVL Baltic Real Estate change of share price and indexes

(resource: Nasdaq Baltic, Baltic market indexes)

Fig. 10.2. Change of share price of INVL Baltic Real Estate and turnover

The OMX Baltic Benchmark index (OMXBB – PI, GI, CAP) tracks the largest and most traded shares from all the industry sectors represented on the Nasdaq Baltic Market. The

OMX Baltic Real Estate GI index is available at the Baltic level. Based on the FTSE Group’s Industry Classification Benchmark (ICB), each shows the trend in a specific industry

and enables the comparison of companies in that industry. Indexes for each ICB industry and super sector are calculated in euros for the stocks on the Main and Secondary lists

of the Nasdaq Baltic exchanges. is based on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE).

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11. Shareholders

11.1. INFORMATION ABOUT COMPANY‘S SHAREHOLDERS

The total number of shareholders in INVL Baltic Real Estate was 4,031 on 31 December 2022. There are no shareholders entitled

to special rights of control.

Table 11.1.1. Shareholders who held title to more than 5% of INVL Baltic Real Estate authorised capital and/or votes as of 31

December 2022.

Name of the shareholder

or Company

Number of shares

held by the right

of ownership,

units

Share of the

authorised capital

held and share of

votes given by the

shares held by the

right of ownership,

Indirectly held votes,

Total votes, %

LJB property, UAB,

code 300822529

1,251,695

15.53

Alvydas Banys

663,640

8.23

15.53

23.76

Irena Ona Mišeikienė

1,308,596

16.23

INVL Life, UAB,

code 305859887

1,889,123

23.43

Invalda INVL, AB,

code 121304349,

23.43

Ilona Šulnienė

664,710

8.25

11.1.2. Fig. Votes as of 31 December 2022

According to section 1 of article 16 of the Law on Securities of the Republic of Lithuania, Alvydas Banys is considered to hold the voting rights of the controlled company UAB

LJB property.

100% of shares of INVL Life, UAB are hold by Invalda INVL, AB, code 121304349.

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11.2. RIGHTS AND OBLIGATIONS CARRIED BY THE SHARES

11.2.1. Rights of the shareholders

The Company’s shareholders have the following property and non-property rights:

1. to receive a part of the Company's profit (dividend).

2. to receive the Company’s funds when the authorised capital of the Company is reduced with a view to paying out the Company’s

funds to the shareholders.

3. to receive a part of assets of the Company in liquidation.

4. to receive shares without payment if the authorised capital is increased out of the Company funds, except in cases provided by

the laws of the Republic of Lithuania.

5. to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in cases when the

General Shareholders’ Meeting in the manner prescribed in the Law on Companies of the Republic of Lithuania decides to

withdraw the pre-emption right in acquiring the Company’s newly issued shares or convertible debentures for all the

shareholders.

6. to lend to the Company in the manner prescribed by law; however, when borrowing from its shareholders, the Company may

not pledge its assets to the shareholders. When the Company borrows from a shareholder, the interest may not be higher than

the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business,

which was in effect on the day of conclusion of the loan agreement. In such a case the Company and shareholders shall be

prohibited from negotiating a higher interest rate.

7. other property rights provided by laws.

8. to attend the General Shareholders’ Meetings.

9. to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of

Shareholders.

10. to vote at the General Shareholders’ Meetings according to voting rights carried by their shares.

11. to receive information on the Company specified in the Law on Companies of the Republic of Lithuania.

12. to appeal to the court for reparation of damage resulting from nonfeasance or malfeasance by the Company’s manager and the

Board members of their obligations prescribed by the Law on Companies of Republic of Lithuania and other laws of the Republic

of Lithuania and the Company’s Articles of Association as well as in other cases laid down by laws.

13. to receive information on a public company whose shares are admitted to trading on a regulated market as specified in the Law

on Companies of Financial Instruments Markets in the Republic of Lithuania.

14. other non-property rights established by laws and the Company’s Articles of Association.

11.2.2. Obligations of the shareholders

The shareholders have no property obligations to the Company, except for the obligation to pay up, in the established manner, all

the shares subscribed for at their issue price.

If the General Shareholders’ Meeting takes a decision to cover the losses of the Company from additional contributions made by

the shareholders, the shareholders who voted "for" shall be obligated to pay the contributions. The shareholders who did not attend

the General Shareholders’ Meeting or voted against such a resolution shall have the right to refrain from paying additional

contributions.

The person who acquired all shares or part of shares in the company from the company’s sole shareholder must notify the company

of the acquisition or transfer of shares within 5 days from the conclusion of the transaction. The notice shall indicate the number of

acquired or transferred shares, including share number per class, when the different share class is acquired, the nominal share

price and the particulars of the person who acquired or transferred the shares (the natural person's full name, personal number,

personal code, and address; the name, legal form it has taken, registration number, address of the registered office of the legal

person.). A document confirming the acquisition of the shares, or an acquisition extract must be added to the notice. If an acquisition

extract is provided, it must include the parties to the transaction, the subject of the transaction and the date of acquisition of the

shares.

Contracts between the Company and holder of all its share shall be executed in a simple written form unless the Civil Code prescribes

the mandatory notarised form.

A shareholder shall repay the Company any dividend paid out in violation of the mandatory norms of the Law on Companies, if the

Company proves that the shareholder knew or should have known thereof.

Each shareholder shall be entitled to authorise a natural or legal person to represent him when maintaining contacts with the

Company and other persons.

12. Dividends

The General Shareholders’ Meeting decides upon dividend payment and sets the amount of dividends. The Company pays out the

dividends within 1 month after the day of adoption of the resolution on profit distribution.

Persons have the right to receive dividends if they were shareholders of the Company at the end of the tenth working day after the

day of the General Shareholders’ Meeting which issued the resolution to pay dividends.

The General Shareholders’ Meeting of the Company held on 9 April 2020 approved the new wording of the Dividend payment policy

which stipulates the yearly payment of dividends per share of no less than EUR 0.09 (when the nominal value per share is EUR

1.45). It is noted that in accordance with the provisions of the dividend payment policy, the Company may allocate both lower and

higher dividends per share than it is expected in the policy.

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According to the Lithuanian Law on Personal Income Tax and the Lithuanian Law on Corporate Income Tax, 15 % tax is applied to

the dividends since 2014. The Company is responsible for calculation, withdrawn and transfer (to the benefit of the State) of

applicable taxes

On 12 April 2022, the General Shareholders’ Meeting of INVL Baltic Real Estate decided to allocate EUR 0.12 dividend per share.

Dividends were allocated to the shareholders, who at the end of the tenth business day following the day of the General

Shareholders’ Meeting that adopted a decision on dividend payment, i. e. on 27 April 2022 were shareholders of the Company.

The Company started to allocate dividends for the year 2021 from 12 May 2022. Dividends were allocated to those shareholders of

the Company, who have provided existing bank accounts.

Information relevant to the dividends paid by the Company, as well as matter of dividend payments and valid Dividend payment

policy is published on Company’s web page.

12.1. Table. Indexes related with shares*

Company’s

2018

2019

2020

2021

2022

Net Asset Value per share**, EUR

2.69

3.35

2.21

2.52

2.92

Price to book value (P/Bv)

0.90

0.98

0.93

0.73

Dividend yield

5.4

4.3

71.80

5.20

5.61

Dividends/ Net profit

0.54

0.16

3.76

0,28

0.23

*The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation

formulas. All the information is disclosed in the Company‘s web site section „For Investors“ → „Financial information and reports“ . The link is provided

https://bre.invl.com/en/for-investors/financial-information-and-reports/. Also, for the convenience of investors, the Company provides AVR in Annex

4 to the Consolidated Annual Report.

**Nominal value per share – EUR 1.45

12.1.1. Fig. Growth of net asset value, EUR/share and dividend allocation

This information should not be treated as a tax consultation.

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IV. ISSUER’S MANAGING BODIES

13. Structure, authorities, the procedure for appointment and replacement

The management of INVL Baltic Real Estate was transferred to the Management Company INVL Asset Management on 22 December

2016 as the Bank of the Republic of Lithuania granted INVL Baltic Real Estate with the license of the closed-ended type investment

company. The rights and duties of the Board and the Manager of the Company were also transferred to the Management Company.

From 26 July 2021, the Company has a collegial supervisory body - the Supervisory Board. The Company's management bodies

are not formed.

To ensure management efficiency and control of investments, the Management Company formed an Investment Committee of INVL

Baltic Real Estate.

The Management Company is responsible for convening and organizing the highest management body of the Company - the General

Shareholders’ Meeting.

13.1 fig. Structure of the Management of the Company

Detailed information on the structure of the management of the Company before the CEF license was granted is published in the

consolidated annual report for the year 2016 of INVL Baltic Real Estate. The report is published on the Company's website section

For Investors.

13.1. GENERAL SHAREHOLDERS’ MEETING

13.1.1. Powers of the General Shareholders’ Meeting

Persons who were shareholders of the Company at the close of the accounting day of the General Shareholders’ Meeting or at a

repeat General Shareholders’ Meeting (the 5th working day before the General Shareholders’ Meeting) shall have the right to attend

and vote at the General Shareholders’ Meeting in person, unless otherwise provided for by laws, or may authorise other persons to

vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The shareholder’s

right to attend the General Shareholders’ Meeting shall also cover the right to speak and enquire.

The General Meeting of Shareholders can take decisions and shall be deemed quorate irrespective of the number of votes carried

by Shares held by the Shareholders present thereat. An Annual General Shareholders’ Meeting must be held every year at least

within 4 months from the close of the financial year.

All decisions of the General Meeting of Shareholders of the Company shall be taken by a 3/4 majority of votes carried by Shares of

the Shareholders present in the meeting, except for the decisions indicated below, which shall be taken by a 2/3 majority of votes

carried by Shares of the Shareholders present in the meeting, i.e., decisions:

• to elect and remove a certified auditor or audit firm and establish terms of payment for audit services.

• to approve sets of annual and interim financial statements.

• on extension of the Term of Activities of the Company and making related amendments to the Articles of Association.

The below-indicated decisions of the General Meeting of Shareholders of the Company can be taken only after taking into account

the recommendations given by the Board of the Management Company and/or the Investment Committee of the Company and with

regard to specified consequences of a relevant decision, i.e., decisions regarding:

• amending the Articles of Association of the Company.

• redemption of Shares.

• formation, use, reduction and cancellation of reserves.

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• increase or reduction of the authorised capital.

• reorganisation, spin-off or transformation of the Company.

• merger of the Company with other collective investment undertakings.

• approval of the agreement with the Depository, appointment of the person authorised to sign the approved agreement

with the Depository on behalf of the Company, change of the Depository.

• liquidation of the Company or extension of the Term of Activities of the Company.

• restructuring of the Company.

The below-indicated decisions of the General Meeting of Shareholders of the Company can be taken only after taking into account

the recommendations given by the Board of the Management Company and/or the Investment Committee of the Company, and

after taking into account the recommendations and responses of Supervisory Board, and with regard to specified consequences of

a relevant decision, i.e. decisions regarding:

• annual consolidated financial statements, draft profit (loss) distribution and the annual report of the Company.

• draft distribution of dividends for a period of less than one financial year as well as the interim consolidated financial

statements and the interim report drawn up for the purpose of adopting the draft.

• draft rules for granting shares.

• draft remuneration policy and a draft remuneration report.

In case draft decisions are proposed not by the Management Company but by Shareholders, the Management Company must, no

later than within 5 (five) Business Days after presentation of such a draft decision to the Company, prepare a relevant

recommendation and announce it in the way draft decisions are announced. In any case recommendations of the Management

Company regarding all draft decisions on relevant issues of the agenda must be announced no later than 3 (three) Business Days

until the date of the General Meeting of Shareholders.

In case the General Meeting of Shareholders takes a decision not following the recommendations given by the Management

Company, the Management Company shall not be responsible if such decisions violate requirements for management of the

Company or there are other negative consequences.

13.1.2. Convocation of the General Shareholders’ Meeting of INVL Baltic Real Estate

The right to initiate convocation of the General Shareholders’ Meeting is vested in the Management Company, the Supervisory

Board of the Company and Shareholders, owning at least 1/10 of all the votes in the General Shareholder’ Meeting.

The convocation of a General Shareholders’ Meeting is organised by the Management Company.

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, then there is no need to decide - 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 sending the

proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative

of the Company on business hours or by sending proposal to the Company by email breinfo@invl.com. The agenda is

supplemented if the proposal is received no later than 14 days before the General Shareholders’ Meeting. In case the agenda

of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as

on convening of the 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, sending the proposal by registered

mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on

business hours or by sending proposal to the Company by email breinfo@invl.com) 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 sending the proposal by registered mail to

the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business

hours or by sending proposal to the Company by email breinfo@invl.com. All answers related to the agenda of the General

Shareholders’ Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General

Shareholders’ Meeting or simultaneously to all shareholders of the Company prior to the General Shareholders’ Meeting. The

company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are

not related to the company's confidential information or commercial secrets.

The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity.

A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the Meeting.

The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in a general

ballot paper.

Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the

Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person's

rights are limited by the power of attorney or by the law. The authorized persons must have the document 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 Meeting. The Company does not establish special form of the power of attorney.

A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must be

translated into Lithuanian and legalised in the manner established by law. The persons with whom shareholders concluded the

agreements on the disposal of voting right, also have the right to attend and vote at the Meeting.

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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 Meeting. No notarisation of such authorization is required. The power of attorney issued through

electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature

equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company

on the power of attorney issued through the means of electronic communication by e-mail breinfo@invl.com not later than on the

last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to the

Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be

identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be

possible to download software to verify an electronic signature of the shareholder free of charge.

Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is

presented at the Company's webpage www.invlbalticrealestate.com section For Investors. 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 an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at

Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the

General Shareholders’ Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior

the Meeting.

For the convenience of the shareholders of INVL Baltic Real Estate, the Company provides notifications about convocation of General

Shareholders’ Meeting, draft resolutions as well as general voting bulletins and resolutions adopted in the Meetings on the

Company‘s website section For Investors (Shareholders' Meetings).

There were 3 (three) General Shareholders’ Meetings of INVL Baltic Real Estate during the 2022.

On 12 April 2022, during the General Ordinary Shareholders’ Meeting of the Company, the shareholders of the Company were

introduced with (i) the Company‘s consolidated annual report for 2021; (ii) the independent auditor’s report on the financial

statements and consolidated annual report of the Company; (iii) 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 remuneration report; (iv) the

Company‘s Supervisory Board’s feedback and suggestions on the consolidated and stand-alone financial statements for 2021 of the

Company, draft of the profit (loss) distribution, Company‘s consolidated annual report for 2021, draft of the remuneration policy,

also regarding the activity of the Board of the Management Company and Company‘s Investment Committee, presentation of the

information on Company’s strategy implementation; (v) the Company‘s Management Company‘s statement on the share purchase

price and (vi) the report of the Audit Committee of the Company.

The shareholder of the Company also decided on: (i) the assent to the remuneration report of the Company, as a part of the

consolidated annual report of the Company for the year 2021; (ii) approval of the consolidated and stand-alone financial statements

for 2021 of the Company; (iii) distribution of profit of the Company; (iv) purchase of own shares of the Company and (v) adjustment

of the terms of payment for audit services.

On 23 August 2022, during the General Extraordinary Shareholders’ Meeting of the Company, the shareholders of the Company

decided on approval of participation of INVL Baltic Real Estate in the reorganisation and preparation of the terms of reorganisation.

On 9 December 2022, during the General Extraordinary Shareholders’ Meeting of the Company, the shareholders of the Company

were introduced with the recommendation of the Company’s Investment Committee regarding the new wording of the articles of

association and the provision of depository services and decided on (i) the Company’s participation in the reorganisation; (ii)

approval of the terms and conditions of the reorganisation of the Company and AB RE 1; (iii) approval of the new version of the

Company’s Articles of Association; (iv) adjustment of the terms of payment for audit services; (v) election of an auditor to carry

out of the audit of the annual financial statements and setting conditions of payment for audit services; (vi) provision of depository

services; and (vii) election of a member of the Supervisory Board

13.2. MANAGEMENT COMPANY, THE INVESTMENT COMMITTEE AND THE SUPERVISORY BOARD

Since the Central Bank of the Republic of Lithuania granted the license of closed-ended type investment company to INVL Baltic

Real Estate, the management of the Company has been transferred to the Management Company, therefore, following the Law of

the Republic of Lithuania on Collective Investment Undertakings, and the rights and duties of the Board and the head of the

Company, as set in the Law of the Republic of Lithuania on Companies, have been transferred to the Management Company.

The Management Company is responsible for convocation and organisation of the General Shareholders’ Meeting of the Company,

giving notices about publicly not disclosed information under the procedure set by legal acts, organisation of activities of the

Company, proper management of information about activities of the Company and performance of other functions assigned to the

Management Company.

The Management Company has the right:

• to perform all actions of management bodies of the Company and other actions assigned to the competence of the

Management Company according to effective legal acts and/or defined in the Articles of Association.

• to get the Management Fee and the Performance Fee, as they are defined in the Articles of Association.

• to conduct and perform transactions in connection with management of the assets of the Company at the expense and in the

interests of the Company.

• to make deductions from assets of the Company provided for in the Articles of Association.

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• subject to approval of the General Meeting of Shareholders to instruct a Company, having the right to provide relevant

services, to perform some of its management functions.

• other rights established in the Articles of Association and legal acts of the Republic of Lithuania.

The Management Company must:

• act in a fair, correct and professional manner on the terms best for the Company and its Shareholders and in their interests

and ensure integrity of the market.

• act carefully, professionally, and prudently.

• have and use means and procedures necessary for its activities.

• have reliable administration and accounting procedures, electronic data processing control and security measures and a

proper mechanism of internal control, including the rules on personal transactions in financial instruments conducted by

employees of the Management Company and transactions in financial instruments conducted at the expense of the

Management Company.

• ensure that documents of and information about taken investment decisions, conducted transactions would be kept for at

least 10 years after the date of taking an investment decision, conduction of a transaction or performance of an operation,

unless legal acts set a longer term of keeping documents.

• have such an organisational structure that would help to avoid conflicts of interest. When it is impossible to avoid conflicts of

interest, the Management Company must ensure that Shareholders are treated fairly.

• ensure that persons taking decisions on management of the Company would have qualification and experience established

by the Supervisory Authority, be of sufficiently good repute.

• ensure that assets of the Company would be invested according to the investment strategy set in the Articles of Association

and requirements set in legal acts of the Republic of Lithuania.

• prepare the Prospectus, the key investor information document, annual and semi-annual reports under the procedure set by

legal acts.

• perform other duties set in the Articles of Association and legal acts of the Republic of Lithuania.

The Company’s management agreement with the Management Company must be approved by the General Shareholders’ Meeting.

The currently valid Management agreement between the Management Company and INVL Baltic Real Estate was signed on 5

January 2018, the wording of the Management agreement was approved during the General Shareholders’ Meeting held on 29

December 2017.

The Management Company can be replaced by a decision of the General Shareholders’ Meeting of the Company.

The Management Company can be replaced by a decision of the General Shareholders’ Meeting in cases mentioned below:

• the Management Company is liquidated.

• the Management Company undergoes restructuring.

• bankruptcy proceedings are initiated against the Management Company.

• the Supervisory Authority takes a decision to restrict or cancel the rights provided for in the license of the Management

Company related to management of investment companies.

• the Management Company commits a material breach of the agreement, Articles of Association or legal acts;

• in other circumstances in compliance with applicable legislation.

The Management Company could be replaced after receipt of a prior permission of the Bank of Lithuania.

The Management Company ensuring the management of INVL Baltic Real Estate has the General manager, the Board of the

Company and the Investment Committee, formed by the decision of the Board.

The General Manager of the Management Company is Laura Križinauskienė (from 2nd October 2017).

The Board of the Management Company operates following the Civil Code of the Republic of Lithuania, the Law of the Republic of

Lithuania on Companies, other legal acts, Articles of Association of the Company, the resolutions of the General Shareholders’

Meetings, decisions of the Board and Regulations of the Board.

The Board of the Management Company acts in furtherance of the declared strategic objectives in view of the need to optimize

shareholder value and to ensure that the rights and interests of persons other than the Company’s shareholders (e.g., employees,

creditors, suppliers, clients, local community), participating in or connected with the Company’s operation, are duly respected.

The procedure of work, rights, and responsibilities of the members of the Board of the Management Company are set in the

Regulations of the Board.

For the sake of efficiency of the Company’s activities and control over its investments, an Investment Committee is being formed

by a decision of the Board of the Management Company.

The Investment Committee of the Management Company is the collegial investment and management decision-making body

responsible for adopting decisions regarding the management of the Managed company’s assets and representing and protecting

the Managed company’s interests. According to Company’s Articles of Association Investment Committee shall consist of maximum

3 (three) members, representatives of the Management Company (employees, members of management bodies of the Management

Company, other persons appointed by a decision of the Board of the Management Company) shall be appointed to their positions.

Members of the Investment Committee shall be appointed by a decision of the Management Company. Members of the Investment

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Committee shall be appointed and removed from office by the Board of the Management Company. An approval of the Investment

Committee must be obtained for all investments of the Company and for their sale.

The procedure of formation, responsibilities, functions of the Investment Committee, decision-making procedure and other

procedures of the Investment Committee is set in the Regulations of the Investment Committee of INVL Baltic Real Estate.

During the reporting period 38 Investment Committee meetings were held.

From 26 July 2021, the Company has a collegial supervisory body – the Supervisory Board.

Supervisory Board is a collegial body supervising the activities of the Company. The Supervisory Board shall be elected by the

General Meeting of Shareholders for a term of 4 years. The Supervisory Board shall elect the Chairman of the Supervisory Board

from among its members. The competence of the Supervisory Board is determined by laws. The responsibilities, functions, decision-

making practices, and procedures of the Supervisory Board shall be laid down in the Rules of Procedure adopted by the Supervisory

Board.

During the reporting period 1 meeting of the Supervisory Board of the Company was held.

14. Information about members of the Board of the Management Company, general manager, members

of the Investment Committee and member of the Supervisory Board of the Company

14.1. THE ISSUER'S MANAGEMENT BODIES

The management of INVL Baltic Real Estate was transferred to the Management Company INVL Asset Management on 22 December

2016 as soon as the Central Bank of the Republic of Lithuania INVL Baltic Real Estate the license of closed-ended type investment

company. The rights and duties of the Board and the head of the Company were also transferred to the Management company. The

Company has a collegial supervisory body – the Supervisory Board. The Company’s management bodies are not formed.

The General Manager of the Management Company is Laura Križinauskienė.

Darius Šulnis (the chairman), Nerijus Drobavičius and Vytautas Plunksnis are members of the Board of the Management Company

since 19 January 2015. On 16 January 2023 the Board of Management Company for the second time was re-elected for the new 4

years of office, after the Bank of Lithuania granted their permission. The composition of the Board remained unchanged: Darius

Šulnis (the Chairman), Nerijus Drobavičius and Vytautas Plunksnis.

Currently there are 2 (two) members in the Investment Committee: Vytautas Bakšinskas and Andrius Daukšas.

There are 3 (three) members in the Supervisory Board of the Company: Raimondas Rajeckas, Audrius Matikiūnas (which was later

replaced by Mantas Gofmanas) and Eglė Surplienė (the Chairman of the Board of the Supervisory Board and an Independent

member). On 9 December 2022, the Extraordinary General Meeting of Shareholders of the Company elected Mantas Gofmanas to

the members of the Supervisory Board, he replaced the resigned Supervisory Board member Audrius Matikiūnas. On 10 January

2023, the Company received approval for the candidature of Mantas Gofmanas for the member of the Supervisory Board of the

Company from the Bank of Lithuania.

Darius Šulnis –

Chairman of the Board of the Management Company

Main workplace – Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – president

Educational background

and qualifications

Duke University (USA). Business Administration. Global Executive MBA.

Vilnius University. Faculty of Economics. Master’s degree in accounting and Audit.

Financial broker‘s license (General) No. A109.

Work experience

2015 – 2017 General manager of INVL Asset Management, UAB

2006 – 2011 Invalda, AB – President.

2011 – 2013 Invalda, AB – Advisor.

Since May 2013 Invalda INVL, AB – President

2002 – 2006 Invalda Real Estate, UAB (current name Inreal Valdymas) – Director

1994 – 2002 FBC Finasta, AB – Director

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Owned number of

shares in INVL Baltic

Real Estate

Participation in other

companies

Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – the President

Šiaulių bankas, AB (code 112025254, Tilžės str. 149, Šiauliai) – Member of the Supervisory

Board

Litagra, UAB (code 304564478, Savanorių ave. 173, Vilnius) – Member of the Board

INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) – Chairman of the

Board

INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL

Baltic Sea Growth Fund – Investment Committee Member

FERN Group UAB (code 306110392, Granito str. 3-101, Vilnius) – Chairman of the Supervisory

Board

Nerijus Drobavičius –

Member of the Board

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)

Private Equity Partner

Educational background

and qualifications

In 1998 graduated Vytautas Magnus University and gained his Bachelor‘s degree in Business

management. Graduated Vytautas Magnus University in 2000 and gained his Master's degree

in banking and finance.

Work experience

From August 2018 – Private Equity Partner of INVL Asset Management, UAB

Since 2015 till August 2018 Head of Finance unit of INVL Asset Management, UAB

Since 2014 works at Invalda INVL, AB group

2012 – 2014 Independent financial expert

2007 – 2011 CFO in Sanitas Group

2001 – 2007 Sampo Bank. Head of Accounting and Reporting unit, later – CFO of the bank

Owned number of shares

in INVL Baltic Real Estate

8,000 units of shares

Participation in other

companies

INVL Technology, CEF (code 300893533, Gynėjų str. 14, Vilnius) – Member of the Investment

Committee

BSGF Sanus, UAB (code 304924481, Gynėjų str. 14, Vilnius) – Director

InMedica, UAB (codas 300011170, L. Asanavičiūtės str. 20-201, Vilnius) – The Chairman of

the Board

INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL

Baltic Sea Growth Fund – Investment Committee Member

MBL A/S (CVR-no 12825242) – Member of the Board

MBL Poland Sp. z.o.o. (ul. Sulejowskiej 45d, 97-300 Piotrków Trybunalski, Polska, KRS

0000065219) – Member of the Supervisory Board

Reneso, UAB (code 302941941, Gynėjų str. 14, Vilnius) – Director

Sugrasta, MB (code 305287386, Pranapolio str. 11, Vilnius) – Director

Eglės sanatorija, UAB (code 152038626, Eglės str. 1, Druskininkai) – the Chairman of the

Board

Namita UAB (code 301026531, Dvaro str. 123A, Šiauliai) – the Chairman of the Board

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Vytautas Plunksnis –

Member of the Board

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)

Head of Private Equity Unit

Educational background

and qualifications

Graduated the studies in economics at Kaunas University of Technology in 2001, gained

Bachelor‘s degree in Management.

Financial broker‘s licence (General) No. G091.

Work experience

Since 2016 - INVL Asset Management, UAB, Head of Private Equity Funds

2009 – 2015 Fund Manager at Invalda INVL, AB

2006 – 2009 Finasta Asset Management, UAB – analyst, fund manager, strategic analyst

2004 ELTA redactor (business news)

2002 – 2004 Baltic News Service business journalist

Owned number of shares

in INVL Baltic Real Estate

1,000 units of shares

Participation in other

companies

INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL

Baltic Sea Growth Fund – Investment Committee Member

Eco Baltia AS (Maskavas str. 240-3, Rīga, Latvia 40103446506) – Chairman of the

Supervisory Board

Eco Baltic vide, SIA (code 40003309841, Ropažu nov., Stopiņu pag., Rumbula, Getliņu iela 5)

– Member of the Supervisory Board

Ecoservice, UAB (code 123044722, Dunojaus str. 29, Vilnius) – Chairman of the Board

B2Y, SIA (code 40103243404, Maskavas iela 322A, Rīga) – Chairman of the Board

INVL Technology (code 300893533, Gynėjų str. 14, Vilnius) – Member of the Investment

Committee

Norway Registers Development AS (code 985 221 405 MVA, Lokketangen 20 B, 1337

Sandvika, Norway) – Member of the Board

NRD Systems, UAB (code 111647812, Gynėjų str. 14, Vilnius) – Member of the Board

NRD CS, UAB (code 303115085, Gynėjų str. 14, Vilnius) – Member of the Board

Novian Systems, UAB (code 125774645, Gynėjų str. 14, Vilnius) – Chairman of the Board

NRD Companies AS (code 921 985 290 MVA, Lokketangen 20 B, 1337 Sandvika, Norway) –

Member of the Board

BC Moldova-Agroindbank SA (MAIB) (code 1002600003778, Constantin Tănase str. 9/1,

Chisinau, Moldova) – Chairman of the Supervisory Board

Investuotoju Asociacija (code 302351517, Konstitucijos av. 23, Vilnius) – Chairman of the

Board

Laura Križinauskienė –

General Manager of the Management Company

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)

General manager

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Educational background

and qualifications

Vilnius Gediminas Technical University, Master ‘s degree in Management and Business

Administration

Work experience

2016-2017 Danske Bank A/S Lithuanian branch – Operational manager, Head of Global

Function

2012-2016 Baltpool UAB – general manager, member of the Board

2010-2012 FINASTA bank AB – Director of the Capital market department

2005-2012 held various positions in Finasta FMĮ AB, FINASTA bank AB, Finasta investiciju

valdymas (currently INVL Asset Management)

Owned number of shares

in INVL Baltic Real Estate

Participation in other

companies

FMI Financial Advisors, UAB (code 304049332, Gynėjų str. 14, Vilnius) – Member of the Board

IPAS INVL Asset Management (code 40003605043, Elizabetes iela 10B-1, Riga, Latvia) –

Member of the Supervisory Board

AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes iela 10B - 1, Riga, Latvia) –

Member of the Supervisory Board

Vytautas Bakšinskas –

Member of the Investment Committee

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)

Real estate fund manager

Work experience

Since 2 January 2017 – Real Estate Fund Manager at INVL Asset Management

2016 – 31.12.2016 – director at Dizaino institutas, UAB, Variagis, UAB, Riešės investicija,

UAB, Dipolio valda, UAB, Tripolio valda, UAB, Paralelių valda, UAB, Etanija, UAB

2013 – 31.12.2016 – director at Etanija, UAB

2012 – 31.12.2016 – director at Justiniškių valda, UAB

2011 – 31.12.2016- – head of Lease department at Inreal valdymas, UAB

2015-06 – 2016-01 – director at Elniakampio namai, UAB

2014-03 – 2016-06 – director at Akvilas, UAB

2014-03 – 2015-07 – director at Aikstentis, UAB

2014-03 – 2015-07 – director at Trakų kelias, UAB

2013-01 – 2013-02 – project manager at Naujoji švara, UAB

2010-04 – 2013-02 – project manager at Sago, UAB

2008-11 – 2011-08 – project manager at Inreal valdymas, UAB

Owned number of shares

in INVL Baltic Real Estate

Participation in other

companies

Proprietas, UAB (code 303252098, Gynėjų str. 14, Vilnius) - Director

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Andrius Daukšas –

Member of the Investment Committee

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)

Investment manager

Educational background

and qualifications

Master's degree in banking at the Faculty of Economics of Vilnius University.

Financial broker's license (general) No. G311.

Work experience

Since 22 December 2016 – Investment Manager at INVL Asset Management

3 January 2016 – 21 December 2016 – deputy director at INVL Baltic Real Estate

December 2014 - January 2016 – director at INVL Baltic Real Estate

March 2010 – 21 December 2016 - investment manager at Invalda INVL

2008-2010 - director of the Treasury Department of the bank Finasta

2004-2008 - an accountant, later - the department manager of securities accounting at FBC

Finasta

Owned number of shares

in INVL Baltic Real Estate

5,000 units of shares

Participation in other

companies

IPPG, UAB (code 301673796, Gynėjų str. 14, Vilnius) - Director

Vernitas, AB (code 193052526, Stoties str. 16, Marijampolė) - Member of the Supervisory

Board

Eglė Surplienė –

Chairman of the Supervisory Boar and Independent member of the Supervisory Board

Main workplace - Gerovės valdymas, UAB FPĮ (code 302445450, Jogailos str. 3-103, Vilnius)

– Director

The term of office

Since 2021 till 2025

Educational background

and qualifications

Vilnius University, Faculty of Economic Cybernetics and Finance, Economic Cybernetics

studies, Economics – mathematics diploma (equivalent of Master's degree)

2009 – Award in Financial Planning (CII program and exam) certificate.

2005 – OMX Vilnius dealer certificate

1996 – General financial broker license

Work experience

Since 2018 general partner at limited partnership Gerovės partneriai

Since 2015 director INVL Baltic Farmalnd, UAB

Since 2014 Chariman of the Board at Atelier Investment management, UAB

Since 2009 wealth manager at UAB FPI Geroves Valdymas

2006 - 2009 wealth manager, VIP Clients manager at AB FBC Finasta, AB bank Finasta

2005 - 2006 project manager at Zabolis ir partneriai, UAB

1999 – 2005 member, Deputy Director of the Commission at Securities Commission of

Lithuania

1995 - 1999 Head of Issuer Division at UAB FMI Vilfima

1993 - 1995 member of Market Regulation Division at Securities Commission of Lithuania

Owned number of shares

in INVL Baltic Real Estate

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Participation in other

companies

Atelier Investment Management, UAB (code 303335430, Jogailos str. 3-103, Vilnius) –

Chairman of the Board

Gerovės valdymas, UAB FPĮ (code 302445450, Jogailos str. 3-103, Vilnius) – Director

Gerovės partneriai, KŪB (code 304746185, Jogailos str. 3-103, Vilnius) – Full member

DIM investment, UAB (code 301145749, Pasakų str. 5, Vilnius) – Director

INVL Baltic Farmland, AB (code 303299781, Gynėjų str. 14, Vilnius) – Director

Raimondas Rajeckas –

Member of the Supervisory Board

Main workplace – Invalda INVL, AB (code 121304349, Gynėjų 14, Vilnius, Lithuania)

CFO

The term of office

Since 2021 till 2025

Educational background

and qualifications

2001 Vilnius University, Faculty of Economics, Master of Science in Accounting and Auditing

1999 Vilnius University, Faculty of Economics, Bachelor of Science in Business Administration

and Management

Work experience

Since 2006 CFO at Invalda INVL

2001 – 2006 CFO at Valmeda, AB

2000 – 2001 CFO at Galincius, AB

2000 – 2001 CFO at Invaldos Marketingas, UAB (current name Inreal Valdymas. UAB)

2000 – 2002 Accountant at Gildeta, AB

1998 – 2000 Accountant at Invalda, AB

Owned number of shares

in INVL Baltic Real Estate

Participation in other

companies

Raimondas Rajeckas holds management positions in companies controlled by Invalda INVL:

− Director at MD PARTNERS, UAB

− Director at Invalda INVL Investments, UAB

− Director at Cedus, UAB

− Director at Cedus Invest, UAB

− Director at Regenus, UAB

− Director at Consult Invalda, UAB

− Director at RPNG, UAB

− Director at MGK invest, UAB

− Director at MBGK, UAB

− Director at Aktyvo, UAB

− Director at Aktyvus valdymas, UAB

− Director at public institution Iniciatyvos Fondas

Audrius Matikiūnas –

Member of the Supervisory Board until 16 November 2022

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)

Head of Legal of the Group

The term of office

2021 – 2022 m.

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Educational background

and qualifications

2010 Mykolas Romeris university, Master of Laws

2008 Mykolas Romeris university, Bachelor of Laws

Work experience

Since 2022 INVL Asset Management - Head of Legal of the Group

Since 2022 INVL Asset Management, UAB – Products Manager

Since 2022 INVL Life, UAB – Products Manager

Since 2022 INVL Asset Management, UAB – Chairman of the Investment Committee

2021 – 2022 Alternative Investment Selection Team Leader at INVL Asset Management, UAB

Since 2018 member of the Board at investment manager Mundus, UAB

2016 – 2022 Head of Legal and Product Management team in Private Equity Unit at INVL

Asset Management, UAB

2012 – 2016 compliance officer at SEB bankas, AB

2010 – 2012 lawyer bankas Finasta, AB

2007 – 2010 lawyer at SEB bankas, AB

Owned number of shares

in INVL Baltic Real Estate

Participation in other

companies

Audrius Matikiūnas is an employee of INVL Baltic Real Estate Management Company UAB

INVL Asset Management

Member of the Board at investment manager Mundus, UAB

Mantas Gofmanas –

Member of the Supervisory Board from 10 January 2023

Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) 2

Head of Legal and Product Development team in Private Equity Unit

The term of office

2023 – 2025 m.

Educational background

and qualifications

2007 Vilnius University, Master of Laws

Work experience

Since 2022 Head of Legal and Product Development team in Private Equity Unit at INVL Asset

Management, UAB

2006 – 2022 Associate Partner, Lawyer at Law Firm TGS Baltic

Owned number of shares

in INVL Baltic Real Estate

Participation in other

companies

Mantas Gofmanas is an employee of INVL Baltic Real Estate Management Company UAB INVL

Asset Management

15. Information about the Audit Committee of the company

The Audit Committee consists of 2 (two) independent members. The members of the Audit Committee are elected by the decision

of the General Shareholders’ Meeting. The members of the Audit Committee are proposed by the Management Company and the

shareholders of the company. The Audit Committee is elected for a four-year term of office.

The main functions of the Audit Committee are the following:

• provide recommendations to the Management Company with selection, appointment, reappointment and removal of an

external audit company of the Company as well as the terms and conditions of engagement with the audit company.

• monitor the process of external audit of the Company.

• monitor how the external auditor and audit company follow the principles of independence and objectivity.

• observe the process of preparation of financial reports of the Company.

• monitor the efficiency of the internal control and risk management systems of the Management Company directly related to

the management of the Company. Once a year review the need of the dedicated internal audit function for the Company

within the Management Company.

• monitor if the Management Company gives due consideration to the recommendations or comments provided by the audit

company regarding management of the Company.

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• The Audit Committee reports its activities to the Company's ordinary General Shareholders’ Meeting by submitting a written

report on Audit Committee activities during the last financial year.

Any member of the Audit Committee should have the right to resign upon submitting 14 (fourteen) days written notice to the

Management Company. When the Management Company receives the notice of resignation of a member of the Audit Committee

and considers all circumstances related to the resignation, it may decide - either to convene an Extraordinary General Shareholders’

Meeting to elect new member of the Audit Committee, or to postpone the question on the election of the new member of the Audit

Committee till the next General Shareholders’ Meeting of the Company. The new member is elected till the end of term of office of

the operating Audit Committee.

15.1. PROCEDURE OF WORK OF THE AUDIT COMMITTEE

The Audit Committee informs about its activities to the Company's ordinary General Shareholders’ Meeting by submitting a written

report.

The Audit Committee is a collegial body, taking decisions during meetings. The Audit Committee may take decisions and its meeting

should be considered valid when both members of the Committee participate in it. The decision should be passed when both

members of the Audit Committee vote for it. The member of the Audit Committee may express his will – for or against the decision

in question, with the draft of which he is familiar with – by voting in advance in writing. Voting in writing should be considered equal

to voting by telecommunication end devices, provided text protection is ensured and it is possible to identify the signature.

The right of initiative of convoking the meetings of the Audit Committee is held by both members of the Audit Committee. The other

member of the Audit Committee should be informed about the convoked meeting, questions that will be discussed there and the

suggested drafts of decisions not later than 3 (three) business days in advance in writing (by e-mail or fax). The meetings of the

Audit Committee should not be formed as a written protocol, if the taken decisions are signed by both members of the Committee.

When both Audit Committee members vote in writing, the decision should be written down and signed by the secretary of the Audit

Committee who should be appointed by the Management Company. The decision should be written down and signed within 7

(seven) days from the day of the meeting of the Audit Committee.

The Audit Committee should have the right to invite the head of the Management Company, member(s) of the Board, the chief

financier, employees responsible for finance, accounting, and treasury issues of the managed Company as well as external auditors

of the Company to its meetings. Members of the Audit Committee may receive remuneration for their work in the committee. The

remuneration for the Audit Committee members is approved by the General Shareholders’ Meeting fixing the maximum hourly rate.

The Company's Audit Committee is guided by the Regulations of the Audit Committee (hereinafter referred to as the Regulations)

approved by the General Shareholders’ Meeting of the Company held on 11 April 2017. The Regulations are published on the

Company's website in the section For investors.

15.2. MEMBERS OF THE AUDIT COMMITTEE

During the General Shareholders’ Meeting of the Company held on 29 April 2021 Dangutė Pranckėnienė, partner and auditor of

Moore Stephens Vilnius, UAB and Tomas Bubinas, director of Biotechpharma, UAB were elected for the Audit Committee of the

Company for the 4 (four) years of office term. Both members of the Audit Committee are independent, having submitted a notice

certifying their independence.

Tomas Bubinas –

Independent Member of the Audit Committee

The term of office

Since 2021 till 2025

Educational background

and qualifications

2004 - 2005 Baltic Management Institute (BMI), Executive MBA

1997 - 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member

1997 Lithuanian Sworn Registered Auditor

1988 - 1993 Vilnius University, Msc. in Economics

Work experience

2013 - 2022 Chief Operating Officer at Biotechpharma, UAB

2010 - 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA)

2004 - 2010 CFO for Baltic countries, Teva Pharmaceuticals

2001 - 2004 m. CFO, Sicor Biotech

1999 - 2001 Senior Manager, PricewaterhouseCoopers

1994 - 1999 Senior Auditor, Manager, Coopers & Lybrand

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Owned number of shares

in INVL Baltic Real Estate

Dangutė Pranckėnienė –

Independent Member of the Audit Committee

The term of office

Since 2021 till 2025

Educational background

and qualifications

1995 - 1996 Vilnius Gediminas Technical University, Master of Business Administration.

1976 - 1981 Vilnius University, Master of Economics.

The International Coach Union (ICU), professional coucher name, license No. E-51.

Lithuanian Ministry of Finance, the auditor's name, license No. 000345.

Work experience

since 1997 the Partner at Moore Mackonis, UAB

1996 - 1997 Audit Manager, Deloitte & Touche

1995 - 1996 Lecturer, Vilnius Gediminas Technical University

1982 - 1983 Lecturer, Vilnius University

Owned number of

shares in INVL Baltic

Real Estate

16. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets

transferred and guarantees granted to the Company’s bodies and company providing accounting services

After the Bank of Lithuania issued the closed-ended type investment company operating license for INVL Baltic Real Estate on 22

December 2016, the rights and duties of the Board and the head of the Company are implemented by the Management Company

INVL Asset Management.

The management fee payable to the Management Company (hereinafter – Management Fee) is the remuneration for management

of the assets of the Company, which shall be payable for each quarter of a calendar year. By the decision of the General

Shareholders’ Meeting of the Company held on 29th December 2017, the Management Fee was reduced from 1.5% to 1.0%, the

Management Fee for a calendar year shall be 0.25% for the quarter of the year of the weighted average capitalization of the

Company. The Performance Fee shall be additionally paid to the Management Company under the procedure set in the Articles of

Association. During the reporting period the Management fee payable to the Management Company was EUR 176 thousand and

EUR zero success fee payable (in 2021 EUR 209 thousand and EUR 1,516 thousand success fee payable, in 2020 the Management

fee to the Management Company amounted to EUR 315 thousand and EUR 1,382 thousand success fee payable, in 2019 the

Management fee to the Management Company amounted to 331 thousand EUR and 238 thousand EUR success fee).

The Members of the Board and the Members of the Investment Committee of the Management Company do not receive remuneration

for these duties. They are paid the salary according to the employment contract with the Management Company. According to

Article 23 (3) of the Law on Financial Statements of Enterprises of the Republic of Lithuania, the Company must publish the

Remuneration Report from the year 2021. As the Company does not have any employees, in the appendix no. 5 the Company

discloses the remuneration of the General Manager of the Management Company, members of Board of the Management Company

and members of the UTIB Investment Committee appointed by the Management Company (hereinafter - the Management). The

remunerations of the General manager and Board members of the Management Company are calculated on the basis of the

proportion of the Management Company‘s management income (including management and success fee revenues) received from

the Company within the total income of the Management Company. The remunerations of the members of the Investment

Committee of the Company are calculated in accordance with the part of the time actually allocated to the Company's management

(for more details see Appendix 5 to the Annual Report).

According to the decision of the General Meeting of the Shareholders of the Company held on 29 April 2021 it was set the hourly

remuneration of the elected independent member of the Supervisory Board at EUR 145 per hour. The other Members of the

Supervisory Board do not receive remuneration for these duties.

During the reporting period the Members of the Board of the Management Company and the Members of the Investment Committee

were paid EUR 918 of dividends, net of tax. There were no assets transferred, no guarantees granted, no bonuses paid and no

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special payouts made by the Company to its managing bodies. The managing bodies were not granted with bonuses by other

companies of INVL Baltic Real Estate group.

During the reporting period INVL Baltic Real Estate Group and the Company for Invalda INVL, AB - the company providing accounting

services – respectively paid EUR 43 thousand and EUR 25 thousand during the reporting period (in 2021 respectively EUR 25

thousand and EUR 13 thousand, in 2020 - EUR 15 thousand and EUR 7 thousand during the reporting period, in 2019 – respectively

paid EUR 15 thousand and EUR 7 thousand).

Invalda INVL, AB and INVL Asset Management, UAB provide accounting services and preparation of the documents related with

bookkeeping for INVL Baltic Real Estate according to an accounting services agreement.

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V. OTHER INFORMATION

17. Agreements with intermediaries on public trading in securities

INVL Baltic Real Estate has signed these agreements with the following intermediaries:

• AB Siauliu bankas (Seimyniskiu str. 1A, Vilnius, Lithuania. tel. +370 5 203 2233) – the agreement on management of

securities accounting, the market maker services agreement and service agreement on the payment of dividends.

• AB SEB bankas (Gedimino pr. 12, Vilnius, Lithuania tel. +370 5 268 2800) – agreement on depository services.

18. Information on Issuer’s branches and representative offices

INVL Baltic Real Estate has no branches or representative offices.

19. A description of the principal risks and uncertainties

Information, provided in this document, should not be considered complete and covering all aspects of the risk factors associated

with public company's INVL Baltic Real Estate activity and securities. There are only basic risks and their descriptions provided in

this report. Detailed descriptions of the risks are published on the Company's website.

19.1. GENERAL RISK FACTORS IN THE BUSINESS FIELD WHERE THE GROUP OPERATES

General risk

The value of an investment into real estate can fluctuate in the short-term depending on the general economic situation, real estate

lease and sale prices, demand and supply fluctuations. Investments into real estate should be made for a medium or long period in

order that the investor could avoid the risk of short-term price fluctuations. Investments into real estate are related to higher-than-

average risk. If investments are not profitable or in case of other unfavourable circumstances (inability to pay creditors in time),

bankruptcy proceedings can be instituted against the Company. Redemption of the Shares is limited, i.e., a shareholder cannot

demand that the Company or the Management Company, which took over its management, would redeem the Shares. But a

shareholder will have a possibility to sell Shares in the secondary market.

Real estate development risk

Real estate projects developed by the Company can take longer than planned or cost more than planned and return on investments

of the Company may decrease for this reason. Managing this risk, the Company will assign sufficient resources for control over the

budgets and performance terms of real estate development projects.

Risk of inflation and deflation

There is a risk that in case of inflation the value of a Share will grow slower than the inflation, which would result in the return lower

than inflation. In such a case, the real return earned by persons who sold the Shares of the Company in the market from increase

in the value of the Shares can be smaller than expected. In case of deflation, there would be a risk that the value of the Company’s

investments will decrease by reason of the drop of the general price level.

Macroeconomic environment

Real estate development tends to follow the general developments in the macroeconomic environment. Interest rates,

unemployment, inflation, private consumption, capital expenditure and other macroeconomic indicators have significant influence

on real estate developments and hence the operations and the potential profitability of the Group.

Favourable developments in the macroeconomic environment increase demand for real properties, allow the real estate companies

to increase rent rates of properties and other prices related to activities of the Group. Adverse developments increase pressure on

real estate prices, rent rates and yields. Hence the Group’s results are dependent on general macroeconomic environment and

adverse developments in the environment might lead to reconsideration of some of the Group’s development plans, negative

pressure on prices and rents of the Group’s properties or other changes in relation to the Group’s properties that might have a

material adverse effect on the Group’s business, results of operations, financial condition and profitability.

Cyclicality of the real estate sector

Real estate development is a cyclical sector. The number of real estate related transactions fluctuates significantly depending on

the stage of the real estate cycle. In the Baltic countries has been relatively high lately as a fast growth in prices fuelled by

availability of cheap financing was followed by a steep decline as a result of financial crisis. In the future the Baltic real estate

market might regain the lost momentum, again inflating the price levels, which might be followed by overheating of the market and

downward pressure on the prices, thus, starting the next real estate cycle.

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19.2. RISK FACTORS CHARACTERISTIC OF THE GROUP

Risk of the management and human resources

The success of the Company’s investments will largely depend on decisions taken by persons in the Management Company who are

responsible for management of the Company and on experience and capabilities of the said persons. There is no guarantee that the

same persons will always remain responsible for management of the Company, however efforts will be used that activities of the

Company would always be taken care of by properly qualified persons.

Dependence on external financing

The Group’s cash inflows currently are sufficient to finance operating cash outflows and to pay monthly instalments of repayments

and interests’ payments of bank borrowings. However, further development of the Group’s activities will require substantial amounts

of capital to fund capital expenditures. For this reason, failure to secure adequate levels of external financing might limit the Group’s

growth plans and place it at competitive disadvantage as compared to well-capitalized peers. Failure to obtain external financing

may lead to forced sale of assets at unfavourable prices or even cause insolvency which may have a material adverse effect on the

Group’s business, results of operation or financial condition and may destroy the shareholders’ value.

Risk related to lease agreements

The Group’s lease agreements may be divided into two categories: non-cancellable fixed-term lease agreements and cancellable

lease agreements entered for an unspecified term. For the cancellable lease agreements, tenants must notify the administrator 1-

6 months in advance if they wish to cancel the rent agreement.

The Group seeks to use both types of agreements, depending on the market situation and the properties in question. Lease

agreements entered for an unspecified term involve nevertheless a risk that many such agreements may be terminated within a

short period of time. The Group aims at renewing the fixed term lease agreements flexibly in cooperation with its tenants. There

are, however, no guarantees that the Group will be successful in this. To prevent tenants from terminating the lease agreements,

the Group may also be forced to agree on the reduction of rent fees. The reduction of rent fees payable to the Group under a large

number of lease agreements and/or concurrent termination of a large number of lease agreements could have a material adverse

effect on the Group’s business, results of operations and financial condition.

Reliance on the administrator of the Company’s property

On 2 January 2013 the Company has entered into an agreement with a third party for property management and administration

services on part of Company’s asset portfolio. An agreement was terminated on 1 January 2018, after the Company’s subsidiary

Proprietas, UAB and the Company signed a property management and administration agreement. The detailed list of buildings,

administered, based on this agreement is provided in Section 2.3. of the Company’s consolidated annual report “Information about

the Issuer‘s group of companies”. Under this agreement the third party, as an administrator of the property, is committed to

increase Company’s value and maintain high quality of service for buildings’ tenants and employees. In case of change in

administrative prices in the market, new contracts under less favourable conditions can be entered into with administrator, which

may directly influence the increase in Company’s costs.

Interest rate risk

There is a risk that in case of fast recovery of the global economy or increase in inflation, central banks will increase interest rates

and it will be more expensive to service loans in connection with the Company’s investments, therefore, the value of the Company’s

investments can decrease. To avoid this risk, the Management Company shall seek that the Company would get most of its loans

at fixed interest rates. If it seems necessary, the Company shall hedge against interest rate risk when entering relevant transactions.

Rising interest rates will increase the Group’s debt service costs, which will reduce the return on investment. If considered necessary,

the Group will manage interest rate risk by entering financial derivatives’ contracts.

Leverage risk

Leverage risk is related to possible depreciation of real estate objects acquired with borrowed money. The bigger the leverage, the

higher probability of this risk is.

Credit risk

The Company has given and may have given loans to other companies, therefore, in case of deterioration of the financial condition

of those companies, there is a risk that the Company will not get back all the loans granted by it.

Liquidity risk

This is a risk to incur losses due to low liquidity of the market when it becomes difficult to sell assets at the desired time at the

desired price. In management of this risk, the Company will regularly monitor the real estate market, will get ready for the property

sale process in advance, in this way reducing the liquidity risk. Acquiring Shares, the shareholders also assume the risk of securities

liquidity – in case of a drop in demand for Shares or delisting them from the stock exchange, investors would find it difficult to sell

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them. In case of deterioration of the Company’s financial situation, the demand for Shares, as well as their price may decrease.

Liquidity risk also covers the cash flow disruption risk incurred by the Company due to late payments and/or full default on monetary

obligations by insolvent tenants.

Total investment risk

The value of the investment in real estate can vary in the short term, depending on the general economic conditions, rent and

purchase prices of real estate, demand and supply fluctuations, etc. Investment in real estate should be carried out in the medium

and long term, so that the investor could avoid short-term price fluctuations. Investing in real estate is related to higher than

medium risks. Failure of investments of the Group or under other ill-affected circumstances (having been unable to pay for the

creditors) can have a significant adverse effect on the Group’s performance and financial situation or in the worst-case scenario

bankruptcy proceedings may be initiated.

Investment diversification risk

This is a risk that one bad investment can have a significant effect on the results of the Company. To reduce this risk, the Company

will have a sufficient number of different real estate objects in its portfolio, in this way maintaining the proper diversification level.

Tenants’ risk

The Company will seek to let real estate objects at as high prices as possible. Though currently the rent is paid in time (overdue

obligations of tenants are very small and are not significant for activities of the Company), there is a risk that upon change

(deterioration) of the economic situation the tenants will default on their obligations – this would have a negative impact on the

profit and cash flows of the Company. In case of late performance of a large part of obligations, the ordinary business of the

Company may be disrupted, it may be necessary to search for additional sources of financing, which may be not always available.

The Company, in case of failure to earn planned income from lease or to maintain a high percentage of occupation of the buildings,

can face the problem of costs that are not compensated by permanent tenants. This risk may manifest itself in case of big increase

in the supply of rented premises and reduction in demand, drop-in rental fees. In case of a failure to let the premises at planned

prices or in planned scopes, also in case current tenants terminate their lease agreements, the income of the Company could

decrease, whereas fixed costs would remain the same. Accordingly, the profit of the Company would decrease.

Risk of valuation of the Company’s assets

The assets of the Company will be evaluated according to the main rules set in the Articles of Association and the Accounting Policy

of the Management Company. Valuation of individual assets held by the Company shall be performed by the independent appraiser,

however such valuation of assets shall be only determining the value of the assets, which does not automatically mean the exact

sale price of an investment held by the Company, which depends on many circumstances, for example, economic and other

conditions, which cannot be controlled. Thus, the sale price of investments held by the Company can be higher or lower than the

value of assets determined by a property appraiser.

Competition risk

The Company, investing into investment objects, will compete with other investors, including, without limitation, with other

investment companies or real estate investment funds. Thus, there is a risk that competition with other investors will demand that

the Company would conduct transactions at less favourable conditions than it would be possible in other cases.

19.3. RISK FACTORS RELATED TO THE COMPANY’S SHARES (INVESTMENTS THERETO)

Market risk

Acquisition of Shares entails the risk to incur losses due to unfavourable changes in the Share price in the market. A drop in the

price of the Shares can be caused by negative changes in the value of assets and profitability of the Company, general share market

trends in the region and in the world. Trade in Shares can depend on comments of financial brokers and analysts and announced

independent analyses about the Company and its activities. If the analysts give an adverse opinion about prospects of the Shares,

this can also have a negative effect on the price of Shares in the market. In assessing Shares, non-professional investors are

advised to address intermediaries of public trading or other specialists in this field for help.

Dividend payment risk

Though the Company has approved its dividend payment policy, payment of dividend to Shareholders is not guaranteed and will

depend on profitability of activities, investments plans and the general financial situation.

Liquidity of the Issuer’s Shares is not guaranteed

It may be possible that in case an investor wants to urgently sell the Issuer’s securities (especially a large number of them), demand

for them on the exchange will not be sufficient. Therefore, sale of shares can take some more time, or the investor may be forced

to sell shares at a lower price. Analogous consequences could appear after the exclusion of the Company’s Shares from the

Secondary List of Nasdaq. Besides, in case of deterioration of the Company’s financial situation, demand for the Shares of the

Company and, at the same time, their price may decrease.

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19.4. THE MOST IMPORTANT RISK FACTORS DURING THE REPORTING PERIOD

In 2022 the most important risk factor was Interest rate risk. A description of the risk factor and a brief commentary:

In the year 2022 the Company was operating in the face of high inflation. To stabilize and lower inflation, central banks started to

raise base interest rates. The Company pays variable interest rates for credits linked to Euribor, as a result of which its increase in

2022 increased the amount of interest paid by the Company, which had a negative impact on the results.

Interest rate risk

There is a risk that in case of fast recovery of the global economy or increase in inflation, central banks will increase interest rates

and it will be more expensive to service loans in connection with the Company’s investments, therefore, the value of the Company’s

investments can decrease. To avoid this risk, the Management Company shall seek that the Company would get most of its loans

at fixed interest rates. If it seems necessary, the Company shall hedge against interest rate risk when entering relevant transactions.

Rising interest rates will increase the Group’s debt service costs, which will reduce the return on investment. If considered necessary,

the Group will manage interest rate risk by entering financial derivatives’ contracts.

19.5. THE MAIN INDICATIONS ABOUT INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS RELATED TO THE

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The Audit Committee supervises preparation of the consolidated financial statements. Systems of internal control and financial risk

management and how the Company follows legal acts that regulate preparation of consolidated financial statements.

The Management Company of INVL Baltic Real Estate is responsible for the supervision and final review of the consolidated financial

statements. To order to manage these functions properly, the Management Company is using an external provider of relevant

services. Management Company, together with the accounting service provider constantly reviews International Financial Reporting

Standards (IFRS) in order to implement in time IFRS changes, analyses Company’s and group’s significant deals, ensures collecting

information from the group’s companies and timely and fair preparation of this information for the financial statements, periodically

informs the Board of the Management Company about the preparation process of financial statements.

Accounting of all the Company Group‘s entities is provided by the same external accounting service provider (Invalda INVL AB) by

using the unified accounting system, the standard chart of accounts and by applying unified accounting principles. Standardized

data collection files prepared by Excel program are used for preparation of consolidated numbers. It also facilitates the automatic

reconciliation and elimination of balances and transactions between subsidiaries in the preparation of consolidated accounts. Internal

control of the financial numbers of the Group’s entities and of the Group financial statements during the reporting period was

provided by chief financier of the Management Company.

19.6. INFORMATION ON FINANCIAL RISK MANAGEMENT OBJECTIVES USED FOR HEDGING MEASURES WHICH

HEDGE ACCOUNTING AND OF PRICE RISK, CREDIT RISK, LIQUIDITY RISK AND CASH FLOW RISK WHERE THE

COMPANY GROUP USES FINANCIAL INSTRUMENTS AND IS AN IMPORTANT EVALUATION OF THE PROPERTY, OWN

CAPITAL, LIABILITIES, REVENUE AND EXPENSES.

The information is disclosed in Note 3 to the consolidated and the Company's 2022 financial statements.

20. Issuer’s and its group companies’ non – financial results. Information related to social responsibility.

environment, including climate action, employees, anti-corruption, and anti-bribery issues, including

bribery of foreign officials when concluding international business transactions

20.1. RESPONSIBLE BUSINESS ACTIONS IN THE COMPANY

The management of the Company is transferred to the asset management company INVL Asset Management, which applies the

Policy of Equal Opportunities in its activities. The Policy specifies that the Company organizes its activities in a way that employees,

despite of their duties and the need to upgrade their qualifications, are secure about equal working conditions, opportunities to

develop competence, etc. Equally, the same benefits are granted regardless of the gender, race, nationality, language, origin, social

status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having children's

or membership of the political party or association.

INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017.

The PRI, founded in 2006, is a global network of over 1,700 investors, aims to assess the investment implications of environmental,

social and governance (ESG) factors. An economically efficient, sustainable global financial system is considered a necessity for

long-term value creation. Investors who support the PRI voluntarily work to apply the principles in their investment activities.

Six specific responsible investment Principles are outlined by the PRI. They provide a menu of possible actions for incorporating

ESG issues into investment practice – from investment analysis and decision-making to their incorporation into ownership policies

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and practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the investment

industry and to work together for their effective implementation.

20.2. EMPLOYEES

At the end of 2022, as well as in 2021, 2020, 2019, 2018, 2017 and in 2016 INVL Baltic Real Estate did not have any employees.

The management of the Company were transferred to the Management Company.

There were 10 employees working at INVL Baltic Real Estate portfolio companies on 31 December 2022, 10 – in 2021, 9 – in 2020,

11- in 2019, 8 - employees – in 2018, 6 employees – in 2017, 4 employees – in 2016 and 2015. Number of employees in the

portfolio companies has changed in 2018 due to the concluded administrative agreement between the Company's portfolio company

UAB Proprietas and the Company itself, also because of the need to perform administrative services.

20.3. ENVIRONMENTAL PROTECTION AND ACTIONS REGARDING CLIMATE CHANGE

Talent Garden Vilnius among Company's real estate portfolio pays special attention to environmental protection. Talent Garden

Vilnius is a coworking space located at Vilniaus str 33 and managed by the Company. Opened in 2019, the coworking space

incorporates the latest in ventilation, air conditioning, heating and indoor lighting technologies to save energy. The facility actively

collects waste, uses smart water and electrical appliances that conserve natural resources.

The Company is not committed to achieving climate change goals, but assesses and, if necessary, takes appropriate actions to

manage risks related to climate issues. The Company is improving its processes and regularly reviews opportunities to address and

meet specific climate change targets.

20.4. INFORMATION ABOUT ACTIVITIES OF THE ISSUER AND COMPANIES COMPRISING THE ISSUER’S GROUP IN

THE FIELD OF RESEARCH AND DEVELOPMENT

INVL Baltic Real Estate did not deliver major research and expansion projects in 2022.

20.5. FIGHT AGAINST CORRUPTION AND BRIBERY

In order to reduce the risk of external and internal bribery, the Company applies internal procedures that ensure the transparency

of operations by preventing the possibility of involvement in criminal offences. The Company expects appropriate behaviour from

its employees and partners, however it cannot assess the diversity of all possible situations.

The management of the company is transferred to the Management Company. In its activities, the latter has approved the Code of

Ethics, which establishes the general standards of ethical of the Management Company, which the employees of the Management

Company must comply with in their activities. This is a set of business conduct guidelines intended to develop employees’ moral

competence, help them understand the organisation’s values, rationally organise their activities, create positive working

relationships, make the right and best decisions based on the principles of business ethics (including intolerable actions related to

bribery of foreign officials (and not only) when concluding international business transactions and other actions related to bribery).

20.6. ADDITIONAL NON - FINANCIAL INFORMATION, THE DISCLOSURE OF SUSTAINABILITY‐RELATED INFORMATION

As the management of the Company has been transferred to the Management Company, the number of employees of which does

not exceed 500 (the number of employees of the Management Company as of 31 December 2022 was 111), and the Company itself

has no employees, the Company is not subject to the requirements for the preparation of a non-financial statement.

According to Regulation (EU) 2019/2088 of the European Parliament and Council on sustainability‐related disclosures in the financial

services sector ("SFDR") and Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of a

framework to facilitate sustainable investment ("Taxonomy"), the financial product must provide information in the periodic report

on how and to what extent the environmental and social features are ensured (Article 8 according to the SFDR) or information on

the environmental objectives to which it contributes and a description on investments in sustainable economic activity (Article 9

according to the SFDR).

The Issuer does not promote environmental and/or social characteristics, nor it has sustainable investment as its objective and

discloses information under Article 6 of SFDR. The investments underlying the Issuer do not consider the European Union criteria

for environmentally sustainable economic activities.

When making investment decisions, the Company currently does not consider the principal adverse impacts of investment decisions

on sustainability factors, as defined in SFDR. In the Company's assessment, the possibilities of information collection are limited.

According to the SFDR, information related to the integration of sustainability requirements in the Company’s investment decisions

and identification of risks related to sustainability is disclosed in the Prospectus (prepared in accordance with the provisions of the

Law on Collective Investment Undertakings of the Republic of Lithuania) of the Company.

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INVL BALTIC REAL ESTATE

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20.7. THE EFFECT OF RUSSIA'S WAR AGAINST UKRAINE AND THE IMPOSED SANCTIONS ON THE ISSUER

The invasion of Russia and the imposed sanctions do not have a direct or indirect impact on the Issuer's strategic directions, goals,

financial results, and financial condition. After the Russian invasion, the Issuer's Business Continuity Plan was revised and updated,

which sets out specific measures to be taken in the event of information system failures.

21. Information about agreements of the Company and its managing bodies, members of the formed

committees, or the employees’ agreements providing for compensation in case of the resignation or in

case they are dismissed without a due reason or their employment is terminated in view of the change

of the control (official offering) of the Company.

There are no agreements of the Members of the Supervisory Board, the Company and the Members of the Board, Members of the

Investment Committee or the employees’ agreements providing for compensation in case of the resignation or in case they are

dismissed without a due reason, or their employment is terminated in view of the change of the control of the company.

22. Significant investments made during the reporting period

Last year, the Company continued the acquisition of real estate objects, which are located at Vilniaus str. 37, Vilnius. On 18 February

2022 a real estate sale and purchase agreement was concluded on the purchase of two garages with part of the land plot at Vilniaus

Street 37 in Vilnius. The Company acquired the real estate from private individuals for a total price of EUR 425,000. On 1 June 2022

a purchase and sale agreement was concluded regarding the acquisition of 100 percent of the shares of UAB RE 1, legal entity code

302622705, which owned non-residential premises – a café – at the address Vilniaus Street 37 in Vilnius. The shares of UAB RE 1

was sold to the Company for a total price of EUR 2,216,151.00. Later, in 2022, UAB RE 1 was reorganized into AB RE 1 and merged

with the Company. These transactions will ensure a smoother implementation of the Company's planned premises redevelopment

and repair plans. On 4 July 2022, Dommo Grupa, a company managed by INVL Baltic Real Estate and developing a 58-hectare

logistics and industrial park near Riga – Dommo Logistics and Industrial Park, has completed the sale of a 3.4-hectare plot of land.

The value of the transaction was 0.4 million euros. The plot of land was purchased by the company Innovative Metals Services,

which develops metal processing activities.

23. Information about significant agreements to which the issuer is a party, which would come into force,

be amended or cease to be valid if there was a change in issuer‘s controlling shareholder, and their effect,

unless, the nature of the arrangements and their disclosure would cause serious harm to the issuer

There are no significant agreements of the Company which would come into force, be amended or cease to be valid if there was a

change in Issuer‘s controlling shareholder.

24. Information about any control systems in the employee share plan that are not exercised directly by

employees

The Company has no employees; therefore, the application of the matter is not relevant.

25. Information on the related parties’ transactions

Information on the related parties’ transactions is disclosed in consolidated annual financial statements’ 18 note of explanatory

notes for the year of 2022.

26. Information on harmful transactions in which the issuer is a party

There were no harmful transactions (those that are not in line with Issuer‘s goals, not under usual market terms, harmful to the

shareholders‘ or stakeholders‘ interests, etc.) made in the name of the issuer that had or potentially could have negative effects in

the future on the issuer‘s activities or business results. There were also no transactions where a conflict of interest was present

between the managing bodies of the Management Company, members of the Investment Committee, controlling shareholders‘ or

other related parties‘ obligations to the issuer and their private interests.

27. References to and additional explanations of the data presented in the annual financial statements

and consolidated financial statements

All data is presented in consolidated and Company’s financial statements of explanatory notes for the year of 2022.

28. Information on Audit Company

The Company has not approved criteria for selection of the audit company. On 27 October 2020, the Extraordinary General

Shareholders’ Meeting of the Company decided to conclude an agreement with UAB PricewaterhouseCoopers to carry out of the

audit of the annual financial statements of the INVL Baltic Real Estate for 2020, 2021, and 2022 years and establish the payment

in the amount of EUR 17,400 per year (VAT will be calculated and paid additionally in accordance with the order established in legal

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

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acts). The amount of remuneration for audit services will be recalculated (increased) every year according to the average annual

inflation of April month of the current year published by the Department of Statistics under the Government of the Republic of

Lithuania, calculated according to the harmonized index of consumer prices (HICP). The Management Company of the Company

reserves the right to increase the remuneration of the audit company by no more than 20 percent annually from the remuneration

paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.

On 9 December 2022, the Extraordinary General Shareholders’ Meeting of the Company decided to set an additional remuneration

of up to EUR 6,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to

the Company’s audit company UAB PricewaterhouseCoopers for the audit services of the annual financial statements for 2022 year

in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December

2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical

standards on the specification of a single electronic reporting format.

Also, on 9 December 2022, the Extraordinary General Shareholders’ Meeting of the Company decided to conclude an agreement

with UAB PricewaterhouseCoopers to carry out of the audit of the annual financial statements of the INVL Baltic Real Estate for

2023 year and establish the payment in the amount of EUR 19,100 per year plus indexation (price increase) based on the average

annual inflation published by the Department of Statistics under the Government of the Republic of Lithuania in April of 2023,

calculated based on the harmonized index of consumer prices (HICP) plus EUR 6,000 for single electronic reporting format (ESEF)

verification (VAT will be calculated and paid additionally in accordance with the order established in legal acts). The Board of the

Management Company of INVL Baltic Real Estate reserves the right to increase the remuneration of the audit company by no more

than 25 percent of the total remuneration approved by this decision if the scope of audit work changes significantly.

In 2022 the accrued cost of audit services was EUR 29,100 after inflation indexation, including ESEF verification (of which EUR

4,000 for ESEF verification for the year 2021).

Audit Company

PricewaterhouseCoopers, UAB

Address of the registered office

J. Jasinskio str. 16B, LT-03163, Vilnius

Code

111473315

Telephone

(+370 5) 239 2300

E-mail

vilnius@lt.pwc.com

Website

www.pwc.com/lt

No internal audit is performed in the Company.

29. Data on the publicly disclosed information

The information publicly disclosed by INVL Baltic Real Estate during 2022 is presented on the Company’s website Company's

website (For investors → Related information). Link: https://bre.invl.com/en/news/).

Table 29.1. Summary of publicly disclosed information

Headline

Message Category

Published

INVL Baltic Real Estate presents design

proposals for reconstruction of an office building

in the Vilnius Old Town

Notification on material event

3 January 2022

Notification on transactions on the Issuer's

securities

Notifications on transactions concluded by

managers of the companies

14 January 2022

Notifications about acquisition and disposal of

voting rights (together with the Company's

shareholder structure after the change of voting

rights)

Acquisition or disposal of a block of shares

14 January 2022

INVL Baltic Real Estate concluded a real estate

sale and purchase agreement

Notification on material event

18 February 2022

Audited results of INVL Baltic Real Estate group

of 2021

Notification on material event

18 March 2022

Announcement of net asset value of INVL Baltic

Real Estate as of 31 December 2021

Notification on material event

18 March 2022

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 101

Headline

Message Category

Published

Regarding the proposal of INVL Baltic Real

Estate to allocate dividends for the year 2021

Notification on material event

18 March 2022

Convocation of the General Ordinary

Shareholders’ Meeting of INVL Baltic Real Estate

and draft resolutions on agenda issue

General meeting of shareholders

18 March 2022

Shareholders of INVL Baltic Real Estate

approved dividends allocation for the year 2021

Notification on material event

12 April 2022

Resolutions of the General Ordinary

Shareholders’ Meeting of INVL Baltic Real Estate

General meeting of shareholders

12 April 2022

Audited annual information of INVL Baltic Real

Estate for 2021

Annual information

12 April 2022

INVL Baltic Real Estate Interim information for 3

months of 2022

Notification on material event

29 April 2022

Announcement of INVL Baltic Real Estate's net

asset value as at 31 March 2022

Notification on material event

29 April 2022

Procedure for the payout of dividends for the

year 2021

Notification on material event

11 May 2022

INVL Baltic Real Estate has increased the credit

limit

Notification on material event

19 May 2022

INVL Baltic Real Estate signed a purchase and

sale agreement

Notification on material event

1 June 2022

INVL Baltic Real Estate acquired shares of UAB

RE 1

Notification on material event

8 June 2022

INVL Baltic Real Estate sells land in Dommo

Logistics and Industrial Park under development

in Latvia

Notification on material event

4 July 2022

Convocation of the General Extraordinary

Shareholders’ Meeting of INVL Baltic Real Estate

and draft resolutions on agenda issue

General meeting of shareholders

1 August 2022

INVL Baltic Real Estate's design proposals

approved for reconstruction of complex in

Vilnius Old Town

Other information

12 August 2022

INVL Baltic Real Estate Interim unaudited

information for 6 months of 2022

Interim information

19 August 2022

Announcement of net asset value of INVL Baltic

Real Estate on 30 June 2022

Notification on material event

19 August 2022

Resolutions of the General Extraordinary

Shareholders’ Meeting of INVL Baltic Real Estate

General meeting of shareholders

23 August 2022

Notice on the terms of the reorganisation of

INVL Baltic Real Estate and AB RE 1

Notification on material event

14 September 2022

INVL Baltic Real Estate unaudited Interim

information for 9 months of 2022

Interim information

31 October 2022

Announcement of net asset value of INVL Baltic

Real Estate on 30 September 2022

Interim information

31 October 2022

Convocation of the General Extraordinary

Shareholders’ Meeting of INVL Baltic Real Estate

and draft resolutions on agenda issue

General meeting of shareholders

17 November 2022

Resolutions of the General Extraordinary

Shareholders’ Meeting of INVL Baltic Real Estate

General meeting of shareholders

9 December 2022

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 102

Headline

Message Category

Published

INVL Baltic Real Estate investor's calendar for

2023

Other information

12 December 2022

INVL Baltic Real Estate signed the amendment

of the Depository Services Agreement

Other information

13 December 2022

Regarding the approval of INVL Baltic Real

Estate prospectus

Other information

13 December 2022

The new wording of the Articles of Association of

INVL Baltic Real Estate was registered

Other information

19 December 2022

Table 29.2. Summary of the notifications on transactions in INVL Baltic Real Estate shares concluded by managers of the Company

during 2022.

Date

Person

Number of

securities

Security

price

(EUR)

Total Value

Of trans-

action (EUR)

Form of

transaction

Type of

transaction

Place of

transaction

Form of

settlement

12 January

2022

Invalda INVL,

1,889,123

2.31

4,363,874.13

sale

share sale-

purchase

XOFF

money

Explanations:

AUTO – automated trade concluded on a regulated market.

XOFF – trade concluded outside the regulated market

Real estate fund manager of the Management Company

INVL Asset Management Vytautas Bakšinskas

(The document is signed with a qualified electronic signature)

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 103

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT

DETAILS

Company

Registration information

Type of activity

Contact details

Rovelija, UAB

Code 302575846

Address – Gynėjų str. 14, Vilnius

Legal form – private limited liability

company

Registration date 20.12.2010

investments into commercial

rental real estate (until March

2020).

From March 2020, carries no

activity after completion of IBC

business centre sale transaction

Tel. +370 5 2790601

breinfo@invl.com

Proprietas, UAB

Code 303252098

Address – Gynėjų str. 14, Vilnius

Legal form – private limited liability

company

Registration date 27.02.2014

investments into commercial

rental real estate

Tel. +370 5 2790601

proprietas@invl.com

DOMMO grupa SIA

Code 40003733866

Address – Lapegles, Stūnīši, Olaines

pag., Olaines nov., LV-2127 Latvia

Legal form – private limited liability

company

Registration date 17.03.2005

investments into commercial

rental real estate

Tel. +370 5 2790601

breinfo@invl.com

DOMMO biznesa parks SIA

Code 40003865398

Address – Lapegles, Stūnīši, Olaines

pag., Olaines nov., LV-2127 Latvia

Legal form – private limited liability

company

Registration date 13.10.2006

investments into commercial

rental real estate

Tel. +370 5 2790601

breinfo@invl.com

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INVL BALTIC REAL ESTATE

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APPENDIX 2. CORPORATE GOVERNANCE CODE

Company, acting in compliance with Article 12 (3) of the Law of the Republic of Lithuania on Securities and paragraph 24.5 of the

Listing Rules of AB Nasdaq Vilnius, hereby discloses how it complies with the Corporate Governance Code for the Companies listed

on Nasdaq Vilnius as well as its specific provisions or recommendations. In case of non-compliance with this Code or some of its

provisions or recommendations, the specific provisions or recommendations that are not complied with must be indicated and the

reasons for such non-compliance must be specified. In addition, other explanatory information indicated in this form is provided.

1. Summary of the Corporate Governance Report:

The management of INVL Baltic Real Estate was transferred to the Management Company INVL Asset Management on 22 December

2016 as soon as the Central Bank of the Republic of Lithuania granted special closed-ended type real estate investment company

INVL Baltic Real Estate the license of closed-ended type investment company. The rights and duties of the Board and the head of

the Company were also transferred to the Management Company. From 26 July 2021, the Company has a collegial supervisory

body – the Supervisory Board. The Company’s management body is not formed.

The Management Company is responsible for convocation and organisation of the General Meeting of Shareholders of the Company,

giving notices about publicly not disclosed information under the procedure set by legal acts, organisation of activities of the

Company, proper management of information about activities of the Company and performance of other functions assigned to the

Management Company.

In the Management company, ensuring the management of INVL Baltic Real Estate, there is a manager, a Board, by whose decision

was established the Investment Committee, as well as the Supervisory Board, established by the decision of the Company's

shareholders (more about the competencies of the management bodies, formation and procedure of work is set in the IV section

“Issuer’s Managing Bodies” of the report).

The information concerning the compliance with the Governance code after INVL Baltic Real Estate received the license of closed-

ended type investment company is provided below.

2. Structured table for disclosure:

PRINCIPLES/ RECOMMENDATIONS

YES/NO/

NOT APPLICABLE

COMMENTARY

Principle 1: General Meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights

The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance

framework should protect the rights of shareholders.

1.1. All shareholders should be provided with access

to the information and/or documents established

in the legal acts on equal terms. All shareholders

should be furnished with equal opportunity to

participate in the decision-making process where

significant corporate matters are discussed.

YES

The Company discloses all regulated information

(including notices on convening General

Shareholders’ Meeting) through the news

distribution platform of AB Nasdaq Vilnius. This

ensures that this information is available to the

widest possible audience in the Republic of

Lithuania and other EU countries. Information is

provided simultaneously in both Lithuanian and

English. The Company publishes information

before or after the trading session of Nasdaq

Vilnius AB.

The Company timely updates the information on

its website and complies with the requirements of

Part 5 of the Information Disclosure Guidelines

“On the Publication of Regulated and Other

Information on the Issuer's Website” approved by

the decision of the Supervisory Authority of the

Bank of Lithuania.

All shareholders have equal rights to participate in

the General Shareholders’ Meeting of the

Company.

1.2. It is recommended that the company’s capital

should consist only of the shares that grant the

same rights to voting, ownership, dividend and

other rights to all of their holders.

YES

The shares constituting the authorized capital of

the Company grant equal rights to all shareholders

of the Company.

1.3. It is recommended that investors should have

access to the information concerning the rights

attached to the shares of the new issue or those

issued earlier in advance, i.e. before they

purchase shares.

YES

The rights of the shareholders are described in the

Articles of Association of the Company, which are

publicly announced on the Company's website and

in the section “Rights and obligations granted by

the Shares” of the Company's annual report.

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1.4. Exclusive transactions that are particularly

important to the company, such as transfer of all

or almost all assets of the company which in

principle would mean the transfer of the

company, should be subject to approval of the

general meeting of shareholders.

Due to the nature of the Company's activities, the

Management Company is responsible for making

the Company's investment decisions (decisions

regarding the acquisition and sale of the

Company's assets).

1.5. Procedures for convening and conducting a

general meeting of shareholders should provide

shareholders with equal opportunities to

participate in the general meeting of

shareholders and should not prejudice the rights

and interests of shareholders. The chosen

venue, date and time of the general meeting of

shareholders should not prevent active

participation of shareholders at the general

meeting. In the notice of the general meeting of

shareholders being convened, the company

should specify the last day on which the

proposed draft decisions should be submitted at

the latest.

YES

Shareholders are informed about convening of the

General Meetings of Shareholders in accordance

with the requirements of legislation and the

Company’s Articles of Association – adhering to

the notification deadlines and methods and means

of announcement. The opportunity to participate

in the Meeting is supplemented by the option of

voting by ballot or authorizing another person to

represent the shareholder. The General Meeting of

Shareholders is always held at the Company’s

headquarters. In the notice of the General Meeting

of Shareholders being convened, the Company

does not restrict the right of shareholders to

submit new draft decisions either before or during

the meeting, and this is clearly stated in the notice

of the General Meeting of Shareholders being

convened in both Lithuanian and English.

1.6. With a view to ensure the right of shareholders

living abroad to access the information, it is

recommended, where possible, that documents

prepared for the general meeting of

shareholders in advance should be announced

publicly not only in Lithuanian language but also

in English and/or other foreign languages in

advance. It is recommended that the minutes of

the general meeting of shareholders after the

signing thereof and/or adopted decisions should

be made available publicly not only in Lithuanian

language but also in English and/or other foreign

languages. It is recommended that this

information should be placed on the website of

the company. Such documents may be

published to the extent that their public

disclosure is not detrimental to the company or

the company’s commercial secrets are not

revealed.

YES

All documents and information relevant to the

Company's General Shareholders’ Meeting,

including the notice of the convened meeting,

draft resolutions, draft resolutions of the meeting

are public and simultaneously published in

Lithuanian and English through the Nasdaq Vilnius

regulated notice distribution system and

additionally published on the Company's website

in the Regulated Information sections and

Shareholders' Meetings.

1.7. Shareholders who are entitled to vote should be

furnished with the opportunity to vote at the

general meeting of shareholders both in person

and in absentia. Shareholders should not be

prevented from voting in writing in advance by

completing the general voting ballot.

YES

Shareholders of the Company may exercise their

right to vote in the General Meeting of

Shareholders in person or through a

representative upon issuance of proper proxy or

having concluded an agreement on the transfer of

their voting rights in the manner compliant with

the legal regulations, also the shareholder may

vote by completing the General Voting Ballot in

the manner provided by the Law on Companies.

1.8. With a view to increasing the shareholders’

opportunities to participate effectively at general

meetings of shareholders, it is recommended

that companies should apply modern

technologies on a wider scale and thus provide

shareholders with the conditions to participate

and vote in general meetings of shareholders via

electronic means of communication. In such

cases the security of transmitted information

must be ensured and it must be possible to

identify the participating and voting person.

YES

In accordance with the provisions of legal acts, the

Company must enable shareholders to participate

in the General Meeting of Shareholders and vote

by means of electronic communication, as well as

submit a voting instruction when it is required by

shareholders whose shares hold at least 1/10 of

all votes.

1.9. It is recommended that the notice on the draft

decisions of the general meeting of shareholders

being convened should specify new candidatures

of members of the collegial body, their proposed

remuneration and the proposed audit company if

YES

If these issues are on the agenda of the General

Meeting of Shareholders, all required information

on the proposed collegial body, it’s members or

audit company are specified in the draft decisions

of the General Meeting of Shareholders.

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 106

these issues are included into the agenda of the

general meeting of shareholders. Where it is

proposed to elect a new member of the collegial

body, it is recommended that the information

about his/her educational background, work

experience and other managerial positions held

(or proposed) should be provided.

1.10. Members of the company’s collegial

management body, heads of the administration

or other competent persons related to the

company who can provide information related to

the agenda of the general meeting of

shareholders should take part in the general

meeting of shareholders. Proposed candidates to

member of the collegial body should also

participate in the general meeting of

shareholders in case the election of new

members is included into the agenda of the

general meeting of shareholders.

YES

Representatives of the Company's Management

Company always attend the Company's General

Meeting of Shareholders, i.e., a member of the

Board or a member of the Investment Committee

or a person responsible for the Company's

financial statements.

Principle 2: Supervisory board

2.1. Functions and liability of the supervisory board

The supervisory board of the company should ensure representation of the interests of the company and its shareholders,

accountability of this body to the shareholders and objective monitoring of the company’s operations and its management bodies

as well as constantly provide recommendations to the management bodies of the company.

The supervisory board should ensure the integrity and transparency of the company’s financial accounting and control system.

2.1.1. Members of the supervisory board should act in

good faith, with care and responsibility for the benefit

and in the interests of the company and its

shareholders and represent their interests, having

regard to the interests of employees and public

welfare.

YES

The Supervisory Board acts in good faith for the

benefit of the Company and its shareholders.

2.1.2. Where decisions of the supervisory board may

have a different effect on the interests of the

company’s shareholders, the supervisory board should

treat all shareholders impartially and fairly. It should

ensure that shareholders are properly informed about

the company’s strategy, risk management and control,

and resolution of conflicts of interest.

YES

The Supervisory Board treats all shareholders

fairly and impartially.

2.1.3. The supervisory board should be impartial in

passing decisions that are significant for the

company’s operations and strategy. Members of the

supervisory board should act and pass decisions

without an external influence from the persons who

elected them.

YES

The Supervisory Board is independent in passing

decisions.

2.1.4. Members of the supervisory board should

clearly voice their objections in case they believe that

a decision of the supervisory board is against the

interests of the company. Independent

members of

the supervisory board should: a) maintain

independence of their analysis and decision-making;

b) not seek or accept any unjustified privileges that

might compromise their independence.

YES

The Supervisory Board members are impartial in

passing decisions and clearly voice their will

regarding the decisions passed.

2.1.5. The supervisory board should oversee that the

company’s tax planning strategies are designed and

implemented in accordance with the legal acts in order

to avoid faulty practice that is not related to the long-

term interests of the company and its shareholders,

which may give rise to reputational, legal or other

risks.

NOT APPLICABLE

The Company is a non-taxable entity.

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.

For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria of unrelated parties defined in Article 31(7)

and (8) of the Law on Companies of the Republic of Lithuania.

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INVL BALTIC REAL ESTATE

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2.1.6. The company should ensure that the

supervisory board is provided with sufficient resources

(including financial ones) to discharge their duties,

including the right to obtain all the necessary

information or to seek independent professional advice

from external legal, accounting or other experts on

matters pertaining to the competence of the

supervisory board and its committees.

YES

The Supervisory Board is provided with all

necessary information.

2.2. Formation of the supervisory board

The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective and

fair corporate governance.

2.2.1. The members of the supervisory board elected

by the general meeting of shareholders should

collectively ensure the diversity of qualifications,

professional experience and competences and seek for

gender equality. With a view to maintain a proper

balance between the qualifications of the members of

the supervisory board, it should be ensured that

members of the supervisory board, as a whole, should

have diverse knowledge, opinions and experience to

duly perform their tasks.

YES

The members of the Supervisory Board elected by

the General Meeting of Shareholders of the

Company ensure the diversity of qualifications,

professional experience and competences, and the

Supervisory Board consists of members with

appropriate implementation of gender equality

2.2.2. Members of the supervisory board should be

appointed for a specific term, subject to individual re-

election for a new term in office in order to ensure

necessary development of professional experience.

YES

According to the Articles of Association of the

Company, the Supervisory Board is elected by the

General Meeting of Shareholders for a period of 4

years, i.e., the maximum period permitted by the

legislation of the Republic of Lithuania.

2.2.3. Chair of the supervisory board should be a

person whose current or past positions constituted no

obstacle to carry out impartial activities. A former

manager or management board member of the

company should not be immediately appointed as

chair of the supervisory board either. Where the

company decides to depart from these

recommendations, it should provide information on

the measures taken to ensure impartiality of the

supervision.

YES

Chair of the Supervisory Board is a person whose

current or past positions constitute no obstacles to

carry out impartial activities.

2.2.4. Each member should devote sufficient time and

attention to perform his duties as a member of the

supervisory board. Each member of the supervisory

board should undertake to limit his other professional

obligations (particularly the managing positions in

other companies) so that they would not interfere with

the proper performance of the duties of a member of

the supervisory board. Should a member of the

supervisory board attend less than a half of the

meetings of the supervisory board throughout the

financial year of the company, the shareholders of the

company should be notified thereof.

YES

Each member devotes sufficient time and

attention to perform their duties as a member of

the Supervisory Board and their other professional

obligations do not interfere with the proper

performance of the duties of a member of the

Supervisory Board.

2.2.5. When it is proposed to appoint a member of the

supervisory board, it should be announced which

members of the supervisory board are deemed to be

independent. The supervisory board may decide that,

despite the fact that a particular member meets all the

criteria of independence, he/she cannot be considered

independent due to special personal or company-

related circumstances.

YES

The Company submitted to the shareholders

received proposals concerning the candidates for

the members of the Supervisory Board with

additional references to their independence.

2.2.6. The amount of remuneration to members of the

supervisory board for their activity and participation in

meetings of the supervisory board should be approved

by the general meeting of shareholders.

YES

According to the decision of the General Meeting

of the Shareholders of the Company hold on 29

April 2021 it was set the hourly remuneration of

the elected independent member of the

Supervisory Board at EUR 145 per hour. The other

Members of the Supervisory Board do not receive

remuneration for these duties.

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2.2.7. Every year the supervisory board should carry

out an assessment of its activities. It should include

evaluation of the structure of the supervisory board,

its work organization and ability to act as a group,

evaluation of the competence and work efficiency of

each member of the supervisory board, and evaluation

whether the supervisory board has achieved its

objectives. The supervisory board should, at least

once a year, make public respective information about

its internal structure and working procedures.

YES

The Supervisory Board conducts an evaluation of

its activities once a year. The evaluation of the

performance of the Supervisory Board is carried

out by the members of the Supervisory Board

filling in the self-evaluation form of the

Supervisory Board's performance approved by the

Supervisory Board.

Principle 3: Management Board

3.1. Functions and liability of the management board

The management board should ensure the implementation of the company’s strategy and good corporate governance with due

regard to the interests of its shareholders, employees and other interest groups.

3.1.1. The management board should ensure the

implementation of the company’s strategy approved

by the supervisory board if the latter has been formed

at the company. In such cases where the supervisory

board is not formed, the management board is also

responsible for the approval of the company’s

strategy.

NOT APPLICABLE

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The company has a

Supervisory Board.

The Company's investment strategy is provided

for in the Company's Articles of Association. The

Management Company of the Company is

responsible for the implementation of the

investment strategy.

3.1.2. As a collegial management body of the

company, the management board performs the

functions assigned to it by the Law and in the articles

of association of the company, and in such cases

where the supervisory board is not formed in the

company, it performs inter alia the supervisory

functions established in the Law. By performing the

functions assigned to it, the management board

should take into account the needs of the company’s

shareholders, employees and other interest groups by

respectively striving to achieve sustainable business

development.

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

The Management Company of the Company is

responsible for convocation and organisation of

the General Meeting of Shareholders, giving

notices about publicly not disclosed information

under the procedure set by legal acts, organisation

of activities of the Company, proper management

of information about activities of the Company and

performance of other functions assigned to the

Management Company.

There is a Supervisory Board formed in the

Company.

3.1.3. The management board should ensure

compliance with the laws and the internal policy of the

company applicable to the company or a group of

companies to which this company belongs. It should

also establish the respective risk management and

control measures aimed at ensuring regular and direct

liability of managers.

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

The compliance with the laws and the provisions

of the Company's internal policies is ensured by

the Management Company and its employees.

Supervised by the Supervisory Board.

3.1.4. Moreover, the management board should

ensure that the measures included into the OECD

Good Practice Guidance

on Internal Controls, Ethics

and Compliance are applied at the company in order

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance:

https://www.oecd.org/daf/anti-bribery/44884389.pdf

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to ensure adherence to the applicable laws, rules and

standards.

Officer of the Company. The Company has a

Supervisory Board.

The Management Company of the Company has

approved the Code of Ethics, which establishes the

ethical standards relevant to the activities of the

Company.

3.1.5. When appointing the manager of the company,

the management board should take into account the

appropriate balance between the candidate’s

qualifications, experience and competence.

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The company has a

Supervisory Board.

The managers and investment decision-makers of

the Management Company must be of sufficiently

good repute and have sufficient work experience

to ensure sound and transparent management.

The candidatures of all managers and investment

decision-makers of the Company's Management

Company have been approved by the Bank of

Lithuania.

3.2. Formation of the management board

3.2.1.The members of the management board elected

by the supervisory board or, if the supervisory board

is not formed, by the general meeting of shareholders

should collectively ensure the required diversity of

qualifications, professional experience and

competences and seek for gender equality. With a

view to maintain a proper balance in terms of the

current qualifications possessed by the members of

the management board, it should be ensured that the

members of the management board would have, as a

whole, diverse knowledge, opinions and experience to

duly perform their tasks.

NOT APPLICABLE

Due to the specifics of the Company's activities,

the General Meeting of Shareholders of the

Company does not elect the members of the Board

of the Management Company.

The managers and investment decision-makers of

a Management Company must be of sufficiently

good repute and have sufficient work experience

to ensure sound and transparent management.

The candidatures of all managers and investment

decision-makers of the Company's Management

Company should be approved by the Bank of

Lithuania.

3.2.2.Names and surnames of the candidates to

become members of the management board,

information on their educational background,

qualifications, professional experience, current

positions, other important professional obligations and

potential conflicts of interest should be disclosed

without violating the requirements of the legal acts

regulating the handling of personal data at the

meeting of the supervisory board in which the

management board or individual members of the

management board are elected. In the event that the

supervisory board is not formed, the information

specified in this paragraph should be submitted to the

general meeting of shareholders. The management

board should, on yearly basis, collect data provided in

this paragraph on its members and disclose it in the

company’s annual report.

Due to the specifics of the Company's activities,

the General Meeting of Shareholders of the

Company does not elect the members of the Board

of the Management Company.

Information about the education, qualification,

professional experience, and participation in the

management of other companies of the managers

of the Management Company and members of the

Investment Committee of the Company is

presented in the annual report of the Company.

3.2.3.All new members of the management board

should be familiarized with their duties and the

structure and operations of the company.

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company.

All member of the Board of the Management

Company are familiarized with their duties, the

structure of the Management Company and the

Company and operations of the Company.

3.2.4.Members of the management board should be

appointed for a specific term, subject to individual re-

election for a new term in office in order to ensure

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

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necessary development of professional experience and

sufficiently frequent reconfirmation of their status.

functions of the Board and the Chief Executive

Officer of the Company.

The members of the Board of the Company's

Management Company are elected for a 4-year

term, with the possibility of being individually re-

elected for a new term.

3.2.5.Chair of the management board should be a

person whose current or past positions constitute no

obstacle to carry out impartial activity. Where the

supervisory board is not formed, the former manager

of the company should not be immediately appointed

as chair of the management board. When a company

decides to depart from these recommendations, it

should furnish information on the measures it has

taken to ensure the impartiality of supervision.

Due to the specifics of the Company's activities,

the General Meeting of Shareholders of the

Company does not elect the members of the Board

of the Management Company, whose elect the

Chairman of the Board of the Management

Company.

3.2.6. Each member the management board should

give sufficient time and attention to perform the duties

of a member of the Board. If a member of the

management Board participated in less than half of

the board meetings during the financial year of the

Company, the Company's Supervisory Board should be

informed if the Supervisory Board is not formed in the

Company - the General Shareholder Meeting.

Due to the specifics of the Company's activities,

attendance of the Management Company's Board

meetings is not recorded in the Annual report of

the Company.

The Company discloses information on the

number of the Company’s Investment Committee

meetings.

3.2.7. In the event that the management board is

elected in the cases established by the Law where the

supervisory board is not formed at the company, and

some of its members will be independent

, it should be

announced which members of the management board

are deemed as independent. The management board

may decide that, despite the fact that a particular

member meets all the criteria of independence

established by the Law, he/she cannot be considered

independent due to special personal or company-

related circumstances.

Due to Company‘s management specifics,

independency criteria is not applicable to the

managers of the Management Company.

3.2.8. The general meeting of shareholders of the

company should approve the amount of remuneration

to the members of the management board for their

activity and participation in the meetings of the

management board.

The management fee, payable to the Management

Company is disclosed in the Annual Report of the

Company, according to the valid management

agreement between the Company and the

Management Company.

The managers of the Management Company and

appointed members of the Investment Committee

receive renumeration according to the

employment contract signed between them and

the Management Company.

3.2.9.The members of the management board should

act in good faith, with care and responsibility for the

benefit and the interests of the company and its

shareholders with due regard to other stakeholders.

When adopting decisions, they should not act in their

personal interest; they should be subject to no-

compete agreements and they should not use the

business information or opportunities related to the

company’s operations in violation of the company’s

interests.

The duty of the Company's Management Company

to act honestly, fairly and professionally on the

best terms and conditions for the Company and its

shareholders and to ensure market integrity is

enshrined in the Company's Articles of

Association.

3.2.10. Every year the management board should

carry out an assessment of its activities. It should

include evaluation of the structure of the management

board, its work organization and ability to act as a

group, evaluation of the competence and work

efficiency of each member of the management board,

and evaluation whether the management board has

achieved its objectives. The management board

Due to Company‘s management specifics, the

managers of the Management Company do not

carry out assessment of its activities.

For the purposes of this Code, the criteria of independence of the members of the board are interpreted as the criteria of unrelated persons defined in Article 33(7) of the Law on

Companies of the Republic of Lithuania.

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should, at least once a year, make public respective

information about its internal structure and working

procedures in observance of the legal acts regulating

the processing of personal data.

Principle 4: Rules of procedure of the supervisory board and the management board of the company

The rules of procedure of the supervisory board, if it is formed at the company, and of the management board should ensure

efficient operation and decision-making of these bodies and promote active cooperation between the company’s management

bodies.

4.1. The management board and the supervisory

board, if the latter is formed at the company, should

act in close cooperation in order to attain benefit for

the company and its shareholders. Good corporate

governance requires an open discussion between the

management board and the supervisory board. The

management board should regularly and, where

necessary, immediately inform the supervisory board

about any matters significant for the company that are

related to planning, business development, risk

management and control, and compliance with the

obligations at the company. The management board

should inform he supervisory board about any

derogations in its business development from the

previously formulated plans and objectives by

specifying the reasons for this.

YES/NO

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

The Board of the Management Company and

Investment Committee closely cooperates with

the members of the Supervisory Board of the

Company.

4.2. It is recommended that meetings of the

company’s collegial bodies should be held at the

respective intervals, according to the pre-approved

schedule. Each company is free to decide how often

meetings of the collegial bodies should be convened

but it is recommended that these meetings should be

convened at such intervals that uninterruptable

resolution of essential corporate governance issues

would be ensured. Meetings of the company’s collegial

bodies should be convened at least once per quarter.

YES/NO

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

Meetings of the Management Company's Board

and the Company's Supervisory Board are held at

such intervals as to ensure uninterrupted

resolution of essential issues of the Company's

management and supervision.

4.3. Members of a collegial body should be notified of

the meeting being convened in advance so that they

would have sufficient time for proper preparation for

the issues to be considered at the meeting and a

fruitful discussion could be held and appropriate

decisions could be adopted. Along with the notice of

the meeting being convened all materials relevant to

the issues on the agenda of the meeting should be

submitted to the members of the collegial body. The

agenda of the meeting should not be changed or

supplemented during the meeting, unless all members

of the collegial body present at the meeting agree with

such change or supplement to the agenda, or certain

issues that are important to the company require

immediate resolution.

YES/NO

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

The Board of the Management Company and the

Supervisory Board of the Company are notified of

the meeting being convened and all materials

relevant to the issues on the agenda of the

meeting are submitted to them.

4.4. In order to coordinate the activities of the

company’s collegial bodies and ensure effective

decision-making process, the chairs of the company’s

collegial supervision and management bodies should

mutually agree on the dates and agendas of the

meetings and close cooperate in resolving other

matters related to corporate governance. Meetings of

the company’s supervisory board should be open to

members of the management board, particularly in

such cases where issues concerning the removal of the

management board members, their responsibility or

remuneration are discussed.

YES/NO

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

When the Board of the Management Company and

the Supervisory Board of the Company have to

speak on the same issue, their meetings are

coordinated.

Principle 5: Nomination, remuneration and audit committees

5.1. Purpose and formation of committees

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The committees formed at the company should increase the work efficiency of the supervisory board or, where the supervisory

board is not formed, of the management board which performs the supervisory functions by ensuring that decisions are based on

due consideration and help organise its work in such a way that the decisions it takes would be free of material conflicts of

interest.

Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body

with recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the

collegial body.

5.1.1. Taking due account of the company-related

circumstances and the chosen corporate governance

structure, the supervisory board of the company or, in

cases where the supervisory board is not formed, the

management board which performs the supervisory

functions, establishes committees. It is recommended

that the collegial body should form the nomination,

remuneration and audit committees

NOT APPLICABLE

Due to the Company’s management type and an

absence of employees, the Nomination and

Remuneration Committees are not formed. Audit

Committee members are elected by the General

Meeting of Shareholders.

5.1.2. Companies may decide to set up less than three

committees. In such case companies should explain in

detail why they have chosen the alternative approach,

and how the chosen approach corresponds with the

objectives set for the three different committees.

5.1.3. In the cases established by the legal acts the

functions assigned to the committees formed at

companies may be performed by the collegial body

itself. In such case the provisions of this Code

pertaining to the committees (particularly those

related to their role, operation and transparency)

should apply, where relevant, to the collegial body as

a whole.

5.1.4. Committees established by the collegial body

should normally be composed of at least three

members. Subject to the requirements of the legal

acts, committees could be comprised only of two

members as well. Members of each committee should

be selected on the basis of their competences by

giving priority to independent members of the collegial

body. The chair of the management board should not

serve as the chair of committees.

5.1.5. The authority of each committee formed should

be determined by the collegial body itself. Committees

should perform their duties according to the authority

delegated to them and regularly inform the collegial

body about their activities and performance on a

regular basis. The authority of each committee

defining its role and specifying its rights and duties

should be made public at least once a year (as part of

the information disclosed by the company on its

governance structure and practice on an annual

basis). In compliance with the legal acts regulating the

processing of personal data, companies should also

include in their annual reports the statements of the

existing committees on their composition, the number

of meetings and attendance over the year as well as

the main directions of their activities and performance.

5.1.6. With a view to ensure the independence and

impartiality of the committees, the members of the

collegial body who are not members of the committees

should normally have a right to participate in the

meetings of the committee only if invited by the

committee. A committee may invite or request that

certain employees of the company or experts would

participate in the meeting. Chair of each committee

The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements of the Republic of Lithuania provides

that public-interest entities (including but not limited to public limited liability companies whose securities are traded on a regulated market of the Republic of Lithuania and/or

of any other Member State) are under the obligation to set up an audit committee (the legal acts provide for the exemptions where the functions of the audit committee may

be carried out by the collegial body performing the supervisory functions).

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should have the possibility to maintain direct

communication with the shareholders. Cases where

such practice is to be applied should be specified in

the rules regulating the activities of the committee.

5.2. Nomination committee

5.2.1. The key functions of the nomination committee

should be the following:

1) to select candidates to fill vacancies in the

membership of supervisory and management bodies

and the administration and recommend the collegial

body to approve them. The nomination committee

should evaluate the balance of skills, knowledge and

experience in the management body, prepare a

description of the functions and capabilities required

to assume a particular position and assess the time

commitment expected;

2) assess, on a regular basis, the structure, size and

composition of the supervisory and management

bodies as well as the skills, knowledge and activity

of its members, and provide the collegial body with

recommendations on how the required changes

should be sought;

3) devote the attention necessary to ensure succession

planning.

NOT APPLICABLE

Due to the Company’s management type and an

absence of employees, the Nomination Committee

is not formed.

5.2.2. When dealing with issues related to members of

the collegial body who have employment relationships

with the company and the heads of the administration,

the manager of the company should be consulted by

granting him/her the right to submit proposals to the

Nomination Committee.

5.3. Remuneration committee

The main functions of the remuneration committee

should be as follows:

1) submit to the collegial body proposals on the

remuneration policy applied to members of the

supervisory and management bodies and the heads

of the administration for approval. Such policy

should include all forms of remuneration, including

the fixed-rate remuneration, performance-based

remuneration, financial incentive schemes, pension

arrangements and termination payments as well as

conditions which would allow the company to

recover the amounts or suspend the payments by

specifying the circumstances under which it would

be expedient to do so;

2) submit to the collegial body proposals regarding

individual remuneration for members of the collegial

bodies and the heads of the administration in order

to ensure that they would be consistent with the

company’s remuneration policy and the evaluation

of the performance of the persons concerned;

3) review, on a regular basis, the remuneration policy

and its implementation.

NOT APPLICABLE

Due to the Company’s management type, the

Renumeration Committee is not formed.

5.4. Audit committee

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5.4.1.The key functions of the audit committee are

defined in the legal acts regulating the activities of the

audit committee

YES

In its activities, the Audit Committee of the

Company follows the legal acts regulating the

activities of the Audit Committee, as well as the

regulations of the Audit Committee approved by

the General Meeting of Shareholders of the

Company.

5.4.2.All members of the committee should be

provided with detailed information on specific issues of

the company’s accounting system, finances and

operations. The heads of the company’s administration

should inform the audit committee about the methods

of accounting for significant and unusual transactions

where the accounting may be subject to different

approaches.

YES

The Management Company of the Company

ensures that:

1) the members of the Audit committee are

properly introduced to the activities of the

Company, are provided with complete

information relating to the Company’s specific

accounting, financial and other operational

features;

2) the Audit committee is informed of the

methods used to account for significant and

unusual transactions where the accounting

treatment may be open to different

approaches. The Audit committee is furnished

with complete information on particulars of

accounting, financial and other operations of

the Company;

3) The Audit committee is informed of the work

programme of internal and external auditors,

and should receive internal and external audit

report.

4) etc.

5.4.3.The audit committee should decide whether the

participation of the chair of the management board,

the manager of the company, the chief finance officer

(or senior employees responsible for finance and

accounting), the internal and external auditors in its

meetings is required (and, if required, when). The

committee should be entitled, when needed, to meet

the relevant persons without members of the

management bodies present.

YES

The Audit committee has the right to invite to its

meetings the manager and members (member) of

the Board of the Management Company, the chief

financier, employees responsible for finance,

accounting and treasury issues, external auditors

and other persons, whose presence is admitted

necessary considering questions scheduled for the

Audit committee meeting.

5.4.4.The audit committee should be informed about

the internal auditor’s work program and should be

furnished with internal audit reports or periodic

summaries. The audit committee should also be

informed about the work program of external auditors

and should receive from the audit firm a report

describing all relationships between the independent

audit firm and the company and its group.

YES

The Management Company of the Company

ensures that the audit committee is informed of

the work programme of internal and external

auditors, and should receive internal and external

audit report

5.4.5.The audit committee should examine whether

the company complies with the applicable provisions

regulating the possibility of lodging a complaint or

reporting anonymously his/her suspicions of potential

violations committed at the company and should also

ensure that there is a procedure in place for

proportionate and independent investigation of such

issues and appropriate follow-up actions.

Due to the Company’s management type and

considering that the Company has no employees,

the Audit Committee of the Company does not

examine if the Company complies the functions

stated in 5.4.5.

5.4.6.The audit committee should submit to the

supervisory board or, where the supervisory board is

not formed, to the management board its activity

report at least once in every six months, at the time

that annual and half-yearly reports are approved.

YES / NO

In accordance with the provisions of the Audit

Committee, the Audit Committee submits its

activity reports to the Annual General Meeting of

Shareholders.

Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament and the Council of 16 April 2014 on specific

requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements of the Republic of Lithuania, and the Rules Regulating the

Activities of Audit Committees approved by the Bank of Lithuania.

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Principle 6: Prevention and disclosure of conflicts of interest

The corporate governance framework should encourage members of the company’s supervisory and management bodies to avoid

conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to members of

the supervisory and management bodies.

Any member of the company’s supervisory and

management body should avoid a situation where

his/her personal interests are or may be in conflict

with the company’s interests. In case such a situation

did occur, a member of the company’s supervisory or

management body should, within a reasonable period

of time, notify other members of the same body or the

body of the company which elected him/her or the

company’s shareholders of such situation of a conflict

of interest, indicate the nature of interests and, where

possible, their value.

YES / NO

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

The Management Company must have such an

organisational structure that would help to avoid

conflicts of interest. When it is impossible to avoid

conflicts of interest, the Management Company

must ensure that Shareholders are treated fairly.

Principle 7: Remuneration policy of the company

The remuneration policy and the procedure for review and disclosure of such policy established at the company should prevent

potential conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of the

administration, in addition it should ensure the publicity and transparency of the company’s remuneration policy and its long-term

strategy.

7.1. The company should approve and post the

remuneration policy on the website of the company;

such policy should be reviewed on a regular basis and

be consistent with the company’s long-term strategy.

YES

The Company is subject to the remuneration

policy of the Management Company, which is

approved by the Board of the Management

Company. The Company's Supervisory Board has

a separate remuneration policy, which is approved

by the Company's General Meeting of

Shareholders.

Remuneration policies are reviewed in accordance

with legal requirements.

7.2. The remuneration policy should include all forms

of remuneration, including the fixed-rate

remuneration, performance-based remuneration,

financial incentive schemes, pension arrangements

and termination payments as well as the conditions

specifying the cases where the company can recover

the disbursed amounts or suspend the payments.

YES

The Management Company’s remuneration policy

covers all forms of remuneration that may be paid,

i. ie: fixed part of remuneration, variable part of

remuneration (allocated based on the Company's

and / or employee's performance). The Company

may pay pension contributions to the third pillar

pension funds for the benefit of employees, as well

as non-monetary benefits may be provided to the

Company's employees.

7.3. With a view to avoid potential conflicts of interest,

the remuneration policy should provide that members

of the collegial bodies which perform the supervisory

functions should not receive remuneration based on

the company’s performance.

YES/NO

The Company is subject to the remuneration

policy of the Management Company, which is

approved by the Board of the Management

Company. The Company's Supervisory Board has

a separate remuneration policy, which is approved

by the Company's General Meeting of

Shareholders.

The remuneration of the members of the

Supervisory Board does not depend on the

performance of the company.

7.4. The remuneration policy should provide sufficient

information on the policy regarding termination

payments. Termination payments should not exceed a

fixed amount or a fixed number of annual wages and

in general should not be higher than the non-variable

component of remuneration for two years or the

equivalent thereof. Termination payments should not

be paid if the contract is terminated due to inadequate

performance.

NOT APPLICABLE

The Company is subject to the remuneration

policy of the Management Company, which is

approved by the Board of the Management

Company. The Company's Supervisory Board has

a separate remuneration policy, which is approved

by the Company's General Meeting of

Shareholders.

According to the policies, the Company does not

have the policy of termination payments.

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7.5. In the event that the financial incentive scheme is

applied at the company, the remuneration policy

should contain sufficient information about the

retention of shares after the award thereof. Where

remuneration is based on the award of shares, shares

should not be vested at least for three years after the

award thereof. After vesting, members of the collegial

bodies and heads of the administration should retain a

certain number of shares until the end of their term in

office, subject to the need to compensate for any costs

related to the acquisition of shares.

YES / NO

The Company is subject to the remuneration

policy of the Management Company, which is

approved by the Board of the Management

Company. The Company's Supervisory Board has

a separate remuneration policy, which is approved

by the Company's General Meeting of

Shareholders.

According to the remuneration policy of the

Management Company, which applies for the

Company as well, the part of the variable

remuneration assigned to the employee of the

Management Company (in whole or in part) may

be allocated as the option of Invalda INVL AB at

his choice. Their payment on a pro rata basis is

realized through the attribution of shares (i.e. the

granting or acquisition of the right to acquire the

respective amounts of shares at different terms),

in accordance with the procedure and conditions

established in the option agreements.

7.6. The company should publish information about

the implementation of the remuneration policy on its

website, with a key focus on the remuneration policy

in respect of the collegial bodies and managers in the

next and, where relevant, subsequent financial years.

It should also contain a review of how the

remuneration policy was implemented during the

previous financial year. The information of such nature

should not include any details having a commercial

value. Particular attention should be paid on the major

changes in the company’s remuneration policy,

compared to the previous financial year.

YES

The Company publishes a remuneration report on

its website.

7.7. It is recommended that the remuneration policy

or any major change of the policy should be included

on the agenda of the general meeting of shareholders.

The schemes under which members and employees of

a collegial body receive remuneration in shares or

share options should be approved by the general

meeting of shareholders.

YES/NO

The Company is subject to the remuneration

policy of the Management Company, which is

approved by the Board of the Management

Company. The Company's Supervisory Board has

a separate remuneration policy, This policy and its

amendments are approved by the Company's

General Meeting of Shareholders.

Principle 8: Role of stakeholders in corporate governance

The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements

and encourage active cooperation between companies and stakeholders in creating the company value, jobs and financial

sustainability. In the context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers,

clients, local community and other persons having certain interests in the company concerned.

8.1. The corporate governance framework should

ensure that the rights and lawful interests of

stakeholders are protected.

YES

The Company respects the rights of stakeholders

and their legitimate interests.

8.2. The corporate governance framework should

create conditions for stakeholders to participate in

corporate governance in the manner prescribed by

law. Examples of participation by stakeholders in

corporate governance include the participation of

employees or their representatives in the adoption of

decisions that are important for the company,

consultations with employees or their representatives

on corporate governance and other important matters,

participation of employees in the company’s

authorized capital, involvement of creditors in

corporate governance in the cases of the company’s

insolvency, etc.

YES / NO

The Company has no employees.

The Company provides opportunities for the

Company's investors (shareholders) to

participate in the management of the Company

in accordance with the procedure established by

the Company's Articles of Association and legal

acts.

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8.3. Where stakeholders participate in the corporate

governance process, they should have access to

relevant information.

YES

The Company's investors (shareholders) are

provided with information that is required to be

provided by applicable legislation and other

information relevant to the Shareholders at the

discretion of the Management Company.

8.4. Stakeholders should be provided with the

possibility of reporting confidentially any illegal or

unethical practices to the collegial body performing the

supervisory function.

The Company does not provide possibility of

reporting confidentially any illegal or unethical

practices

Principle 9: Disclosure of information

The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including

the financial situation, operations and governance of the company.

9.1. In accordance with the company’s procedure on

confidential information and commercial secrets and

the legal acts regulating the processing of personal

data, the information publicly disclosed by the

company should include but not be limited to the

following:

YES

The information referred to below in this

recommendation is disclosed in notifications of

material events published through the Nasdaq

Vilnius Information Disclosure System, the

Company’s website, and the Company’s annual

and interim information documents, to the extent

required by legislation and the International

Financial Reporting Standards applicable in the

European Union. The information is also disclosed

in presentations to investors of the Company.

9.1.1. operating and financial results of the company;

YES

Company publishes interim and annual reports.

9.1.2. objectives and non-financial information of the

company;

YES

Company publishes interim and annual reports.

9.1.3. persons holding a stake in the company or

controlling it directly and/or indirectly and/or together

with related persons as well as the structure of the

group of companies and their relationships by

specifying the final beneficiary;

YES

Published on the Company's website.

9.1.4. members of the company’s supervisory and

management bodies who are deemed independent,

the manager of the company, the shares or votes held

by them at the company, participation in corporate

governance of other companies, their competence and

remuneration;

YES / NO

Due to the nature of the Company's activities,

collegial management body is not formed in the

Company. Its management is transferred to the

Management Company, which performs the

functions of the Board and the Chief Executive

Officer of the Company. The Company has a

Supervisory Board.

The Company's website provides information on

the members of the Board of the Company's

Management Company, the General Director,

Company’s Investment Committee members and

the Supervisory Board members.

9.1.5. reports of the existing committees on their

composition, number of meetings and attendance of

members during the last year as well as the main

directions and results of their activities;

YES / NO

The management of the Company is transferred

to the Management Company, which carries the

functions of the Board and the Manager of the

Company.

The Company's website provides information on

the members of the Company's Investment

Committee.

9.1.6. potential key risk factors, the company’s risk

management and supervision policy;

YES

The Company publishes on its website the

general risk factors of the business area in which

the Group operates; group-specific risk factors;

risk factors related to the Company's shares.

9.1.7. the company’s transactions with related parties;

YES

Information is provided in interim

and annual reports.

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9.1.8. main issues related to employees and other

stakeholders (for instance, human resource policy,

participation of employees in corporate governance,

award of the company’s shares or share options as

incentives, relationships with creditors, suppliers, local

community, etc.);

Due to the Company’s management type -

transfer of the Company’s management to the

Management Company – the Company itself does

not have any employees.

9.1.9. structure and strategy of corporate governance;

YES

The Company's strategy is provided for in the

Company's Articles of Association, which are

published on the Company's website.

9.1.10. initiatives and measures of social responsibility

policy and anti-corruption fight, significant current or

planned investment projects.

This list is deemed minimum and companies are

encouraged not to restrict themselves to the

disclosure of information included into this list. This

principle of the Code does not exempt companies from

their obligation to disclose information as provided for

in the applicable legal acts.

The Company is not required to prepare and

publish a non-financial statement.

9.2. When disclosing the information specified in

paragraph 9.1.1 of recommendation 9.1, it is

recommended that the company which is a parent

company in respect of other companies should

disclose information about the consolidated results of

the whole group of companies.

YES

The Company prepares a consolidated report and

consolidated financial statements

9.3. When disclosing the information specified in

paragraph 9.1.4 of recommendation 9.1, it is

recommended that the information on the professional

experience and qualifications of members of the

company’s supervisory and management bodies and

the manager of the company as well as potential

conflicts of interest which could affect their decisions

should be provided. It is further recommended that

the remuneration or other income of members of the

company’s supervisory and management bodies and

the manager of the company should be disclosed, as

provided for in greater detail in Principle 7.

YES

Information about the education, qualification,

professional experience and participation in the

management of other companies of the

managers of the Management Company,

members of the Investment Committee and the

Supervisory Board of the Company is presented

in the annual report of the Company.

The Company also publishes a remuneration

report.

9.4. Information should be disclosed in such manner

that no shareholders or investors are discriminated in

terms of the method of receipt and scope of

information. Information should be disclosed to all

parties concerned at the same time.

YES

The Company publishes all information through

the information disclosure system of the Nasdaq

Vilnius Stock Exchange and on the Company's

website so that it is accessible to everyone and

at the same time.

Principle 10: Selection of the company’s audit firm

The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.

10.1. With a view to obtain an objective opinion on the

company’s financial condition and financial results, the

company’s annual financial statements and the

financial information provided in its annual report

should be audited by an independent audit firm.

YES

The Company is audited by an independent audit

company UAB PricewaterhouseCoopers

10.2. It is recommended that the audit firm would be

proposed to the general meeting of shareholders by

the supervisory board or, if the supervisory board is

not formed at the company, by the management

board of the company.

YES/NO

In 2020, the Management Company of the

Company proposed to the General Meeting of

Shareholders the audit firm, which will audit

annual financial statements of the Company for

2020, 2021, and 2022 years, as the Supervisory

Board of the Company was formed only in 2021.

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10.3. In the event that the audit firm has received

remuneration from the company for the non-audit

services provided, the company should disclose this

publicly. This information should also be available to

the supervisory board or, if the supervisory board is

not formed at the company, by the management

board of the company when considering which audit

firm should be proposed to the general meeting of

shareholders.

YES

The Company undertakes to disclose if the audit

company would have received payment from the

Company for non-audit services provided.

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APPENDIX 3. COMPANY'S MANAGEMENT REPORT

(Prepared in accordance with the Law of the Republic of Lithuania on Financial Reporting by Undertakings (IX-575) in force from 1

January 2022)

1. reference to the applicable corporate governance code and the place of its publication, and (or) reference to the

all necessary published information regarding management practices of the entity

The Company discloses the information regarding the compliance with the applicable Corporate Governance Code in Appendix

2 of the consolidated report of 2022. The Company publishes its annual reports in the website of the Company (Company’s

web site section “For investors” → “Financial information and reports”. The link https://bre.invl.com/en/for-investors/financial-

information-and-reports/).

2. in case of derogation from the provisions of the applicable corporate governance code and (or) when the

provisions are not complied with, such provisions and the reasons thereof shall be indicated

The Company discloses such information in sections “Yes/No/Irrelevant” and “Commentary” of Appendix 2 of the consolidated

report of 2022 “Corporate Governance Code”.

3. information regarding the level of risk and risk management – management of risks related to the financial

reporting, risk mitigation measures, and internal control systems implemented at the entity shall be described

The Company provides information regarding the level of risk, risk management, and implemented internal control systems,

as well as the measures, in Clause 18.6 of the consolidated report of 2022.

4. information regarding significant directly or indirectly managed holdings

The Company provides information regarding the significant directly or indirectly managed holdings in Clause 5 of the financial

statement of 2022.

5. Information regarding transactions with related parties, according to the Law on Companies article 37

(by

specifying the counterparty (legal form, name, code, register of the legal entity in which the person is stored, premises

(address); name, surname, address of the natural person and the value of the transaction);

According to Article 10, part 3 of the Law on Companies, the provisions of Article 37 are not applicable to the transactions

concluded with a subsidiary company, if the owner of all shares is this joint-stock company. In addition, the provisions of Article

37 is not applicable when the transaction or the total amount of such transactions per financial year do not exceed 1/10 of a

joint stock company whose shares are allowed to be traded on the regulated market, the value of the assets specified in the

latest balance sheet. Since all transactions in the Company are either with subsidiaries or does not exceed 1/10 of its asset

value, the details of such transactions are not disclosed.

6. information regarding the shareholders who have special rights of control and the description of such rights

There are no shareholders having special rights of control in the Company.

7. information regarding all current restrictions on voting rights (such as the restrictions on voting rights of persons having

a certain percentage or number of the votes, the deadlines by which voting rights may be exercised or systems, according to

which the property rights granted by the securities are to be separated from the holder of those securities)

No restrictions on voting rights are applied in the Company.

8. information regarding the rules governing the appointment and dismissal of board members, as well as the

amendment of the company’s Articles of Association

The management of the Company is transferred to the Management Company UAB INVL Asset Management which exercises

the functions of the Head and the board of the Company. The Rules of Procedure of the Board are applicable to the board

members of the Management Company. The provisions governing the appointment and dismissal of board members are not

provided for by the aforementioned Rules, except for the possible resignation and procedures related thereof. A person who

seeks to become the Board member of the Management Company shall obtain a prior permit from the Supervision Service of

the Bank of Lithuania (hereinafter – the Bank of Lithuania) to occupy a corresponding post. Moreover, such person shall fill in

the Form of the Questionnaire of the Manager approved by the Bank of Lithuania and comply with the indicated requirements.

According to the Articles of Association of the Company, the Articles of Association of INVL Baltic Real Estate may be amended

by the decision of the General Shareholders’ Meeting, passed by more than 3/4 of votes (except in cases stated in the Law on

Companies of the Republic of Lithuania and in cases stated in Company’s Articles of Association).

9. information regarding the powers of the board members

The management of the Company is transferred to the Management Company UAB INVL Asset Management which exercises

the functions of the Head and the board of the Company. The Board members of the Management Company act in accordance

with the Law on Companies of the Republic of Lithuania, Articles of Association of the Management company, Rules of Procedure

of the Board, as well as other applicable legislation, and have no special powers. The Board members of the Management

Company always act for the benefit of the Company and its shareholders.

10. information regarding the competence of the general meeting of shareholders, the rights of shareholders and

implementation thereof, if such information is not established in the applicable legislation

The Company provides information regarding the competence of the General Meeting of Shareholders, the rights of

shareholders, and implementation thereof, as well as the procedure for convening the meetings of shareholders, in Clause 12.1

of the consolidated annual report of 2022.

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11. information regarding the composition of the management, supervisory bodies, and the committees thereof, as

well as the fields of activity of the aforesaid bodies and the manager of the company

The management of the Company is transferred to the Management Company UAB INVL Asset Management which exercises

the functions of the Head and the Board of the company. There is a Supervisory Board in the Company. The Company provides

information regarding the board members of the Management company, General Manager of the Management Company, the

members of the Investment Committee and the members of the Supervisory Board of the Company in Clause 13 of the

consolidated annual report of 2022.

The board members of the Management Company, General Manager of the Management Company, the members of the

Investment Committee and members of the Supervisory Board of the Company act in accordance with the Rules of Procedure

of the Board, Provisions of the General Manager, Provisions of the Investment Committee and Rules of Procedure of the

Supervisory Board. In addition to this, the board members of the Management Company, General Manager of the Management

Company, the members of the Investment Committee and members of the Supervisory Board always act for the benefit of the

Company and its shareholders.

12. description of diversity policy applicable in appointing the manager of the company, management, and supervisory

bodies, related to the aspects such as age, gender, education, professional experience, objectives of such policy,

methods of implementation thereof, and results of the reference period. if the diversity policy is not applied, the

reasons thereof shall be indicated

This requirement is not applicable to the Company in accordance with Part 2 of Article 23(1) of the Law on Enterprise

Accountability of the Republic of Lithuania.

However, it should be noted, that the management of the Company is transferred to the asset management company INVL

Asset Management, which applies the Policy of Equal Opportunities in its activities. The Policy specifies that the Company

organizes its activities in a way that employees, despite of their duties and the need to upgrade their qualifications, are secure

about equal working conditions, opportunities to develop competence, etc. Equally, the same benefits are granted regardless

of the gender, race, nationality, language, origin, social status, believes or convictions, age, sexual orientation, disability,

ethnicity, religion, marital status, intention of having children's or membership of the political party or association.

INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017.

The PRI, founded in 2006, is a global network of over 1700 investors, aims to assess the investment implications of

environmental, social and governance (ESG) factors. An economically efficient, sustainable global financial system is considered

a necessity for long-term value creation. Investors who support the PRI voluntarily work to apply the principles in their

investment activities.

Six specific responsible investment Principles are outlined by the PRI. They provide a menu of possible actions for incorporating

ESG issues into investment practice – from investment analysis and decision-making to their incorporation into ownership

policies and practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the

investment industry and to work together for their effective implementation.

13. shareholders (their terms and conditions)

The Company's shareholders do not have mutual agreements.

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APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR

FORMULAS AND DEFINITIONS

In according with the guidelines on Alternative Performance Indicators which were published by the European Securities and Markets

Authority in 2015 and came into force on 3 July 2016, the Company provide definitions and formulas (below) of the Company's

operating and financial indicators.

The Company's performance and financial indicators are used to evaluate the Company's financial position or status. For these

indicators, the Company's investor can obtain additional information to help understand the Company's financial position and

strategy.

All the information stated in Appendix 4 is provided on the website of the Company (Company‘s web site section „For Investors“ →

„Financial information and reports“ . The link: https://bre.invl.com/en/for-investors/financial-information-and-reports/)

Dividend yield – dividends attributable to shareholder paid per share for the last financial year divided by the price per share at

the end of a financial period.

The set value of dividends paid per share for the last financial year

Dividend yield = ——————————————————————————————————————

The price per share at the end of a financial period

Dividend yield ratio is a particularly an important valuation measure for investors seeking regular income. The higher the yield,

the higher the payout for the shareholder compared to the price of the share.

Book value per share – Group‘s equity divided by the number of shares, excluding Company’s own shares, at the end of a

financial period.

The Group's equity

Book value per share = ———————————————————————————————————————————————————

The number of shares, excluding the Company's own shares, at the end of a financial period

The book value per common share indicates the remaining value for shareholder after all assets are liquidated and all liabilities

are covered.

Price to Book ratio – ratio between the share price at the end of a financial period and book value per share.

The share price at the end of a financial period

Price to Book ratio = ———————————————————————————————

The book value per share

Price-to-book ratio compares a Companies market value to book value by dividing price per share by book value per share. This

shows how the valuation of the Company is covered by equity.

Dividends/Net profit – ratio between the dividends allocated at the ongoing year for the year before and ongoing year net profit

of the Company.

The dividends allocated at the ongoing year for the year before

Dividends/Net profit = ——————————————————————————————————————

Ongoing year net profit of the Company

The dividend payout ratio is the ratio of the total amount of dividends paid out to shareholders relative to the net income of the

Company. It is the percentage of earnings paid to shareholders in dividends.

Return on Equity (ROE) – ratio between net income and average equity of a financial period, measured in percentage terms.

Net income

Return on Equity (ROE) (measured in percentage terms) = ———————————————————————————

Average equity for a financial period

Return on equity excludes debt in the denominator and compares net profit for the period with total average shareholders’ equity.

It measures the rate of return on shareholders’ investment.

Average equity is an arithmetical average of the beginning equity and ending equity of a financial period.

Average equity = (The beginning equity for the financial period + The ending equity for the financial period) / 2

Return on Assets (ROA) – ratio between net income and average total assets of a financial period, measured in percentage

terms.

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Net income

Return on Assets (ROA) (measured in percentage terms) = ——————————————————————————————

Average total assets for a financial period

Return on assets (ROA) is an indicator of how profitable a Company is relative to its total assets. ROA indicates how efficient a

Company is using its assets to generate earnings.

Average total assets is an arithmetical average of the beginning total assets and ending total assets of a financial period.

Average total assets = (The beginning total assets of a financial period + The ending total assets of a financial period) / 2

Debt ratio – ratio between total liabilities and total assets.

Total liabilities

Debt ratio = ————————————

Total assets

The debt ratio is a financial ratio that measures the extent of a Company’s leverage. It can be interpreted as the proportion of a

Company’s assets that are financed by debt.

Debt to Equity ratio – ratio between total liabilities and Shareholders’ equity.

Total liabilities

Debt to Equity ratio = ——————————————

Shareholders' equity

The debt to Equity ratio is calculated by dividing a Company’s total liabilities by its shareholder equity. The ratio is used to evaluate

a Company's financial leverage.

Gearing ratio – ratio between net debt and sum of net debt and equity. Net debt is the difference between borrowings and cash

and cash equivalents.

Net debt

Gearing ratio = ——————————————

Net debt + equity

Gearing ratio is analysis ratio of a level of net debt compared to equity capital. Lower gearing ratio means greater financial

stability. However, borrowings are a way for Companies to leverage their value to increase profits for shareholders.

Liquidity ratio – ratio between current assets, including assets classified as held for sale, and current liabilities.

Current assets (including assets classified as held for sale)

Liquidity ratio = ————————————————————————————————————

Current liabilities

Liquidity ratio is a financial metric used to determine a debtor's ability to pay off current debt obligations without raising external

capital.

Quick ratio – ratio between current assets (excluding inventories, prepayments and deferred charges and current loans granted)

and current liabilities.

Current assets (excluding inventories, prepayments and deferred charges and current loans granted)

Quick ratio = ————————————————————————————————————————————————————————

Current liabilities

The quick ratio is an indicator of a Company’s short-term liquidity position and measures a Company’s ability to meet its short-

term obligations with its most liquid assets.

Normalized operating profit - operating profit excluding interest income, net gains (losses) from fair value adjustments on

investment property and other income adding the re-estimation of provision for the Performance Fee.

Normalized operating profit = Operating profit – Interest income – Net gains (losses) from fair value adjustments on investment

property – Other income + The re-estimation of provision for the Performance Fee.

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Normalized operating profit is measurement of the companies operating profit and allows viewing operating trends and identifying

strategies to improve operating performance and assists in comparing performance across reporting periods on a consistent basis

by excluding item that are not indicative of the companies core operating performance.

Normalized operating profit margin – ratio between normalized operating profit and sales, measured in percentage terms.

Normalized operating profit

Normalized operating profit margin (measured in percentage terms) = —————————————————————

Sales

Normalized operating profit margin is a operating profit margin excluding item that are not indicative of the companies core

operating performance.

Pre-tax profit margin – ratio between pre-tax profit and sales, measured in percentage terms.

Pre-tax profit

Pre-tax profit margin (measured in percentage terms) = ——————————————

Sales

The pretax profit margin is the ratio of a Company's pre-tax earnings to its total sales. The higher the pretax profit margin, the

more profitable the company.

Price earnings ratio (P/E) – share price at the end of a financial period divided by earnings per share (EPS).

The share price at the end of a financial period

Price earnings ratio (P/E) = —————————————————————————————————

Earnings per share (EPS)

To determine the P/E value, one simply must divide the current stock price by the earnings per share (EPS). It is used to compare

a Company against its own historical record or to compare aggregate markets against one another or over time.

Borrowings to value of investment properties – ratio between borrowings and investment properties.

Borrowings

Borrowings to value of investment properties = ———————————————————

Investment properties

This indicator shows the proportion of the investment assets financed by borrowed funds.

Interest coverage ratio – ratio calculated as normalized operating profit divided by borrowings' interest expenses. The latter

amounted to interest expenses of bank borrowings plus interest expenses of borrowings from related parties.

Normalized operating profit

Interest coverage ratio = ————————————————————

Borrowings' interest expenses*

*Borrowings' interest expenses = Interest expenses of bank borrowings + Interest expenses of borrowings from related parties

The purpose of this ratio is to give an indication of the companies general ability to service the interests of it‘s debts.

Bank’s Debt Service Coverage Ratio – ratio between normalized operating profit and bank’s debt service costs. Bank’s debt

service costs is during reporting period paid interest, commitment fees according to borrowings' agreements and principal

repayments.

Normalized operating profit

Bank's Debt Service Coverage Ratio = ——————————————————————

Bank's debt service cost*

*Bank's debt service cost = Interest paid during reporting period, commitment fees according to borrowings' agreements and

principal repayments.

The purpose of this ratio is to give an indication of the companies general ability to service its debt.

Net operating income is calculated by deducting from revenue premises rent costs (excluding provision for onerous contract),

utilities expenses, repair and maintenance expenses, property management and brokerage costs, taxes on property and insurance

costs.

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Net operating income = Revenue premises rent costs (excluding provision for onerous contract) – Utilities expenses – Repair and

maintenance expenses – Property management and brokerage costs – Taxes on property and insurance costs.

Net operating income is a calculation used to analyze the profitability of real estate investments that generate income. Net

operating income equals all revenue from the property minus all reasonably necessary operating expenses.

Net profit margin – net profit divided by sales, expressed in percentage terms.

Net profit

Net profit margin (measured in percentage terms) = ——————————————————

Sales

The net profitability is equal to how much net income or profit is generated as a percentage of revenue. It illustrates how much

of each euro in revenue collected by a Company translates into profit.

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 126

APPENDIX 5. REMUNERATION REPORT

Brief overview of the Company's activities in 2022

INVL Baltic Real Estate’s consolidated net operating income from its own properties in 2022 amounted to 2.03 million euros or 26

per cent more than in 2021 (1.6 million euros). INVL Baltic Real Estate's consolidated income in 2022 comprised 3.4 million euros

or 25 per cent more than in 2021 (2.7 million euros), the consolidated rental income from own property increased by 13 per cent

to 1.9 million euros.

The group's net profit in 2022 reached 4.2 million euros, the value of assets under management increased by 6.8 million euros in

2022, and at the end of the year amounted to 36.4 million euros. The value of equity at the end of the year reached 23.54 million

euros. The equity value per share was 2.92 euros and increased by 21 per cent (after assessing the dividends paid in 2022) during

the year.

In 2022, the premises managed by INVL Baltic Real Estate were characterised by a high occupancy rate and improving operating

results. In the coming years, we will continue to meet the expectations of our customers and increase the value for investors.

Management of the company

The management of INVL Baltic Real Estate is delegated to UAB INVL Asset Management (hereinafter – “the Management

Company”), which also performs the functions of the Board and Managers of INVL Baltic Real Estate. Given that and taking into

account the fact that INVL Baltic Real Estate has to approve the remuneration policy (hereinafter referred to as the Policy) in

accordance with Article 37

of the Law on Companies of the Republic of Lithuania, it is established that the Company is subject to

the Policy of the Management Company, the provisions of which are adapted in order to reveal as much as possible the transparency

of remuneration of the persons considered to be managers of INVL Baltic Real Estate, the accountability of the management and to

enable the shareholders, potential investors and stakeholders to get a comprehensive and reliable picture of the wages paid to each

manager of INVL Baltic Real Estate. Moreover, from 26 July 2021, the Company has a collegial supervisory body – the Supervisory

Board. The General Meeting of Shareholders, held on 29 April 2021 approved the Remuneration Policy of the Supervisory Board of

the Company. For the purposes of this Report, the General manager of the Management Company, members of the Board of the

Management Company, members of the Investment Committee appointed by the Management Company (hereinafter referred to

as the Management) and the members of the Supervisory Board of the Company (hereinafter referred to as the members of the

Supervisory Board) shall be considered to be managers of INVL Baltic Real Estate.

Official monthly wage

The regular remuneration of the Management includes the official monthly wage, employee fees and additional benefits granted

irrespective of the performance results and paid to all employees meeting the established criteria in accordance with the procedure

in force in the Management Company (e.g. pension contributions to voluntary pension funds). In addition to the official monthly

wage or remuneration received in a different form, a supplementary component may be paid - the variable wage allocated depending

on the fulfilment of the Company's annual business plan and/or budget and the fulfilment of the Management's individual plans and

tasks. The official monthly wage is determined in such a way as to ensure proper proportions between the official monthly wage

and the bonus components. The official monthly wage constitutes a sufficiently high proportion of the total remuneration paid so

that it makes it possible to implement a flexible incentive policy.

According to the decision of the General Meeting of the Shareholders of the Company hold on 29 April 2021 it was set the hourly

remuneration of the elected independent member of the Supervisory Board at EUR 145 per hour. The other Members of the

Supervisory Board do not receive remuneration for these duties.

Bonuses and the procedure for payment thereof

A bonus, including the deferred part thereof, may be granted and/or paid to the Management only in the case of a sustainable

financial situation in the Company, taking into account the Company's performance results, and only if the results of the annual

individual assessment of the Management are positive. In assessing the individual performance results of the Management, non-

financial criteria, such as adherence to internal rules and procedures, communication with clients and investors, compliance with

rules, enhancement of professional qualifications, etc., are also taken into account. If the financial performance results of the

Company in a given year are negative or the Company has failed to achieve the established business objectives, the Company has

the right to make a decision not to pay the bonus or part thereof, or to reduce the amount of previously estimated bonus, as well

as the payment of such amounts earned previously, by defining the period of such non-payment or reduction which may not be

shorter than 1 year. No such adjustment or deferral was applied during the reporting period. Likewise, the Board of the Management

Company is entitled to demand that the Management refunds all or part of the bonus paid to it if it subsequently becomes clear

that the bonus was paid to it as a result of the Management's bad faith or errors in the accounts.

The bonus is paid to Management in accordance with the following payment terms:

• 60% of the bonus amount is paid in a single payment in accordance with the procedure and within the time limits established

by the decision of the Board of the Management Company;

• the remaining part of the bonus (i.e. the remaining 40% of the bonus) is paid to the employee on a pro rata basis within

three years, i.e. the deferred portion of the bonus is distributed proportionally over the entire deferral period, beginning not

earlier than 1 year after the end of the employee’s performance assessment and is paid on a yearly basis by disbursing the

portion of the bonus calculated pro rata. In individual cases, the competent body of the Management Company has the right

to decide on a longer deferral period (usually not longer than 5 years) taking into consideration the business cycle of activities

INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius

INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 127

of the Management Company and/or respective collective investment undertaking or pension fund and other criteria provided

for in the legislation.

As a rule, the bonus is paid in money. The Management Company, in accordance with the principle of proportionality, does not

apply the requirement regarding the mandatory payment of the bonus in financial instruments. However, if the Management

Company provides for such possibility, the bonus may be replaced by other incentives, by grating financial instruments or equivalent

instruments (share options, contributions to a private pension fund) at the discretion of the Management itself.

Upon termination of the employment relationship, regardless of the grounds for termination of the employment relationship, the

deferred part of the bonus payable will not be paid out.

The variable remuneration component for 2022 will be allocated in 2023, after the approval of the financial statements for 2022. In

the allocation of this portion of the remuneration, account will be taken, inter alia, of the real estate purchase transaction carried

out by INVL Baltic Real Estate during the reporting period. More information about the transaction is available at: INVL Baltic Real

Estate signed a purchase and sale agreement.

The remunerations of the General manager and Board members of the Management Company are calculated on the basis of the

proportion of the Management Company's management income (including management and success fee revenues) received from

the Company within the total income of the Management Company. The remunerations of the members of the Investment

Committee of the Company are calculated in accordance with the part of the time actually allocated to the Company's management.

Amounts of remuneration allocated and paid to Management for the years 2020, 2021 and 2022 are presented in the tables on the

pages below.

Breakdown of wages allocated and paid during 2022:

Name Surname,

Position

ID code

1. Regular remuneration,

in EUR 000s

2. Variable remuneration,

in EUR 000s

3. One-

time

payments,

in EUR

000s

Contributi

ons to

pension

funds, in

EUR 000s

5. Total

remuner

ation, in

EUR

000s

6. Portion

variable

remune-

ration in

Official

annual re-

muneration

Other

payouts

Reward

in kind

Annual

bonuses*

Multiannual

results

bonuses*

Laura

Križinauskienė,

General

manager of the

Management

Company

[sensitive

data]

2.05

0.43

0.58

3.06

13.97

Darius Šulnis,

Chairman of the

Board of the

Management

Company

[sensitive

data]

0.6

Nerijus

Drobavičius,

Member of the

Board of the

Management

Company

[sensitive

data]

1.23

0.88

2.11

41.54

Vytautas

Plunksnis,

Member of the

Board of the

Management

Company

[sensitive

data]

0.95

0.07

0.18

1.20

6.05

Vytautas

Bakšinskas,

Member of the

Investment

Committee

[sensitive

data]

85.44

0.58

1.59

87.61

0.66

Andrius

Daukšas,

Member of the

Investment

Committee

[sensitive

data]

42.74

0.09

2.29

45.12

0.21

Raimondas

Rajeckas,

[sensitive

data]

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INVL BALTIC REAL ESTATE

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Member of the

Supervisory

Board

Audrius

Matikiūnas,

Member of the

Supervisory

Board

[sensitive

data]

Eglė

Surplienė,

Chairman of the

Supervisory

Board**

[sensitive

data]

* The variable remuneration component for 2022 will be allocated in 2023, after approval of financial statements for 2022.

** It is set an hourly salary of EUR 145 (excluding taxes) for an independent member of the Supervisory Board Eglė Surplienė .

For 2022 no remuneration was paid to Egle Surpliene.

Breakdown of wages allocated and paid during 2022 in other undertakings of the Group of the Company:

Name Surname,

Position

ID code

1. Regular remuneration,

in EUR 000s

2. Variable remuneration,

in EUR 000s

3. One-

time

payment

s, in EUR

000s

Contributi

ons to

pension

funds, in

EUR 000s

5. Total

remunerat

ion, in

EUR 000s

6. Portion

of variable

remune-

ration in

Official

annual re-

muneration

Other

payouts

Reward in

kind

Annual

bonuses*

Multiannual

results

bonuses*

Vytautas

Bakšinskas,

Member of the

Investment

Committee**

[sensitive

data]

0.96

* The variable remuneration component for 2022 will be allocated in 2023, after approval of financial statements for 2022.

**Other members of the Management did not receive remuneration from other companies of the Group of the Company.

Breakdown of wages allocated and paid during 2021:

Name Surname,

Position

ID code

1. Regular remuneration,

in EUR 000s

2. Variable remuneration,

in EUR 000s

3. One-

time

payments,

in EUR

000s

Contributi

ons to

pension

funds, in

EUR 000s

5. Total

remuner

ation, in

EUR

000s

6. Portion

variable

remune-

ration in

Official

annual re-

muneration

Other

payouts

Reward

in kind

Annual

bonuses*

Multiannual

results

bonuses*

Laura

Križinauskienė,

General

manager of the

Management

Company

[sensitive

data]

13.33

7.84

3.76

24.93

31.44

Darius Šulnis,

Chairman of the

Board of the

Management

Company

[sensitive

data]

5.24

Nerijus

Drobavičius,

Member of the

Board of the

Management

Company

[sensitive

data]

10.67

8.19

0.03

18.89

43.37

Vytautas

Plunksnis,

Member of the

Board of the

[sensitive

data]

8.18

1.83

1.59

11.60

15.72

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 129

Management

Company

Vytautas

Bakšinskas,

Member of the

Investment

Committee

[sensitive

data]

81.97

148.74

1.59

232.30

64.03

Andrius

Daukšas,

Member of the

Investment

Committee

[sensitive

data]

42.65

23.80

2.17

68.62

34.68

Raimondas

Rajeckas,

Member of the

Supervisory

Board

[sensitive

data]

Audrius

Matikiūnas,

Member of the

Supervisory

Board

[sensitive

data]

Eglė

Surplienė,

Chairman of the

Supervisory

Board**

[sensitive

data]

* The variable remuneration component for 2021 will be allocated in 2022, after approval of financial statements for 2021.

** It is set an hourly salary of EUR 145 (excluding taxes) for an independent member of the Supervisory Board Eglė Surplienė .

For 2021 no remuneration was paid to Egle Surpliene.

Breakdown of wages allocated and paid during 2021 in other undertakings of the Group of the Company:

Name Surname,

Position

ID code

1. Regular remuneration,

in EUR 000s

2. Variable remuneration,

in EUR 000s

3. One-

time

payment

s, in EUR

000s

Contributi

ons to

pension

funds, in

EUR 000s

5. Total

remunerat

ion, in

EUR 000s

6. Portion

of variable

remune-

ration in

Official

annual re-

muneration

Other

payouts

Reward in

kind

Annual

bonuses*

Multiannual

results

bonuses*

Vytautas

Bakšinskas,

Member of the

Investment

Committee**

[sensitive

data]

0.96

* The variable remuneration component for 2021 will be allocated in 2022, after approval of financial statements for 2021.

**Other members of the Management did not receive remuneration from other companies of the Group of the Company.

Breakdown of wages allocated and paid during 2020:

Name Surname,

Position

ID code

1. Regular remuneration,

in EUR 000s

2. Variable remuneration,

in EUR 000s

3. One-

time

payments,

in EUR

000s

Contributi

ons to

pension

funds, in

EUR 000s

5. Total

remuner

ation, in

EUR

000s

6. Portion

variable

remune-

ration in

Official

annual re-

muneration

Other

payouts

Reward

in kind

Annual

bonuses*

Multiannual

results

bonuses*

Laura

Križinauskienė,

General

manager of the

Management

Company

[sensitive

data]

18.61

4.69

4.61

27.91

16.80

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 130

Darius Šulnis,

Chairman of the

Board of the

Management

Company

[sensitive

data]

9.75

Nerijus

Drobavičius,

Member of the

Board of the

Management

Company

[sensitive

data]

13.39

0.04

13.43

Vytautas

Plunksnis,

Member of the

Board of the

Management

Company

[sensitive

data]

13.27

1.98

15.25

Vytautas

Bakšinskas,

Member of the

Investment

Committee

[sensitive

data]

80.13

141.88

1.59

223.6

63.45

Andrius

Daukšas,

Member of the

Investment

Committee

[sensitive

data]

42.61

22.70

0.85

66.16

34.31

Breakdown of wages allocated and paid during 2020 in other undertakings of the Group of the Company:

Name Surname,

Position

ID code

1. Regular remuneration,

in EUR 000s

2. Variable remuneration,

in EUR 000s

3. One-

time

payment

s, in EUR

000s

Contributi

ons to

pension

funds, in

EUR 000s

5. Total

remunerat

ion, in

EUR 000s

6. Portion

of variable

remune-

ration in

Official

annual re-

muneration

Other

payouts

Reward in

kind

Annual

bonuses*

Multiannual

results

bonuses*

Vytautas

Bakšinskas,

Member of the

Investment

Committee**

[sensitive

data]

0.96

**Other members of the Management did not receive remuneration from other companies of the Group of the Company.

As a rule, the bonus is paid in money. The Management Company, in accordance with the principle of proportionality, does not

apply the requirement regarding the mandatory payment of the bonus in financial instruments. The managers of the Company are

not granted shares of the Company, nor are there any share options for the Company's shares with them. In accordance with the

Policy of the Management Company in force in the Company, the portion of the variable remuneration allocated to the employee of

the Management Company (all or part of it) may be allocated in the options of AB Invalda INVL. Their pro rata payment is realised

through the assignment of shares (i.e. the grant or obtaining of the right to acquire the relevant quantities of shares at different

terms) under the procedures and conditions laid down in the option agreements.

Comparison of wages allocated and paid over the last five years

Due to the fact that the management of the Company is delegated to the Management Company and its management bodies are

not formed, and the Company itself does not have employees, the annual changes in remuneration and the full-time equivalent

changes in average remuneration, based on the employees of the Company who are not members of the management bodies,

cannot be compared. It is also not possible to provide information on the annual changes in the remuneration of the members of

the Supervisory Board and the average remuneration, as the members of the Supervisory Board do not receive remuneration.

Since only the remunerations of the members of the Investment Committee of the Company are calculated on the basis of the

actual part of the time allocated to the management of the Company and their remunerations depend on the performance of the

Management Company related to the activities of the Company, therefore, the table below reflects only the remunerations of the

members of the Investment Committee and the financial results of the Company.

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INVL BALTIC REAL ESTATE

2022 ANNUAL REPORT | 131

The remuneration of the

Investment Committee***

ID code

2018 (in

EUR 000s)

2019 (in

EUR 000s)

2020 (in

EUR 000s)

2021 (in

EUR 000s

2022 (in

EUR 000s

Vytautas Bakšinskas, Member

of the Investment Committee

[sensitive data]

72.08

113.97

224.56

233.26

88.57

Andrius Daukšas, Member of

the Investment Committee

[sensitive data]

34.92

47.35

66.16

68.62

45.12

*** Total remuneration received from the Company and other companies of the Group

The Company's results

2018

(in EUR 000s)

2019

(in EUR 000s)

2020

(in EUR 000s)

2021 (in

EUR 000s

2022 (in

EUR 000s

Net profit per share****

0.24

0.79

0.41

0.37

0,52

Net profit

3,169

10,423

5,416

3,399

4,224

Assets

59,896

75,377

41,935

33,026

39,016

**** Recalculated with the par value per share at EUR 1.45.

The Company's Remuneration Report, together with the Policy and the Remuneration Policy of the Supervisory Board, is publicly

available on INVL Baltic Real Estate website at https://bre.invl.com/lit/en

PricewaterhouseCoopers UAB, J. Jasinskio str. 16B, 03163 Vilnius, Lithuania

+370 (5) 239 2300, lt_vilnius@pwc.com, www.pwc.lt

Company code 111473315, registered with the Legal Entities’ Register of the Republic of Lithuania

Independent auditor’s report

To the shareholders of INVL Baltic Real Estate Special Closed-End Type Real Estate Investment

Company AB

Report on the audit of the consolidated and separate financial statements

Our opinion

In our opinion, the consolidated and separate financial statements give a true and fair view of the

consolidated and separate financial position of INVL Baltic Real Estate Special Closed-End Type Real

Estate Investment Company AB (the “Company”) and its subsidiaries (together - the “Group”) as at

31 December 2022, and of the Group’s and the Company’s consolidated and separate financial

performance and consolidated and separate cash flows for the year then ended in accordance with

International Financial Reporting Standards as adopted by the European Union.

Our opinion is consistent with our additional report to the Audit Committee dated 20 March 2023.

What we have audited

The Company’s and the consolidated financial statements comprise:

● the consolidated and Company’s statement of financial position as at 31 December 2022;

● the consolidated and Company’s statements of comprehensive income for the year then ended;

● the consolidated and Company’s statements of changes in equity for the year then ended;

● the consolidated and Company’s statements of cash flows for the year then ended; and

● the notes to the consolidated and Company’s financial statements, which include significant

accounting policies and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group and the Company in accordance with the International Code of

Ethics for Professional Accountants (including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA Code) and the Law of the Republic of

Lithuania on the Audit of Financial Statements that are relevant to our audit of the consolidated and

Company’s financial statements in the Republic of Lithuania. We have fulfilled our other ethical

responsibilities in accordance with the IESBA Code and the Law of the Republic of Lithuania on the

Audit of Financial Statements.

To the best of our knowledge and belief, we declare that non-audit services that we have provided to

the Group and the Company are in accordance with the applicable law and regulations in the Republic

of Lithuania and that we have not provided non-audit services that are prohibited under Article 5(1) of

Regulation (EU) No 537/2014 considering the exemptions of Regulation (EU) No 537/2014 endorsed

in the Law of the Republic of Lithuania on the Audit of Financial Statements.

No non-audit services were provided to the Group and the Company, in the period from

1 January 2022 to 31 December 2022.

Our audit approach

Overview

● Overall Group and Company: € 235 thousand and € 235 thousand,

representing 1% of total equity of the Group and the Company,

respectively.

● The full scope audit was performed for the Company. The Group

engagement team performed audit work on the selected balances

and transactions of subsidiaries, which were assessed as material

from the Group audit perspective.

● Our audit scope covered approximately 94% of the Group’s

revenues and 99% of the Group’s total assets.

● Valuation of investment properties

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated and Company’s financial statements (together “the financial

statements”). In particular, we considered where management made subjective judgements; for

example, in respect of significant accounting estimates that involved making assumptions and

considering future events that are inherently uncertain. As in all of our audits, we also addressed the

risk of management override of internal controls, including, among other matters, consideration of

whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group and Company materiality for the financial statements as a whole as set out

in the table below. These, together with qualitative considerations, helped us to determine the scope

of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of

misstatements, if any, both individually and in aggregate on the financial statements as a whole.

Overall Group and Company

materiality

Overall materiality applied to the Group and the Company

amounted to € 235 thousand and € 235 thousand (2021:

€ 202 thousand and € 202 thousand), respectively.

How we determined it

1% of total equity of the Group and the Company,

respectively.

Rationale for the materiality

benchmark applied

We chose the Group’s and the Company’s equity as the

benchmark because, in our view, it is an appropriate

measure of underlying performance, and it is the benchmark

against which the performance of the Company, the Group

Materiality

Group

scoping

Key audit

matters

and other companies in this industry is most commonly

measured by users, and it is a generally accepted

benchmark. The key driver of the business and determinant

of the Group’s and the Company’s value is investments into

various properties. For this reason, the key area of focus in

the audit of the financial statements of the Group and the

Company is the valuation of investment properties.

Accordingly, an overall Group and Company materiality was

based on total equity.

We chose 1 %, which is within the range of acceptable

quantitative materiality thresholds.

We agreed with the Audit Committee that we would report to them misstatements identified during our

audit above € 23,5 thousand, the same for the Group and the Company, as well as misstatements

below that amount that, in our view, warranted reporting for qualitative reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current period. These matters were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Valuation of investment properties

Refer to Notes 2.22 and 11 to the financial

statements on pages 23 and 43, respectively.

The Group’s and the Company’s investment

properties represent the most significant

category of the Group’s and the Company’s

assets. Investment properties are accounted at

fair value. Management estimated the fair

value of the Group’s and the Company’s

investment properties to be € 36,427 thousand

and € 26,444 thousand at 31 December 2022,

respectively, as compared to € 29,616

thousand and € 20,797 thousand at 31

December 2021, respectively.

Net gains from fair value adjustments on

investment property of € 3,977 thousand and €

3,162 thousand (2021: €2,854 thousand and €

2,395 thousand) was recorded in the

consolidated and Company’s statements of

comprehensive income, respectively.

The valuation of investment properties was

based on the values determined by

independent appraisers as at 31 December

2022.

In determining the value of leased-out

properties, the external appraisers take into

Our procedures in relation to management’s

valuation of investment properties included as

follows:

• evaluation of the independent external valuers’

competence, capabilities and objectivity;

• assessment of the methodologies used and

appropriateness of key assumptions based on our

knowledge of real estate industry;

• testing, on a sample basis, whether specific

information supplied to the valuers reflected the

underlying property records held by the Group

and Company;

• testing the data inputs underpinning the

valuation for a sample of properties, including

rental income, capital expenditure, by agreeing

them back to the supporting documentation;

• testing of investment properties additions with

supporting documents.

Because of the subjectivity involved in

determining the value of investment properties

and existence of alternative assumptions and

valuation methods, we have reviewed the

sensitivity analysis of the fair value of investment

properties to changes in key assumptions, which

account property- specific current information

such as current tenancy agreements and

rental income earned by the asset.

Subsequently, they apply assumptions in

relation to capitalisation rates and current

market rental prices and their growth, based

on available market data and transactions, to

arrive at a range of valuation outcomes, from

which they derive a point estimate. Due to

unique nature of each property, the

assumptions applied take into consideration

the individual property characteristics at a

granular tenant-by-tenant level, as well as the

qualities of the property as a whole.

The valuations of investment properties under

development are also dependent upon the

estimated costs to complete and expected

profit margin of a developer.

Given the materiality of investment properties,

the revaluation to fair value had a significant

impact on the financial statements. We also

focused on this area as the conclusions are

dependent upon significant estimates involved

in performing the valuation, and they are most

sensitive to the assumptions underlying those

valuations. In particular, the most significant

estimates relate to capitalisation, discount

rates and fair market rental prices or sales

prices of comparable assets, estimated costs

to completion and risk premium assumptions.

For the above-mentioned reasons, due to

existence of significant estimation uncertainty,

we gave specific audit focus and attention to

this area.

was prepared by the Group's and Company’s

management.

How we tailored our Group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated the financial statements as a whole, taking into account the structure of

the Group, the accounting processes and controls, and the industry in which the Group operates.

The Group consists of 5 entities: the Company and its subsidiaries, two subsidiaries located in

Lithuania and two subsidiaries located in Latvia. The Group engagement team conducted audit work

covering all significant reporting entities in Lithuania as well as in Latvia. We performed audit work on

the selected balances and transactions of subsidiaries, which were assessed as material from the

Group audit perspective. The Group’s consolidation and the financial statements disclosures were

audited by the group engagement team. Our work addressed approximately 94% of the Group’s

revenues and 99% of the Group’s total assets.

Reporting on other information including the consolidated annual report

Management is responsible for the other information. The other information comprises the

consolidated annual report, including the corporate governance report and the remuneration report

(but does not include the financial statements and our auditor’s report thereon).

Our opinion on the financial statements does not cover the other information, including the

consolidated annual report.

In connection with our audit of the financial statements, our responsibility is to read the other

information identified above and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated.

With respect to the consolidated annual report, including the corporate governance report and the

remuneration report, we considered whether the consolidated annual report, including the corporate

governance report and the remuneration report, includes the disclosures required by the Law of the

Republic of Lithuania on Consolidated Financial Reporting by Groups of Undertakings, the Law of the

Republic of Lithuania on Financial Reporting by Undertakings.

Based on the work undertaken in the course of our audit, in our opinion:

● the information given in the consolidated annual report, including the corporate governance report

and the remuneration report, for the financial year for which the financial statements are prepared,

is consistent with the financial statements; and

● the consolidated annual report, including the corporate governance report and the remuneration

report, has been prepared in accordance with the Law of the Republic of Lithuania on

Consolidated Financial Reporting by Groups of Undertakings and the Law of the Republic of

Lithuania on Financial Reporting by Undertakings.

In addition, in light of the knowledge and understanding of the Group and the Company and their

environment obtained in the course of the audit, we are required to report if we have identified material

misstatements in the consolidated annual report which we obtained prior to the date of this auditor’s

report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial

statements

Management is responsible for the preparation of the financial statements that give a true and fair

view in accordance with International Financial Reporting Standards as adopted by the European

Union, and for such internal control as management determines is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or

error.

In preparing the financial statements, management is responsible for assessing the Group’s and the

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Group and the Company or to cease operations, or has no realistic alternative but to do

so.

Those charged with governance are responsible for overseeing the Group’s and the Company’s

financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

● Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group and the Company’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

● Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Group’s and Company’s ability to continue as

a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor’s report. However, future events or conditions may

cause the Group and the Company to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the Group audit.

We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and have communicated with them all relationships and

other matters that may reasonably be thought to bear on our independence, and where applicable,

actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of

such communication.

Report on other legal and regulatory requirements

Report on the compliance of the format of the consolidated financial statements with the

requirements of the European Single Electronic Reporting Format

We have been engaged based on the amendment to our audit agreement by the management of the

Company to conduct a reasonable assurance engagement for the verification of compliance with the

applicable requirements of the European single electronic reporting format of the Group’s consolidated

financial statements, including the consolidated annual report, for the year ended 31 December 2022

(the “Single Electronic Reporting Format of the consolidated financial statements”).

Description of a subject matter and applicable criteria

The Single Electronic Reporting Format of the consolidated financial statements has been applied by

the management of the Company to comply with the requirements of art. 3 and 4 of the Commission

Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of

the European Parliament and of the Council with regard to regulatory technical standards on the

specification of a single electronic reporting format (the “ESEF Regulation”). The applicable

requirements regarding the Single Electronic Reporting Format of the consolidated financial

statements are contained in the ESEF Regulation.

The requirements described in the preceding sentence determine the basis for application of the

Single Electronic Reporting Format of the consolidated financial statements and, in our view,

constitute appropriate criteria to form a reasonable assurance conclusion.

Responsibility of the management and those charged with governance

The management of the Company is responsible for the application of the Single Electronic Reporting

Format of the consolidated financial statements that complies with the requirements of the ESEF

Regulation.

This responsibility includes the selection and application of appropriate markups in iXBRL using ESEF

taxonomy and designing, implementing and maintaining internal controls relevant for the preparation

of the Single Electronic Reporting Format of the consolidated financial statements which is free from

material non-compliance with the requirements of the ESEF Regulation.

Those charged with governance are responsible for overseeing the financial reporting process, which

should also be understood as the preparation of financial statements in accordance with the format

resulting from the ESEF Regulation.

Our responsibility

Our responsibility was to express a reasonable assurance conclusion whether the Single Electronic

Reporting Format of the consolidated financial statements complies, in all material aspects, with the

ESEF Regulation.

We conducted our engagement in accordance with International Standard on Assurance

Engagements 3000 (Revised) ‘Assurance Engagements other than Audits and Reviews of Historical

Financial Information’ (“ISAE 3000 (R)”). This standard requires that we comply with ethical

requirements, plan and perform procedures to obtain reasonable assurance whether the Single

Electronic Reporting Format of the consolidated financial statements complies, in all material aspects,

with the applicable requirements.

Reasonable assurance is a high level of assurance, but it does not guarantee that the service

performed in accordance ISAE 3000 (R) will always detect the existing material misstatement

(significant non-compliance with the requirements).

Summary of the work performed

Our planned and performed procedures were aimed at obtaining reasonable assurance that the

Single Electronic Reporting Format of the consolidated financial statements was applied, in all material

aspects, in accordance with the applicable requirements and such application is free from material

errors or omissions. Our procedures included in particular:

• obtaining an understanding of the internal control system and processes relevant to the

application of the Single Electronic Reporting Format of the consolidated financial statements,

including the preparation of the XHTML format and marking up the consolidated financial

statements;

• verification whether the XHTML format was applied properly;

• evaluating the completeness of marking up the consolidated financial statements using the iXBRL

markup language according to the requirements of the implementation of single electronic format

as described in the ESEF Regulation;

• evaluating the appropriateness of the Group’s' use of XBRL markups selected from the ESEF

taxonomy and the creation of extension markups where no suitable element in the ESEF

taxonomy has been identified; and

• evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our

conclusion.

Conclusion

In our opinion, the Single Electronic Reporting Format of the consolidated financial statements for the

year ended 31 December 2022 complies, in all material aspects, with the ESEF Regulation.

Report on the compliance of the format of the separate financial statements with the

requirements of the European Single Electronic Reporting Format

The European single electronic reporting format has been applied by the management of the

Company to the Company’s financial statements to comply with the requirements of Article 3 of

Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive

2004/109/EC of the European Parliament and of the Council with regard to regulatory technical

standards on the specification of a single electronic reporting format (the “ESEF Regulation”). These

requirements specify the Company’s obligation to prepare its financial statements in a XHTML format.

We confirm that the European single electronic reporting format of the financial statements for the year

ended 31 December 2022 complies with the ESEF Regulation in this respect

Appointment

We were first appointed as auditors of the Company and the Group as at 23 December 2014. Our

appointment has been renewed annually by shareholder resolution representing a total period of

uninterrupted engagement appointment of 9 years.

The key audit partner on the audit resulting in this independent auditor’s report is Rasa Selevičienė.

On behalf of PricewaterhouseCoopers UAB

/signed with electronic signature/

Rasa Selevičienė

Assurance director

Auditor's Certificate No.000504

Vilnius, Republic of Lithuania

20 March 2023

The auditor's electronic signature is used herein to sign only the Independent Auditor's Report