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Special Closed-End Type Real Estate Investment
Company‘s „INVL Baltic Real Estate“
Consolidated Annual Management Report, Consolidated and Company’s Financial
Statements for the year ended 31 December 2025 prepared in accordance with
International Financial Reporting Standards as adopted by European Union
konsoliduotoji metinė vadovybės ataskaita, konsoliduotosios ir Bendrovės 2024
metų finansinės ataskaitos, parengtos pagal Tarptautinius finansinės
INVL Asset Management, UAB
Gyneju str. 14, LT-01110 Vilnius, Lithuania
Phone +370 5 2790601
Mail info@invl.com, www.invl.com
Company Code 126263073
VAT Code LT100001948717
Account No. LT287044060003934981
AB SEB, bank code 70440
Registrar State Enterprise Centre of Registers
STATEMENT OF RESPONSIBLE PERSONS
17 March 2026
Following on Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (articles 12 and 151) 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 2025 are prepared in accordance with applicable reporting standards, give
true and fair view of the assets, liabilities, financial position and profit or loss, cash flows of INVL Baltic Real Estate and Consolidated
Group.
Presented Consolidated Annual Management Report of 2025 includes a fair review of the development and performance of
the business and description of the position of INVL Baltic Real Estate and the consolidated group as a whole, along with the main
risks and contingencies faced thereby.
ENCLOSURE:
1.Consolidated and Company’s Financial Statements for 2025.
2.Consolidated Annual Management Report of 2025.
Real estate fund manager of the Management Company
INVL Asset Management
Vytautas Bakšinskas
Head of Corporate Accounting of the Management Company
INVL Asset Management
Agnė Vainauskienė
3
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 MATERIAL ACCOUNTING POLICIES ................................................................................. 14
3 FINANCIAL RISK MANAGEMENT .......................................................................................................... 22
3.1. Financial risk factors ............................................................................................................................ 22
3.2. Capital management ........................................................................................................................... 25
4 FAIR VALUE ESTIMATION ................................................................................................................... 26
5 INVESTMENTS INTO SUBSIDIARIES ..................................................................................................... 27
6 SEGMENT INFORMATION ................................................................................................................... 29
7 REVENUE, LEASE EXPENSES, LEASE COMMITMENTS, PROVISIONS ....................................................... 31
8 FINANCE COSTS ............................................................................................................................... 35
9 INCOME TAX ..................................................................................................................................... 35
10 EARNINGS PER SHARE ...................................................................................................................... 37
11 INVESTMENT PROPERTIES ................................................................................................................. 38
12 FINANCIAL INSTRUMENTS BY CATEGORY ............................................................................................ 42
13 TRADE AND OTHER RECEIVABLES ...................................................................................................... 43
14 SHARE CAPITAL AND RESERVES ........................................................................................................ 45
15 DIVIDENDS ....................................................................................................................................... 45
16 BORROWINGS .................................................................................................................................. 46
17 OTHER CURRENT LIABILITIES............................................................................................................. 47
18 RELATED PARTY TRANSACTIONS ....................................................................................................... 48
19 REMUNERATION TO AUDITORS .......................................................................................................... 50
20 EVENTS AFTER THE REPORTING PERIOD ............................................................................................ 50
ANNUAL MANAGEMENT REPORT ......................................................................................................... 51
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 2025
(all amounts are in EUR thousand unless otherwise stated)
4
DETAILS OF THE COMPANY
Management
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 Artea Bankas
AB SEB Bankas
AB Swedbank
AS SEB banka
Auditor
UAB BDO auditas ir apskaita
K. Barsausko str. 66,
Kaunas, Lithuania
The financial statements were authorised for issue by the Management Company on 17 March 2026.
Mr. Vytautas Bakšinskas Ms. Agnė Vainauskienė
Real estate fund manager at Head of alternative funds accounting
UAB INVL Asset Management at 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 2025
(all amounts are in EUR thousand unless otherwise stated)
5
Consolidated and Company’s statements of comprehensive income
Group
Company
Notes
2024
2025
2024
Revenue
7
3,992
3,080
2,003
Interest income
6
2
6
Other income
39
-
12
Net changes in fair value of investments into
subsidiaries designated at fair value through profit
5
-
168
2,115
or loss
Net gains from fair value adjustments on
investment property
11
2,446
3,015
700
Premises rent costs
6, 7
(15)
(40)
(11)
Utilities
6
(490)
(146)
(51)
Repair and maintenance of premises
6
(486)
(199)
(42)
Management and Performance Fee
7, 18
(450)
(721)
(450)
Property management and brokerage costs
6
(4)
(346)
(275)
Taxes on property
6
(154)
(143)
(101)
Employee benefits expenses
(282)
-
-
Provision for impairment of trade receivables
13
-
(15)
-
Depreciation and amortisation
(115)
(28)
(25)
Other expenses
(445)
(168)
(176)
Operating profit
4,042
4,459
3,705
Finance costs
8
(1,265)
(792)
(966)
Profit before income tax
2,777
3,667
2,739
Income tax credit (expense)
9
(38)
-
-
NET PROFIT FOR THE YEAR
2,739
3,667
2,739
Other comprehensive income for the year, net
-
-
-
of tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
2,739
3,667
2,739
Attributable to:
Equity holders of the parent
2,739
3,667
2,739
Basic and diluted earnings per share (in EUR)
10
0.34
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 2025
(all amounts are in EUR thousand unless otherwise stated)
6
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
2025
2024
2025
2024
ASSETS
Non-current assets
Property, plant and equipment
377
167
316
33
Investment properties
11
47,768
42,567
42,701
37,905
Intangible assets
1
4
-
-
Investments into subsidiaries designated
5
-
-
2,586
5,268
at fair value through profit or loss
Finance lease receivables-long term
-
-
-
-
Deferred tax asset
12
16
-
-
Total non-current assets
48,158
42,754
45,603
43,206
Current assets
Inventories, prepayments and deferred
47
435
32
427
charges
Trade and other receivables
13
171
117
194
29
Prepaid income tax
3
-
-
-
Finance lease receivables -short term
-
200
-
200
Cash and cash equivalents
3.1
801
1,841
484
273
Total current assets
1,022
2,593
710
929
TOTAL ASSETS
49,180
45,347
46,313
44,135
(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 2025
(all amounts are in EUR thousand unless otherwise stated)
7
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
2025
2024
2025
2024
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of
the parent
Share capital
14
11,533
11,689
11,533
11,689
Own shares
14
(63)
(282)
(63)
(282)
Share premium
14
2,478
2,478
2,478
2,478
Reserves
14
3,303
3,429
3,543
3,669
Retained earnings
14
10,884
7,933
10,644
7,693
Total equity
28,135
25,247
28,135
25,247
Liabilities
Non-current liabilities
Non-current borrowings
16
14,526
16,192
14,526
15,192
Non-current lease liabilities
63
5
63
5
Provisions
7
1,064
961
1,064
961
Advances received
331
339
331
339
Other non-current liabilities
-
-
-
-
Total non-current liabilities
15,984
17,497
15,984
16,497
Current liabilities
Current portion of non-current borrowings
16
3,557
790
729
752
Current portion of lease liabilities
14
159
14
159
Trade payables
291
888
188
764
Income tax payable
-
2
-
-
Provisions
7
-
1
-
1
Advances received
131
123
66
59
Other current liabilities
17
1,068
640
1,197
656
Total current liabilities
5,061
2,603
2,194
2,391
21,045
20,100
18,178
18,888
Total liabilities
TOTAL EQUITY AND LIABILITIES
49,180
45,347
46,313
44,135
(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 2025
(all amounts are in EUR thousand unless otherwise stated)
8
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 2023
11,689
2,478
-
930
2,500
5,919
23,516
Net profit for the year
-
-
-
-
-
2,739
2,739
Total comprehensive income for the year
-
-
-
-
-
2,739
2,739
Purchase of own shares
-
-
(282)
-
-
-
(282)
Dividends approved
15
-
-
-
-
-
(726)
(726)
Transfer to reserves
14
-
-
-
(1)
-
1
-
Total transactions with owners of the Company,
recognised directly in equity
-
-
(282)
(1)
-
(725)
(1,008)
Balance as at 31 December 2024
11,689
2,478
(282)
929
2,500
7,933
25,247
Net profit for the year
-
-
-
-
-
3,667
3,667
Total comprehensive income for the year
-
-
-
-
-
3,667
3,667
Purchase of own shares
-
-
(63)
-
-
-
(63)
Increase/decrease of share capital
(156)
-
282
-
(126)
-
-
Dividends approved
15
-
-
-
-
-
(716)
(716)
Transfer to reserves
14
-
-
-
-
-
-
-
Total transactions with owners of the Company,
recognised directly in equity
(156)
-
219
-
(126)
(716)
(779)
Balance as at 31 December 2025
11,533
2,478
(63)
929
2,374
10,884
28,135
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 2025
(all amounts are in EUR thousand unless otherwise stated)
9
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 2023
11,689
2,478
-
1,169
2,500
5,680
23,516
Net profit for the year
-
-
-
-
-
2,739
2,793
Total comprehensive income for the year
-
-
-
-
-
2,739
2,793
Purchase of own shares
-
-
(282)
-
-
-
(282)
Dividends approved
15
-
-
-
-
-
(726)
(726)
Transfer to reserves
14
-
-
-
-
-
-
-
Total transactions with owners of the Company,
recognised directly in equity
-
-
(282)
-
-
(726)
(1,008)
Balance as at 31 December 2024
11,689
2,478
(282)
1,169
2,500
7,693
25,247
Net profit for the year
-
-
-
-
-
3,667
3,667
Total comprehensive income for the year
-
-
-
-
-
3,667
3,667
Purchase of own shares
-
-
(63)
-
-
-
(63)
Increase/decrease of share capital
(156)
-
282
-
(126)
-
-
Dividends approved
15
-
-
-
-
-
(716)
(716)
Transfer to reserves
14
-
-
-
-
-
-
-
Total transactions with owners of the Company,
recognised directly in equity
(156)
-
219
-
(126)
(716)
(779)
Balance as at 31 December 2025
11,533
2,478
(63)
1,169
2,374
10,644
28,135
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 2025
(all amounts are in EUR thousand unless otherwise stated)
10
Consolidated and Company’s statements of cash flows
Group
Company
Notes
2025
2024
2025
2024
Cash flows from (to) operating activities
Net profit for the year
3,667
2,739
3,667
2,739
Adjustments for non-cash items and non-
operating activities:
Net gains from fair value adjustments on
investment property
11
(3,420)
(2,446)
(3,015)
(700)
Depreciation and amortization
119
115
28
25
Net changes in fair value of investments into
subsidiaries designated at fair value through
profit or loss
5
-
-
(168)
(2,115)
Interest income
(2)
(6)
(2)
(6)
Interest expenses
8
982
1,265
792
966
Deferred taxes
9
4
11
-
-
Current income tax expenses
9
2
27
-
-
Provisions
7
102
270
102
270
Loss from lease liabilities remeasurement due
-
3
-
3
to indexation
Provision for impairment of trade receivables
13
19
-
15
-
Changes in working capital:
Decrease (increase) in trade and other
receivables
(73)
209
(180)
210
Decrease (increase) in other current assets
388
(229)
395
(242)
(Decrease) increase in trade payables
(15)
14
6
(166)
(Decrease) increase in other current liabilities
421
140
533
246
Cash flows from (to) operating activities
2,194
2,112
2,173
1,230
Income tax paid
(7)
(19)
-
-
Net cash flows from (to) operating activities
2,187
2,093
2,173
1,230
(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 2025
(all amounts are in EUR thousand unless otherwise stated)
11
Consolidated and Company’s statements of cash flows (cont’d)
Group
Company
Notes
2025
2024
2025
2024
Cash flows from (to) investing activities
Acquisition of non-current assets (except
(15)
(11)
-
-
investment properties)
Acquisition of (investment in existing)
11
(2,781)
(4,987)
(2,781)
(4,926)
investment properties
Proceeds from government grants
11
179
-
179
-
Proceeds from sale of investment properties
11
-
7,450
-
-
Subsidiaries (business combination and
acquisition of the group of asset),
establishment, net of cash acquired
5
-
-
-
-
Reduction of authorized capital of subsidiaries
and cash received after merger with
subsidiaries
5
-
-
-
18
Loans granted
-
-
-
-
Repayment of loans granted
-
-
2,850
6,197
Interest received
2
6
2
17
Proceeds from settlement of finance lease
200
197
200
196
receivables
Net cash flows from (to) investing activities
(2,415)
2,655
450
1,502
Cash flows from (to) financing activities
Cash flows related to Group owners
Purchase of treasury shares
14
(63)
(282)
(63)
(282)
Dividends paid to equity holders of the parents
(709)
(722)
(709)
(722)
(772)
(1,004)
(772)
(1,004)
Cash flows related to other sources of financing
Proceeds from loans and bonds
16
1,600
3,150
-
-
Repayment of loans and bonds
16
(677)
(4,828)
(677)
(580)
Lease payments
(159)
(251)
(159)
(251)
Interest paid
16
(804)
(1,249)
(804)
(985)
(40)
(3,178)
(1,640)
(1,816)
Net cash flows from (to) financing activities
(812)
(4,182)
(2,412)
(2,820)
Net increase (decrease) in cash and cash
(1,040)
566
211
(88)
equivalents
Cash and cash equivalents at the beginning
1,841
1,275
273
361
of the period
Cash and cash equivalents at the end of the
period
801
1,841
484
273
(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 2025
(all amounts are in EUR thousand unless otherwise stated)
12
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 2.11) and the
Performance Fee (Note 2.11).
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 members of the Investment Committee was operating,
the third member is not nominated.
The Company also signed an agreement on depository services with AB SEB Bankas, which acts as a depository of the
Company’s assets.
In 2025 and 2024 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. Majority
of 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 2025
(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 2025 and 2024.
As at 31 December 2025 and 31 December 2024 the shareholders of the Company were:
2025
2024
Number of
Number of
shares held
Percentage
shares held
Percentage
AB „Invalda INVL“
1,889,123
23.75
1,889,123
23.43
Ms. Irena Ona Mišeikienė
1,308,596
16.45
1,308,596
16.23
UAB LJB property (controlling shareholder Mr.
1,251,695
15.74
1,251,695
15.53
Alvydas Banys)
Ms. Šulnienė Ilona
664,710
8.36
664,710
8.25
Mr. Alvydas Banys
663,640
8.34
663,640
8.23
Own shares
21,011
0.26
107,480
1,33
Other minor shareholders
2,155,159
27.10
2,176,170
27.00
Total
7,953,934
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 2025
and 2024. Subsidiaries did not hold any shares of the Company as at 31 December 2025 and 2024.
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 2025 the number of employees of the Group and the Company was 7 and nil, respectively. As at 31 December
2024 the number of employees of the Group and the Company was 7 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.
13
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 2025
(all amounts are in EUR thousand unless otherwise stated)
14
2 Summary of material accounting policies
The material accounting policies applied in preparing the Group’s and the Company’s financial statements for the year ended
31 December 2025 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.
Adoption of new and/or changed IFRSs and IFRIC interpretations
The Group and the Company have adopted the new and amended IFRS and IFRIC interpretations that are effective for annual
periods beginning on or after 1 January 2025:
− Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability
The Amendments to IAS 21 are not relevant to the Group and the Company and had no impact on the Group’s and Company’s
financial statements for the year ended 31 December 2025.
Standards adopted by the EU but not yet effective and have not been early adopted
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective for
annual periods beginning on or after 1 January 2026)
These amendments: (a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new
exception for some financial liabilities settled through an electronic cash transfer system; (b) clarify and add further guidance for
assessing whether a financial asset meets the solely payments of principal and interest criterion; c) add new disclosures for certain
instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the
achievement of environment, social and governance targets); and (d) update the disclosures for equity instruments designated at
fair value through other comprehensive income. The Group and the Company are currently assessing the impact of the
amendments on their financial statements. It is expected that derecognition exception for financial liabilities settled through an
electronic cash transfer system would be relevant for most entities, but are not expecting that impact would be material, as in
practice the same approach is mostly applied already in Lithuania.
IFRS 18 Presentation and Disclosure in Financial Statements effective for annual periods beginning on or after 1 January 2027)
IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals.
Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five
categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also
requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and
includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary
financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows,
which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’
to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. The Group
and the Company is currently working to identify all impacts the amendments will have on the primary financial statements and
notes to the 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 2025
(all amounts are in EUR thousand unless otherwise stated)
15
2 Summary of material 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 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.
2.3. Functional and presentation currency
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
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.
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.
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. 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.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
16
2 Summary of material accounting policies (cont’d)
2.7. 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.
2.8. 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 2.7)
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.
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.
2.9. Impairment of financial assets
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.
Cash and cash equivalents are considered to be low credit risk at the reporting date (Stage 1) as they have a low risk of default
and the borrower has a strong capacity to meet its contractual cash flow obligations in the near term. Therefore, a three-stage
model for impairment of financial assets other than trade receivables is not relevant to the Group and the Company.
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.
For finance lease receivables, 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.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
17
2 Summary of material accounting policies (cont’d)
2.9 Impairment of financial assets (cont’d)
Trade receivables are mostly covered within one month after year-end or they are identified as individually impaired. Therefore,
for Stage 2 trade receivables the Expected Credit loss (ECL) would be calculated and recognised if a material amount is
determined for potential impairment based on the settlement of trade receivables after reporting date, which are not individually
impaired
2.10. Cash and cash equivalents
Cash and cash equivalents in the statement of financial position and for purpose of the cash flow statement comprise cash at
banks and short-term deposits with an original maturity of three months or less.
2.11. 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.
2.12. 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.
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.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
18
2 Summary of material accounting policies (cont’d)
2.13. Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received
and the Group will comply with all attached conditions. The Group and the Company received subsidies for reconstruction of
heritage investment property. The grant relates to an asset (investment property) is recognised by deducting the grant in arriving
at the carrying amount of the asset. In the movement of investment property grant reduced subsequent expenditures.
The purchase of assets and the receipt of related grants are netted and not disclosed as separately in the investment property
notes.
2.14. Provisions
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
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 2.11). 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 2.11 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.
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
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.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
19
2 Summary of material accounting policies (cont’d)
2.16 Leases (cont’d)
Group and Company are the lessees (cont’d)
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.
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.
2.18. 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.
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.
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.
2.19. 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:
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 2025
(all amounts are in EUR thousand unless otherwise stated)
20
2 Summary of material accounting policies (cont’d)
2.19. Significant accounting judgements and estimates (cont’d)
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.
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 2025 was EUR 47,768 thousand
and EUR 42,701 thousand, respectively (as at 31 December 2024 – EUR 42,567 thousand and EUR 37,905 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 income or market approach. The main liabilities of subsidiaries are borrowings from external financial institutions,
which are measured using 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 2025 was EUR 2,586 thousand (as at 31 December 2024 –
EUR 5,268 thousand) (described in more details in Note 5).
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 2025
(all amounts are in EUR thousand unless otherwise stated)
21
2 Summary of material accounting policies (cont’d)
2.19. Significant accounting judgements and estimates (cont’d)
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 Company. The Performance Fee would become payable only if the stock price growth (including
dividends) exceeded 8% annually. As described in Note 2.11, 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 2025 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 2025. For this period internal rate of return based on net assets value
of the Company amounted to 14.44%. 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 2024 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 2024. For this period internal rate of return based on net assets value
of the Company amounted to 13.99%. 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 2025 the Company recognised non-current provision for the Performance Fee of EUR 1,064 thousand, payable
performance fee amounted to EUR 395 thousand as at 31 December 2025. (as at 31 December 2024 - EUR 961 thousand, no
payable part) (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 2025
(all amounts are in EUR thousand unless otherwise stated)
22
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 2025 the Group faced a significant concentration of credit risk associated to two tenants. The balance of trade
receivable from this tenant comprised approximately 14% each of the Group’s trade and other receivables as at 31 December
2025. Other tenants did not pose the Group to a significant concentration of credit risk.
As at 31 December 2025 the Company faced a significant concentration of credit risk related to one customers (group company).
The balance of trade receivables from this customers comprised approximately 50% of the Company’s trade and other receivables
as at 31 December 2025. As of the reporting date, these receivables were fully paid.
As at 31 December 2024 the Group faced a significant concentration of credit risk associated to one tenant. The balance of trade
receivable from this tenant comprised approximately 12% of the Group’s trade and other receivables as at 31 December 2024.
Other tenants did not pose the Group to a significant concentration of credit risk.
As at 31 December 2024 the Company faced a significant concentration of credit risk related to one customer. The balance of
trade receivables from this customers comprised approximately 29% of the Company’s trade and other receivables as at 31
December 2024. As of the reporting date, these receivables were fully paid.
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 did not exceeded the insured amounts, cash placed on AB
Artea bankas accounts were exceeded by EUR 189 thousand and at OP Bank – did not exceed insured amounts (closed during
2025) as at 31 December 2024 (by EUR 484 thousand, by EUR 116 thousand, and EUR 587 thousand respectively, as at 31
December 2024).
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.
Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE
(all amounts are in EUR thousand unless otherwise stated)
company code 152105644, Gynėjų str. 14, Vilnius, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23
3 Financial risk management (cont’d)
3.1 Financial risk factors (cont’d)
Credit risk (cont’d)
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
2025
2024
2025
2024
Prime-1
92
1,391
64
40
Prime-2
709
450
420
233
801
1,841
484
273
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
2025
EUR
+100 bps
(152)
(152)
-100 bps
152
152
2024
EUR
+100 bps
(158)
(158)
-100 bps
158
158
As at 31 December 2025 the Group and the Company had three and three loans respectively with floating interest rates (6 month
EURIBOR). As at 31 December 2024 the Group and the Company had three and three loans respectively with floating interest
rates (6 month EURIBOR).
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 2025 and 2024 was approximately 0.20
and 1.00, respectively. The Company’s liquidity ratio as at 31 December 2025 and 2024 was approximately 0.32 and 0.39.
As at 31 December 2025 the current assets were lower than current liabilities by EUR 4,039 thousand in the Group and EUR
1,484 thousand lower in the Company. The management of the Group and the Company forecasted the cash flows of the Group
and the Company for 2025 and the forecast indicates that the Group and the Company will have sufficient funds to cover liabilities,
which fall due in 2025. The Company signed an additional EUR 10,157 thousand financing agreement with AB Artea Bank. The
repayment term for the loan granted by Invalda INVL was extended until 31 December 2027.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
24
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 2025 and 2024 based on
contractual undiscounted payments.
On
Less than 3
4 to 12
2 to 5 years
More than 5
Total
demand
months
months
years
Interest bearing borrowings
-
2,049
2,253
15,745
-
20,047
Leasing liabilities
-
5
12
70
-
87
Trade and other payables
-
291
-
-
-
291
Provision for onerous contract
-
-
-
-
-
-
Other liabilities
465
58
2
-
-
525
Balance as at 31 December 2025
465
2,403
2,267
15,815
-
20,950
Interest bearing borrowings
-
383
1,143
17,205
-
18,731
Leasing liabilities
-
65
95
5
-
165
Trade and other payables
-
888
-
-
-
888
Provision for onerous contract
-
-
1
-
-
1
Other liabilities
458
46
42
-
-
546
Balance as at 31 December 2024
458
1,382
1,281
17,210
-
20,331
The table below summarises the maturity profile of the Company’s financial liabilities as at 31 December 2025 and 2024 based
on contractual undiscounted payments.
On
Less than 3
4 to 12
2 to 5 years
More than 5
Total
demand
months
months
years
Interest bearing borrowings
-
352
1,042
15,745
-
17,139
Leasing liabilities
-
5
12
70
-
87
Trade and other payables
-
188
-
-
-
188
Provision for onerous contract
-
-
-
-
-
-
Other liabilities
465
259
-
-
-
724
Balance as at 31 December 2025
465
804
1,054
15,815
-
18,138
Interest bearing borrowings
-
383
1,143
17,205
-
18,731
Leasing liabilities
-
65
95
5
-
165
Trade and other payables
-
764
-
-
-
764
Provision for onerous contract
-
-
1
-
-
1
Other liabilities
458
136
40
-
-
634
Balance as at 31 December 2024
458
1,348
1,279
17,210
-
20,295
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 2025
(all amounts are in EUR thousand unless otherwise stated)
25
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 2025 and 2024, except
for one subsidiary in 2025 and 2024. 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 2025
and 2024, 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 2025
(all amounts are in EUR thousand unless otherwise stated)
26
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 2025.
Level 1
Level 2
Level 3
Total balance
Assets of the Group
Investment properties (Note 11)
-
5,068
42,700
47,768
Assets of the Company
Investment properties (Note 11)
-
-
42,701
42,701
Investment into subsidiaries (Note 5)
-
-
2,586
2,586
There were no transfers of assets between the Level 1 and Level 2 of the fair value hierarchy during 2024. However, there was
a reallocation between hierarchy level 3. EUR 4,300 thousand of assets were reclassified from leased investment property to
investment property held for future redevelopment. Correspondingly, EUR 11,404 thousand of assets have been reclassified
from investment property held for future redevelopment to properties leased out by the entity. The above reclassifications are
due to the commencement of the reconstruction works of the building at Stulginskis str. 8 and finishing redevelopment of Vilniaus
g. 37.
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 2024.
Level 1
Level 2
Level 3
Total balance
Assets of the Group
Investment properties (Note 11)
-
4,663
37,904
42,567
Assets of the Company
Investment properties (Note 11)
-
-
37,905
37,905
Investment into subsidiaries (Note 5)
-
-
5,268
5,268
There were no transfers of assets between the Level 1 and Level 2 of the fair value hierarchy during 2024. However, there was
a reallocation between hierarchy levels 2 and 3. EUR 4,452 thousand of assets were reclassified from hierarchy level 2 to 3 by
classifying these assets as investment property held for future redevelopment. Correspondingly, EUR 1,700 thousand of assets
have been reclassified from properties leased out by the entity to investment property held for future redevelopment. By the time
these financial statements were issued, part of the redevelopment of these assets had been completed and transferred back to
investment property under lease. The above reclassifications are due to the commencement of the reconstruction works of the
building at Vilniaus g. 37 and the development potential of the building at Palangos str. 4/Vilniaus str. 33.
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 2025 and 2024 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 2025 and 2024 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 2025
(all amounts are in EUR thousand unless otherwise stated)
27
5 Investments into subsidiaries
The Group had the following subsidiaries directly or indirectly owned by the Company as at 31 December 2025:
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
Dormant
UAB Proprietas*
Lithuania
100.00
Property management and
utility services
SIA Dommo Grupa*
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 2024:
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
Dormant
UAB Proprietas*
Lithuania
100.00
Property management and
utility services
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 2023 the Company acquired 100% of UAB “Pramogų bankas” for EUR 2,865 thousand (accounted as acquisition of the
group of asset, at the acquisition date entity had EUR 10 thousand of cash). Payment of EUR 40 thousand was deferred until 31
December 2025. The payment was made by the scheduled date.
On 29 November 2024 AB “Pramogų bankas” was merged with the Company. After the merger the Company’s assets and
liabilities have changed by the following balance sheet items:
Assets:
Investment property
4,200
Other long-term assets
1
Trade receivables
14
Other receivables
30
Cash
18
4,263
Liabilities:
Loans from credit institutions
(1,603)
Trade payables
(60)
Income tax payable
(16)
Advances received
(30)
Other payables
(14)
(1,723)
Total change due to the merger (derecognised investment fair value)
2,540
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 2025
(all amounts are in EUR thousand unless otherwise stated)
28
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 2025 and 2024. 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:
2025
2024
Shares
340
322
Loans granted
2,246
4,946
2,586
5,268
The following table presents the movement in Level 3 instruments for the year ended 31 December 2025 and 2024:
Fair value as at 31 December 2023
11,319
Gains recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries
2,115
designated at fair value through profit or loss ’)
Losses recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries
designated at fair value through profit or loss ’)
-
Reorganisation of subsidiaries result
(2,540)
Acquisition of investments (acquisition of the group of asset)
-
Loan repaid during a year (Note 18)
(5,626)
Fair value as at 31 December 2024
5,268
Gains recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries
designated at fair value through profit or loss ’)
170
Losses recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries
designated at fair value through profit or loss ’)
(2)
Loan repaid during a year (Note 18)
(2,850)
Fair value as at 31 December 2025
2,586
Change in unrealised gains or losses for the period included in profit or loss for assets held
at the end of 2025
168
Change in unrealised gains or losses for the period included in profit or loss for assets held
at the end of 2024
2,115
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 2025
(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 five operating segments on a property-by-property basis,
which are aggregated (in 2024 there were 5 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.
- Until the sale 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 2025:
Owned
Owned
property in
property in
Total
Lithuania
Latvia
Year ended 31 December 2025
Rent income
2,565
-
2,565
Other revenue (utilities and other service)
1,534
-
1,534
Revenue
4,099
-
4,099
Expenses
Premises rent costs
(40)
(1)
(41)
Utilities
(531)
-
(531)
Repair and maintenance of premises
(722)
(9)
(731)
Property management and brokerage costs
(9)
-
(9)
Taxes on property
(144)
(7)
(151)
Insurance costs
(14)
-
(14)
Net operating income for the period
2,639
(17)
2,622
The following table presents performance of reportable segments of the Group for the year ended 31 December 2024:
Owned
Owned
property in
property in
Total
Lithuania
Latvia
Year ended 31 December 2024
Rent income
1,908
552
2,460
Other revenue (utilities and other service)
1,528
-
1,528
Revenue
3,436
552
3,988
Expenses
Premises rent costs
(14)
(1)
(15)
Utilities
(490)
-
(490)
Repair and maintenance of premises
(501)
(43)
(544)
Property management and brokerage costs
(4)
-
(4)
Taxes on property
(133)
(21)
(154)
Insurance costs
(12)
(4)
(16)
Net operating income for the period
2,282
483
2,765
29
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 2025
(all amounts are in EUR thousand unless otherwise stated)
30
6 Segment information (cont’d)
The following table presents reconciliation of the Group’s operating profits to net operating income, rent costs and revenue.
2025
2024
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
2,622
(41)
(731)
4,099
2,765
(15)
(544)
3,988
segment
Provision for onerous
contracts and lease
-
-
-
-
3
3
-
-
liabilities recalculation
impact
Other revenue not
included in reportable
5
-
-
5
4
-
-
4
segments
Rent revenue not
included in reportable
-
-
-
-
-
-
-
-
segment due to
application of IFRS 16
Add back insurance
and other costs
70
(3)
59
-
71
(3)
58
-
(included within ‘other
expenses’)
Brokerage cost on sale
-
-
-
-
-
-
-
-
of investment property
Management and
Performance Fee
(721)
-
-
-
(450)
-
-
-
Impairment of trade
(19)
-
-
-
-
-
-
-
receivables
Employee benefits
(287)
-
-
-
(282)
-
-
-
expenses
Depreciation and
amortisation
(119)
-
-
-
(115)
-
-
-
Other expenses
(340)
-
-
-
(445)
-
-
-
Other income
24
-
-
-
45
-
-
-
Net gains from fair
value adjustments on
investment property
3,420
-
-
-
2,446
-
-
-
Total
4,655
(44)
(672)
4,104
4,042
(15)
(486)
3,992
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 2025 and 2024:
Lithuania
Latvia
As at 31 December 2025
43,078
5,068
As at 31 December 2024
38,075
4,663
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 2025
(all amounts are in EUR thousand unless otherwise stated)
31
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 5 years.
Analysis of revenue by category:
Group
Company
2025
2024
2025
2024
Rent income
2,565
2,460
3,045
1,991
Utilities revenue
366
303
3
-
Other services revenue (coworking space activity and other revenue
1,173
1,229
32
12
from tenants)
Total revenue
4,104
3,992
3,080
2,003
Analysis of revenue of the Group by geographical areas:
Group
2025
2024
Lithuania
4,099
3,436
Latvia
5
556
Total
4,104
3,992
In 2024 there was one customer in Latvia, from which the Group received 11% of its revenue.
In 2025 there were two customers, from which the Company received more than 10% of its revenue: 15% was received from one
non-related party and 16% from one of the subsidiaries. In 2024 there were two customers, from which the Company received
more than 10% of its revenue: 13% was received from one non-related party and 24% from one of the subsidiaries.
The Group’s future rentals receivable under non-cancellable and cancellable operating leases as at 31 December 2025 and
2024 are as follows:
2025
2024
Within one year
- non-cancellable lease
930
1,019
- non-cancellable amount of cancellable lease
904
786
- minimum lease payments, total
1,834
1,805
- cancellable amount of cancellable lease
279
173
2,113
1,978
Within two years
- non-cancellable lease
559
663
- non-cancellable amount of cancellable lease
419
325
- minimum lease payments, total
978
988
- cancellable amount of cancellable lease
618
461
1,596
1,449
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 2025
(all amounts are in EUR thousand unless otherwise stated)
32
7 Revenue, lease expenses, lease commitments, provisions (cont’d)
Revenue (cont’d)
2025
2024
Within three years
- non-cancellable lease
520
233
- non-cancellable amount of cancellable lease
308
229
- minimum lease payments, total
828
462
- cancellable amount of cancellable lease
223
479
1,051
941
Within four years
- non-cancellable lease
520
168
- non-cancellable amount of cancellable lease
-
235
- minimum lease payments, total
520
403
- cancellable amount of cancellable lease
318
90
838
493
Within five years
- non-cancellable lease
203
168
- non-cancellable amount of cancellable lease
-
-
- minimum lease payments, total
203
168
- cancellable amount of cancellable lease
6
229
209
397
After five years
- non-cancellable lease
-
22
- non-cancellable amount of cancellable lease
-
-
- minimum lease payments, total
-
22
- cancellable amount of cancellable lease
-
-
-
22
Total
5,807
5,280
- non-cancellable lease
2,732
2,273
- non-cancellable of cancellable lease
1,631
1,575
- minimum lease payments, total
4,363
3,848
- cancellable amount of cancellable lease
1,444
1,432
5,807
5,280
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 2025
(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 2025
and 2024 are as follows:
2025
2024
Within one year
- non-cancellable lease
1,173
1,495
- non-cancellable amount of cancellable lease
904
786
- minimum lease payments, total
2,077
2,281
- cancellable amount of cancellable lease
279
173
2,356
2,454
Within two years
- non-cancellable lease
559
901
- non-cancellable amount of cancellable lease
419
325
- minimum lease payments, total
978
1,226
- cancellable amount of cancellable lease
617
462
1,595
1,688
Within three years
- non-cancellable lease
520
233
- non-cancellable amount of cancellable lease
308
229
- minimum lease payments, total
828
462
- cancellable amount of cancellable lease
223
479
1,051
941
Within four years
- non-cancellable lease
520
168
- non-cancellable amount of cancellable lease
-
235
- minimum lease payments, total
520
403
- cancellable amount of cancellable lease
318
90
838
493
Within five years
- non-cancellable lease
203
168
- non-cancellable amount of cancellable lease
-
-
- minimum lease payments, total
203
168
- cancellable amount of cancellable lease
6
229
209
397
After five years
- non-cancellable lease
-
22
- non-cancellable amount of cancellable lease
-
-
- minimum lease payments, total
-
22
- cancellable amount of cancellable lease
-
-
-
22
Total
6,049
5,995
- non-cancellable lease
2,975
2,987
- non-cancellable of cancellable lease
1,631
1,575
- minimum lease payments, total
4,606
4,562
- cancellable amount of cancellable lease
1,443
1,433
6,049
5,995
33
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 2025
(all amounts are in EUR thousand unless otherwise stated)
34
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 2025 and 2024 are as
follows:
2025
2024
Year 1
-
202
Year 2
-
-
Year 3
-
-
Year 4
-
-
Year 5
-
-
After 5 years
-
-
Total
-
202
Unearned interest
-
(2)
-
200
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 9 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 6–36 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 was set off in 2025.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
35
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:
2025
2024
As at 1 January
1
8
Re-estimation of provision at the end of the year
-
(5)
Amount used (recognised as a reduction of ‘Premises rent costs’)
(1)
(2)
Unwinding of the discount and changes in the discount rate
-
-
As at 31 December
-
1
Non-current
-
-
Current
-
1
As at 31 December 2025 the Company recognised non-current provision for the Performance Fee of EUR 1,064 thousand and
EUR 395 thousand payable Performance Fee (as at 31 December 2024: EUR 961 thousand) (Notes 2.11 and 2.19).
The changes in the provision for the Performance Fee is presented below:
2025
2024
As at 1 January
961
684
Re-estimation of provision at the end of the year
498
277
Reclassification of payable part to ‘other current liabilities’
(395)
-
As at 31 December
1,064
961
8 Finance costs
Group
Company
2025
2024
2025
2024
Interest expenses of bank borrowings
(790)
(1,189)
(790)
(959)
Interest expenses of borrowings from third parties
(190)
(70)
-
-
Unwinding of the discount of provision for onerous contract
-
-
-
-
Lease interest
(2)
(6)
(2)
(7)
Other financial expenses
-
-
-
-
(982)
(1,265)
(792)
(966)
9 Income tax
Group
Company
2025
2024
2025
2024
Components of the income tax (expenses)/credit
Current income tax (expense)/credit
(2)
(23)
-
-
Prior year current income tax correction
-
(4)
-
-
Deferred income tax (expense)/credit
(4)
(11)
-
-
Income tax (expense)/credit charged to profit or loss – total
(6)
(38)
-
-
There is no income tax expense (credit) recognised in other comprehensive income. Deferred income tax asset and liability
were estimated at 17 % and 16% rates as at 31 December 2025 and 2024 respectively.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
36
9 Income tax (cont’d)
The movement in deferred income tax assets and liabilities of the Group during 2025 is as follows:
Balance as at
Recognised in profit
Balance as at
31 December
or loss during the
31 December
2024
year
2025
Deferred tax asset
Tax loss carry forward
71
-
71
Investment properties
-
-
-
Deferred tax asset available for recognition
71
-
71
Less: unrecognised deferred tax asset from tax losses carried forward
(55)
(4)
(59)
Less: unrecognised deferred tax asset due to future uncertainties
-
-
-
Recognised deferred income tax asset
16
(4)
12
Asset netted with liability of the same legal entities
-
-
-
Deferred income tax asset, net
16
(4)
12
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
16
(4)
12
The movement in deferred income tax assets and liabilities of the Group during 2024 is as follows:
Balance as at
Recognised in profit
Balance as at
31 December
or loss during the
31 December
2023
year
2024
Deferred tax asset
Tax loss carry forward
79
(8)
71
Investment properties
-
-
-
Deferred tax asset available for recognition
79
(8)
71
Less: unrecognised deferred tax asset from tax losses carried forward
(52)
(3)
(55)
Less: unrecognised deferred tax asset due to future uncertainties
-
-
-
Recognised deferred income tax asset
27
(11)
16
Asset netted with liability of the same legal entities
-
-
-
Deferred income tax asset, net
27
(11)
16
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
27
(11)
16
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 2025
(all amounts are in EUR thousand unless otherwise stated)
37
9 Income tax (cont’d)
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 2025 and 2024 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
2025
2024
2025
2024
Profit before income tax
3,673
2,777
3,667
2,795
Tax calculated at the tax rate of 0 %
-
-
-
-
Tax effect of non-deductible expenses and non-taxable income
(3)
(9)
-
-
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
-
-
-
-
Prior year current income tax correction
-
(4)
-
-
Differences in tax rates in subsidiaries (17/16% instead of 0%)
(3)
(25)
-
-
Income tax (expense)/credit recorded in the statement of
comprehensive income
(6)
(38)
-
-
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.
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 2025 was as follows:
Number of shares
Par value
Issued/365
Weighted average
Calculation of weighted average for the year 2025
(thousand)
(EUR)
(days)
(thousand)
Shares issued as at 31 December 2024
7,954
1.45
355/365
7,954
Own shares acquired as at 22 October 2025
(21)
1.45
10/365
(1)
Shares issued as at 31 December 2025
7,933
1.45
-
7,953
The weighted average number of shares for the year ended 31 December 2024 was as follows:
Number of shares
Par value
Issued/366
Weighted average
Calculation of weighted average for the year 2024
(thousand)
(EUR)
(days)
(thousand)
Shares issued as at 31 December 2023
8,061
1.45
368/366
8,061
Own shares acquired as at 12 December 2024
(46)
1.45
19/366
(2)
Own shares acquired as at 24 December 2024
(62)
1.45
7/366
(1)
Shares issued as at 31 December 2024
7,953
1.45
-
8,058
Group
2025
2024
Net profit (loss), attributable to the equity holders of the parent
3,667
2,739
Weighted average number of ordinary shares (thousand)
7,953
8,058
Basic earnings (deficit) per share (EUR)
0.46
0.34
For 2025 and 2024 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 2025
(all amounts are in EUR thousand unless otherwise stated)
38
11 Investment properties
The movements of investment properties of the Group were:
Other investment
Properties
Investment
properties valued
leased out
properties held
Total
using sales
by the entity
for future
comparison method
redevelopment
Fair value hierarchy
Level 2
Level 3
Level 3
Balance as at 31 December 2023
9,489
31,069
1,500
42,058
Subsequent expenditure
-
95
5,418
5,513
Transfer to other valuation level (Note 4)
(4,452)
(1,700)
6,152
-
Sales
(600)
(6,850)
-
(7,450)
Gain from fair value adjustment
226
2,281
114
2,621
Loss from fair value adjustment
-
(95)
(80)
(175)
Balance as at 31 December 2024
4,663
24,800
13,104
42,567
Subsequent expenditure
-
1,700
81
1,781
Transfer to other valuation level (Note 4)
-
7,104
(7,104)
-
Gain from fair value adjustment
405
1,496
1,519
3,420
Loss from fair value adjustment
-
-
-
-
Balance as at 31 December 2025
5,068
35,100
7,600
47,768
Unrealized gains or losses for the period, included within
‘Net gain (losses) on fair value adjustments of investment
405
1,496
1,519
3,420
property’ in profit or loss
The movements of investment properties of the Company were:
Other investment
Properties
Investment
properties valued
leased out by
properties held
Total
using sales
the entity
for future
comparison method
redevelopment
Fair value hierarchy
Level 2
Level 3
Level 3
Balance as at 31 December 2023
4,452
21,601
1,500
27,553
Additions through merger of subsidiary (Note 5)
-
4,200
-
4,200
Subsequent expenditure
-
34
5,418
5,452
Transfer to other valuation level (Note 4)
(4,452)
(1,700)
6,152
-
Gain from fair value adjustment
-
700
114
814
Loss from fair value adjustment
-
(34)
(80)
(114)
Balance as at 31 December 2024
-
24,801
13,104
37,905
Subsequent expenditure
-
1,700
81
1,781
Transfer to other valuation level (Note 4)
-
7,104
(7,104)
-
Gain from fair value adjustment
-
1,496
1,519
3,015
Loss from fair value adjustment
-
-
-
Balance as at 31 December 2025
-
35,101
7,600
42,701
Unrealized gains or losses for the period, included within
‘Net gain (losses) on fair value adjustments of
investment property’ in profit or loss
-
1,496
1,519
3,015
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 2025
(all amounts are in EUR thousand unless otherwise stated)
11 Investment properties (cont’d)
Investment properties of the Group are office buildings warehouses (sold in 2024) and properties held for future development.
The majority of buildings 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
2025
2024
2025
2024
To properties that generated rental income
837
563
711
421
To properties that did not generate rental income
73
116
161
76
910
679
872
497
On 08 October 2024, a real estate purchase and sale agreement was concluded by the Company. The agreement pertains to the
sale of a 2.9 ha plot of land located, which is owned by the Company’s subsidiary Dommo Gruppa, SIA, along with a warehouse
of 12,800 sq. m. situated on the land, owned by Dommo Biznesa Parks, SIA. Selling price EUR 7,450 thousand. The Group
generated a profit of EUR 1,748 thousand in 2024 compared to the value at the beginning of the year. Upon completion of the
transaction, the Company continues to manage 52 ha of land plots in Latvia, owned by the Company’s subsidiary Dommo Gruppa,
SIA, which are designated for further development or future sale. A portion of the funds received from the transaction was used
to repay a bank loan in Latvia, while the majority of the funds will be used to finance the completion of the reconstruction of the
property owned by the Company at Vilniaus str. 37.
During 2025 the reconstruction expenses of EUR 81 thousand, EUR 1,695 thousand and EUR 244 thousand were incurred
additionally for the investment properties, located at Palangos 4, Vilnius, Vilniaus 37, Vilnius, and Stulginskio g. 8 Vilnius
respectively. In addition, 179 thousand subsidy was received from the State as partial compensation of Vilniaus 37 reconstruction
expenses.
During 2024 the reconstruction expenses of EUR 281 thousand, EUR 5,137 thousand and EUR 95 thousand were incurred
additionally for the investment properties, located at Palangos 4, Vilnius, Vilniaus 37, Vilnius, and Stulginskio g. 8 Vilnius
respectively.
As at 31 December 2025 and 2024 outstanding payables for additions and subsequent expenditure from 2025 and 2024 for
investment properties amounted to EUR 147 thousand and EUR 728 thousand respectively.
Investment properties were measured at fair value. During 2025, properties leased out by the entity in Lithuania were valued as
at 31 October 2025 and 30 April 2025, 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 and market approach. During
2025 investment properties located in Latvia were valued as at 31 October 2025 and 30 April 2025, respectively, by an accredited
valuer SIA OBER-HAUS Vertešanas Serviss using a market approach for land.
During 2024, properties leased out by the entity in Lithuania were valued as at 31 October 2024 and 30 April 2024, 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 2024 investment properties located in Latvia were valued as at 31
October 2024 and 30 April 2024, 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 2025 and 31
December 2024, only value of investment property located in Vilnius str. 37 was updated by zero and EUR 1,360 thousand, which
represent capitalised costs of reconstruction expenses after valuation date. In addition, in November 2024, a plot of land located
at Vilnius Street 37 was purchased for EUR 44 thousand.
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.
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.
39
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 2025
(all amounts are in EUR thousand unless otherwise stated)
11 Investment properties (cont’d)
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
2025
2024
2025
2024
Offices premises in city centre – Lithuania
35,100
24,800
35,100
24,801
35,100
24,800
35,100
24,801
Description of valuation techniques used and key inputs to valuation on investment properties located in Lithuania as at 31
December 2025:
Range (weighted
Valuation technique
Significant unobservable inputs
average)
Discount rate (%)
7.75 – 9.25 (8.36)
Capitalisation rate for terminal value (%)
5.5 – 7.5 (6.77)
Properties leased out by the
Discounted cash flows
entity
Vacancy rate (%)
0 – 25
Office premises in city centre - Rent price
3.7 – 47.5
EUR per sq. m. (without VAT)
Profit on cost ratio of the entire project (%)
15
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
1,736
complete
VAT)
Sales price EUR per sq. m. (with VAT)*
4,652
All inputs in the Company are the same as in the Group.
40
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 2025
(all amounts are in EUR thousand unless otherwise stated)
41
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 2024:
Valuation technique
Significant unobservable inputs
Range (weighted
average)
Discount rate (%)
9-9.5 (9.13)
Properties leased out by the
Discounted cash flows
Capitalisation rate for terminal value (%)
7.25-7.5 (7.33)
entity
Vacancy rate (%)
0-25
Office premises in city centre - Rent price
3.7-25
(14.82)
EUR per sq. m. (without VAT)
Profit on cost ratio of the entire project (%)
15-25
Investment properties held for
Discounted cash flows
Capitalisation rate for terminal value (%)
5.5-6.
25
future redevelopment
with estimated costs to
Cost to completion EUR per sq. m (without
758-1,761
complete
VAT)
Sales price EUR per sq. m. (with VAT)*
4,475-6,109
All inputs in the Company are the same as in the Group.
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 2025 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 %
3,900
1,600
(3,800)
(1,700)
Change in construction costs by 10%
-
(1,300)
-
1,200
Change in expected vacancy rates by 20%
(1,000)
-
900
-
Change in discount and capitalization rate by 50 bps
(2,700)
(1,200)
3,200
1,300
Change in profit on cost ratio of the entire project by 200 bps
-
(300)
-
200
The sensitivity analysis of investment properties located in Lithuania valued using income approach as at 31 December 2024 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 %
2,700
2,600
(2,500)
(2,600)
Change in construction costs by 10%
-
(1,900)
-
1,900
Change in expected vacancy rates by 20%
(400)
-
600
-
Change in discount and capitalization rate by 50 bps
(1,500)
(2,000)
1,900
2,400
Change in profit on cost ratio of the entire project by 200 bps
-
(400)
-
500
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 2025
(all amounts are in EUR thousand unless otherwise stated)
42
11 Investment properties (cont’d)
As at 31 December 2025 the Group’s investment properties with carrying amount of EUR 42,670 thousand (EUR 36,631 thousand
as at 31 December 2024) were pledged to the banks as collateral for the loans (Note 16).
As at 31 December 2025 the Company’s investment properties with carrying amount of EUR 42,670 thousand (EUR 36,631
thousand as at 31 December 2024) 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 2025 and 2024.
No contractual obligations to purchase, construct, repair or enhance investment properties existed at the end of the period.
12 Financial instruments by category
Group
Financial assets at amortised cost
2025
2024
Assets as per statement of financial position
Financial lease receivables
-
200
Trade and other receivables excluding tax prepayments
171
102
Cash and cash equivalents
801
1,841
Total
972
2,143
Financial assets at
Assets at fair value
Company
amortised cost
through the profit
Total
and loss
31 December 2025
Assets as per statement of financial position
Financial lease receivables
-
-
-
Investments into subsidiaries designated at fair value through profit or loss
-
2,586
2,586
Trade and other receivables excluding tax prepayments
194
-
194
Cash and cash equivalents
484
-
484
Total
678
2,586
3,264
Financial assets at
Assets at fair value
Company
amortised cost
through the profit
Total
and loss
31 December 2024
Assets as per statement of financial position
Financial lease receivables
200
-
200
Investments into subsidiaries designated at fair value through profit or loss
-
5,268
5,268
Trade and other receivables excluding tax prepayments
16
-
16
Cash and cash equivalents
273
-
273
Total
489
5,268
5,757
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 2025
(all amounts are in EUR thousand unless otherwise stated)
43
12 Financial instruments by category (cont’d)
Group
Financial liabilities at amortised cost
2025
2024
Liabilities as per statement of financial position
Borrowings
18,083
16,982
Lease liabilities
77
164
Provision for onerous lease contract
-
1
Trade payables
291
888
Other current liabilities excluding taxes and employee benefits
525
546
Total
18,976
18,581
Company
Financial liabilities at amortised cost
2025
2024
Liabilities as per statement of financial position
Borrowings
15,255
15,944
Lease liabilities
77
164
Provision for onerous lease contract
-
1
Trade payables
188
764
Other current liabilities excluding taxes and employee benefits
724
634
Total
16,244
17,507
13 Trade and other receivables
Group
Company
2025
2024
2025
2024
Trade receivables, gross
217
130
234
42
Accrued lease income, gross
1
-
1
-
Taxes receivable, gross
-
15
-
13
Total trade and other receivable, gross
218
145
235
55
Less: provision for impairment of trade and other receivables
(47)
(28)
(41)
(26)
Trade and other receivable net of expected credit losses
171
117
194
29
Changes in provision for impairment of trade and other receivables for the year 2025 and 2024 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 were as follows:
Group
Impairment losses
Balance as at 31 December 2023
31
Charge for the year
-
Write-offs charged against the provision
-
Enforcement activity ended
(3)
Recoveries of amounts previously impaired
-
Balance as at 31 December 2024
28
Charge for the year
19
Write-offs charged against the provision
-
Recoveries of amounts previously impaired
-
Balance as at 31 December 2025
47
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 2025
(all amounts are in EUR thousand unless otherwise stated)
44
13 Trade and other receivables (cont’d)
Movements in the accumulated impairment losses on credit impaired accounts receivable of the Company were as follows:
Company
Impairment losses
Balance as at 31 December 2023
26
Charge for the year
-
Write-offs charged against the provision
-
Enforcement activity ended
-
Recoveries of amounts previously impaired
-
Balance as at 31 December 2024
26
Charge for the year
15
Write-offs charged against the provision
-
Enforcement activity ended
-
Recoveries of amounts previously impaired
-
Balance as at 31 December 2025
41
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
30 days
days
days
90 days
impaired
As at 31 December 2025
Trade receivables net of write off
82
78
10
-
-
47
217
Accrued lease income
1
-
-
-
-
-
1
Expected credit losses
-
-
-
-
-
(47)
(47)
Trade and other receivable net of expected
83
78
10
-
-
-
171
credit losses
As at 31 December 2024
Trade receivables net of write off
59
29
7
-
7
28
130
Accrued lease income
-
-
-
-
-
-
-
Expected credit losses
-
-
-
-
-
(28)
(28)
Trade and other receivable net of expected
59
29
7
-
7
-
102
credit losses
The credit quality of trade receivables of the Company can be assessed on the ageing analysis disclosed below:
Company
More
Current
Less than
30–60
61–90
than 90
Credit
Total
30 days
days
days
impaired
As at 31 December 2025
Trade receivables net of write off
133
56
4
-
-
days
41
234
Accrued lease income
1
-
-
-
-
-
1
Expected credit losses
-
-
-
-
-
(41)
(41)
Trade and other receivable net of expected
134
56
4
-
-
-
194
credit losses
As at 31 December 2024
Trade receivables net of write off
11
2
1
-
2
26
42
Accrued lease income
-
-
-
-
-
-
-
Expected credit losses
-
-
-
-
-
(26)
(26)
Trade and other receivable net of expected
11
2
1
-
2
-
16
credit losses
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 2025
(all amounts are in EUR thousand unless otherwise stated)
45
13 Trade and other receivables (cont’d)
The impairment losses for not credit impaired trade receivables is not recognised, because it is immaterial. As at 31 December
2025 and 2024 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 2025
2
7
6
2
30
47
Trade receivables net of write off as at 31December 2024
-
-
-
-
28
28
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 2025
-
7
4
2
28
41
Trade receivables net of write off as at 31 December 2024
-
-
-
-
26
26
14 Share capital and reserves
As at 31 December 2025 and 31 December 2024 the Company’s and the Group’s share capital was divided into 7,932,923 and
8,061,414 ordinary registered shares respectively with the nominal value of EUR 1.45 each. All the shares of the Company
were fully paid. As at 31 December 2025 and 31 December 2024 the Company held 21,011 and 107,480 of its own shares
respectively (0.26% and 1.33% of share capital).
From 14 October 2025 until 20 December 2025 the Company implemented share buy-back through the tender offer market.
Maximum number of shares to be acquired was 73,000. Share acquisition price established at EUR 3.00 per share on the basis
of Dutch auction . During buy-back 21,011 shares were acquired for EUR 63 thousand, including brokerage fees. The acquired
shares were settled on 22 October 2025.
From 4 December 2024 until 10 December 2024 the Company implemented share buy-back through the tender offer market.
Maximum number of shares to be acquired was 100,000. Share acquisition price established at EUR 2.50 per share on the
basis of Dutch auction . During buy-back 45,759 shares were acquired for EUR 115 thousand, including brokerage fees. The
acquired shares were settled on 12 December 2024.
From 16 December 2024 until 20 December 2024 the Company implemented second share buy-back through the tender offer
market. Maximum number of shares to be acquired was 100,000. Share acquisition price established at EUR 2.70 per share on
the basis of Dutch auction . During buy-back 61,721 shares were acquired for EUR 167 thousand, including brokerage fees. The
acquired shares were settled on 27 December 2024.
According to the decision of shareholders 107,480 of acquired own shares were cancelled, and the reserve for the acquisition of
own shares was decreased by EUR 126 thousand, the value of own shares cancelled amounted for EUR 282 thousand and
share capital was decreased by EUR 156 thousand. The changes in share capital were registered in the Register of Legal
entities on 21 August 2025. From 21 August 2025 the total authorised number of ordinary shares is 7,932,923 with the par value
of EUR 1.45 per share, the Company’s authorized share capital is equal to EUR 11,533,205.
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 0.09 per share and total dividends of EUR 716 thousand in respect of the year ended 31 December
2024 was approved at the Annual General Meeting of Shareholders on 30 April 2025.
Payment of dividends of EUR 0.09 per share and total dividends of EUR 726 thousand in respect of the year ended 31 December
2023 was approved at the Annual General Meeting of Shareholders on 30 April 2024.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
46
16 Borrowings
Group
Company
2025
2024
2025
2024
Non-current:
Non-current bank borrowings
14,526
15,192
14,526
15,192
Non-current other borrowings
-
1,000
-
-
14,526
16,192
14,526
15,192
Current:
Current portion of non-current borrowings
729
752
729
752
Current other borrowings
2,828
38
-
-
Borrowings from related parties
-
-
-
-
3,557
790
729
752
Total borrowings
18,083
16,982
15,255
15,944
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
2025
2024
2025
2024
Fixed
2,836
1,066
8
28
Floating
15,247
15,916
15,247
15,916
18,083
16,982
15,255
15,944
The carrying amounts of assets pledged to the banks to secure the repayment of borrowings are as follows:
Group
Company
2025
2024
2025
2024
Investment properties (Note 11)
42,671
36,631
42,671
36,631
Cash
420
234
420
234
Weighted average effective interest rates of borrowings for the period:
Group
Company
2025
2024
2025
2024
Borrowings
5.65%
6.66%
5.09%
6.58%
As at 31 December 2025 and 2024 all Group entities have complied with bank loan covenants.
On 29 May 2025 and 9 October 2025 the Group borrowed EUR 1300 thousand and EUR 300 thousand from AB Invalda INVL.
Both loans bear interest at an annual rate of 10%. The repayment term of the loan is 31 January 2026.
The Group and the Company received EUR 1,600 thousand and nil and repaid EUR 678 thousand and EUR 678 thousand,
respectively, in 2025.
On 27 June 2024, the Group borrowed EUR 800 thousand and EUR 800 thousand from AB Invalda INVL and its a subsidiary
respectively. Both loans bear interest at an annual rate of 10%. Both loans were short-term and were repaid by the end of the
year. In addition, The Group received a loan of EUR 1,000 thousand from a third party with a maturity date of 31 July 2026.
On 7 November 2024 the sale of the warehouse by Dommo Biznesa Parks resulted in the repayment of a loan received from the
Latvian branch of OP Corporate Bank plc on 21 December 2023.
The Group and the Company received EUR 3,150 thousand and nil and repaid EUR 4,828 thousand and EUR 580 thousand,
respectively, in 2024.
After the acquisition and merger of AB "Pramogų Bankas" to the Company, the Group took over the available long-term loan of
AB Artea Bankas (former AB Šiaulių Bankas), which was EUR 1,472 thousand on the date of these statements. The final loan
repayment term is 27 June 2028.
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 2025
(all amounts are in EUR thousand unless otherwise stated)
47
16 Borrowings (cont‘d)
Changes in liabilities arising from financing activities are presented in the table below:
Group
Company
Borrowings
Dividends
and lease
Dividends payable
Borrowings and
payable (Note
(Note 15, 17)
lease liabilities
liabilities
15, 17)
As at 31 December 2023
19,056
454
15,352
454
Cash flows from (to) financing activities
(3,178)
(722)
(1,816)
(722)
Interest expenses (Note 8)
1,265
-
966
-
Increase of lease liabilities recalculation due to
indexation and modification
3
-
3
-
Borrowings acquired through acquisition of the
group of asset (the Group) and the merger (the
Company) (Note 5)
-
-
1,603
-
Approved dividends
-
726
-
726
As at 31 December 2024
17,146
458
16,108
458
Cash flows from (to) financing activities
(40)
(709)
(1,640)
(709)
Interest expenses (Note 8)
982
-
792
-
Increase of lease liabilities recalculation due to
indexation and modification
72
-
72
-
Borrowings acquired through acquisition of the
group of asset (the Group)
-
-
-
-
Approved dividends
-
716
-
716
As at 31 December 2025
18,160
465
15,332
465
17 Other current liabilities
Other current liabilities are presented in the table below:
Group
Company
2025
2024
2025
2024
Financial liabilities
Dividends payable
465
458
465
458
Performance Fee (Note 7, 2.19)
-
-
-
-
Other amounts payable
60
88
259
176
525
546
724
634
Non – financial liabilities
Salaries and social security contributions payable
65
66
-
-
Tax payable
83
28
78
22
Payable performance fee
395
-
395
-
543
94
473
22
Total other current liabilities
1,068
640
1,197
656
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 2025
(all amounts are in EUR thousand unless otherwise stated)
48
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 2025 and related balances as at 31 December 2025 were as follows:
Purchases
Revenue and
(including
Payables to
2025
other income
provision) and
Receivables
related parties
from related
interest from
from related
(excluding
parties
related parties
parties
provision)
Group
Other related parties (accounting services)
-
41
-
-
Other related parties (borrowings)
-
84
-
1,683
Other related parties (rent, utilities and other)
-
5
-
-
Other related parties (management services
-
721
-
415
provided by the Management Company)
-
851
-
2,098
The Group’s transactions with related parties during 2024 and related balances as at 31 December 2024 were as follows:
Purchases
Revenue and
(including
Payables to
2024
other income
provision) and
Receivables
related parties
from related
interest from
from related
(excluding
parties
related parties
parties
provision)
Group
Other related parties (accounting services)
-
41
-
7
Other related parties (borrowings)
-
32
-
-
Other related parties (rent, utilities and other)
-
5
-
-
Other related parties (management services
-
450
-
17
provided by the Management Company)
-
528
-
24
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 2025 and balances as at 31 December 2025 were as follows:
Revenue and
2025
other income
Purchases and
Receivables
from related
interest from
from related
Payables to
parties
related parties
parties
related parties
Company
Loans to subsidiaries
-
-
2,246
-
Transfer of loans within the group
1,700
1,600
-
-
Rent
495
-
113
-
Other
-
485
-
214
2,195
2,085
2,359
214
As described in Note 2.7, 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 2025
(all amounts are in EUR thousand unless otherwise stated)
49
18 Related party transactions (cont’d)
Transactions of the Company with subsidiaries in 2024 and balances as at 31 December 2024 were as follows:
Revenue and
2024
other income
Purchases and
Receivables
from related
interest from
from related
Payables to
parties
related parties
parties
related parties
Company
Loans to subsidiaries
-
-
4,946
-
Transfer of loans within the group
3,008
2,041
-
-
Rent
485
-
-
-
Other
-
320
-
90
3,493
2,361
4,946
90
The Company’s transactions with other related parties during 2025 and related balances as at 31 December 2025 were as follows:
Purchases
Revenue and
(including
Payables to
2025
other income
provision) and
Receivables
related parties
from related
interest from
from related
(excluding
parties
related parties
parties
provision)
Company
Other related parties (accounting services)
-
24
-
-
Other related parties (rent, utilities and other)
-
4
-
-
Other related parties (management services
-
721
-
415
provided by the Management Company)
-
749
-
415
The Company’s transactions with other related parties during 2024 and related balances as at 31 December 2024 were as follows:
Purchases
Revenue and
(including
Payables to
2024
other income
provision) and
Receivables
related parties
from related
interest from
from related
(excluding
parties
related parties
parties
provision)
Company
Other related parties (accounting services)
-
24
-
4
Other related parties (rent, utilities and other)
-
3
-
-
Other related parties (management services
-
450
-
17
provided by the Management Company)
-
477
-
17
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 2025
(all amounts are in EUR thousand unless otherwise stated)
50
18 Related party transactions (cont’d)
The movements of loans granted to subsidiaries of the Group were:
Company
2025
2024
At 1 January
4,946
8,593
Loans granted during year
-
-
Loans repayment received
(1,600)
(5,615)
Changes in fair value of loans granted
(1,100)
1,971
Interest charged
-
8
Interest received
-
(11)
At 31 December
2,246
4,946
The movements of borrowings from AB Invalda INVL and its subsidiaries were:
Group
Company
2025
2024
2025
2024
At 1 January
-
-
-
-
Loans granted during year
1,600
1,600
-
-
Loans repayment received
-
(1,600)
-
-
Interest charged
84
32
-
-
Interest received
-
(32)
-
-
At 31 December
1,684
-
-
-
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
2025
2024
2025
2024
Wages, salaries and bonuses
2
2
-
-
Management Fee (Note 2.11)
223
173
223
173
Performance Fee (Note 2.11)
(change in provision)
498
277
498
277
Total key management compensation
723
452
721
450
There were no loans granted to key management during the reporting period or outstanding at the end of the reporting period.
During 2025 the Company paid to “Invalda INVL” UAB EUR 170 thousand of dividends, net of tax, and paid to other shareholders,
who have significance influence, EUR 264 thousand of dividends, net of tax.
During 2024 the Company paid to “INVL Life” UAB EUR 170 thousand of dividends, net of tax, and paid to other shareholders,
who have significance influence, EUR 264 thousand of dividends, net of tax.
19 Remuneration to auditors
Group
Company
2025
2024
2025
2024
The Group’s and the Company’s statutory audit fee
31
30
31
30
From 2024 the Group’s and the Company’s statutory audit was performed by UAB BDO auditas ir apskaita. In 2025 and 2024
UAB BDO auditas ir apskaita did not provide any non-audit services (including other assurance services and tax advisory
services).
20 Events after the reporting period
On 3 March 2026 the Company signed an agreement with AB Artea bank regarding an amendment to the existing credit
agreement. Under the signed agreement, the maximum credit amount has been increased to EUR 23.1 million. Pursuant to this
agreement, the Company is granted an additional credit facility of up to EUR 8 million. The final maturity date of the credit has
also been extended from 27 June 2028 to 2 March 2031.
2025 CONSOLIDATED ANNUAL
MANAGEMENT REPORT
Special Closed-End Type Real Estate Investment Company‘s
“INVL Baltic Real Estate”
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 52
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
Note:
This English version of the Consolidated Annual Management Report for 2025 is a translation of the original document prepared in
Lithuanian. Every effort has been made to ensure the accuracy and fidelity of this translation. However, in the event of any
discrepancies in interpretation, meaning, or content, the Lithuanian version shall prevail.
CONTENT
CONTENT ................................................................................................................................. 52
I. GENERAL INFORMATION ........................................................................................................ 55
1. Legal basis of preparation and content of information ..................................................................................................... 55
2. Reporting period for which the management report is prepared ....................................................................................... 55
3. General information about the Issuer and other companies comprising the Issuer‘s Group .................................................. 55
3.1. Information about the Issuer ......................................................................................................................... 55
3.2. Information about Company’s goals, philosophy, and strategy ........................................................................... 56
3.3. Information about the Issuer’s Group of companies .......................................................................................... 56
3.3.1. Companies of INVL Baltic Real Estate (date as of 31 December 2025) .............................................................. 56
II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS .............................................................. 63
4. Overview of the Issuer and its Group activity ................................................................................................................ 63
4.1. Comment by Vytautas Bakšinskas, Real Estate Fund Manager at INVL Asset Management .................................... 63
4.2. Operational Environment .............................................................................................................................. 63
4.3. Key figures of INVL Baltic Real Estate ............................................................................................................. 64
4.4. Results of INVL Baltic Real Estate ................................................................................................................... 64
4.5 Financial ratios* ............................................................................................................................................ 65
4.6. Net Asset value of INVL Baltic Real Estate ....................................................................................................... 65
4.7. Significant Issuer’s and its Group events during the reporting period, effect on the financial statement................... 67
5. Significant events of the Issuer and its Group since the end of the reporting period ........................................................... 67
6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts ......................................................... 68
6.1. Evaluation of implementation of goals ............................................................................................................ 68
6.2. Activity plans and forecast ............................................................................................................................ 68
III. INFORMATION ABOUT SECURITIES ....................................................................................... 69
7. The order of amendment of Issuer’s Articles of Association ............................................................................................. 69
8. Structure of the authorized capital ............................................................................................................................... 69
8.1 Changes in authorized capital ......................................................................................................................... 69
8.2. Information about the Issuer’s treasury shares ................................................................................................ 69
9. 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 ........................................................................................................................................................... 70
Table 9.1. Main characteristics of INVL Baltic Real Estate shares admitted to trading .................................................. 70
Table 9.2. Trading in the Company’s shares ........................................................................................................... 70
Table 9.3. Trading in INVL Baltic Real Estate shares 2021 – 2025 ............................................................................. 71
Table 9.4. Capitalisation 2021 - 2025 .................................................................................................................... 71
10. Shareholders ........................................................................................................................................................... 73
10.1. Information about Company’s shareholders ................................................................................................... 73
10.2. Rights and obligations carried out by the shares ............................................................................................. 74
11. Dividends ................................................................................................................................................................ 75
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 53
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
11.1. Table. Indexes related with shares*.............................................................................................................. 75
IV. ISSUER’S MANAGING BODIES ............................................................................................... 77
12. Structure, authorities, the procedure for appointment and replacement .......................................................................... 77
12.1. General Shareholders’ Meeting ..................................................................................................................... 77
12.2. Management company, the Investment Committee ........................................................................................ 79
13. 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 ...................................................................................... 81
13.1. The issuer's management bodies .................................................................................................................. 81
14. Information about the Audit Committee of the Company ............................................................................................... 85
14.1. Members of the Audit Committee ................................................................................................................. 86
15. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets transferred and
guarantees granted to the Managing bodies and company providing accounting services ........................................................ 87
V. OTHER INFORMATION ........................................................................................................... 89
16. Agreements with intermediaries on public trading in securities ...................................................................................... 89
17. Information on Issuer’s branches and representative offices .......................................................................................... 89
18. A description of the principal risks and uncertainties..................................................................................................... 89
18.1. General Risk Factors in the Business Field Where the Group Operates ............................................................... 89
18.2. Risk Factors Characteristic of the Group ........................................................................................................ 90
18.3. Risk Factors Related to the Company’s Shares (investments thereto) ............................................................... 91
18.4. Other Risks................................................................................................................................................ 92
18.5. The most Important risk factors during the reporting period ............................................................................ 93
18.6. The main indications about internal control and risk management systems related to the preparation of consolidated
financial statements ............................................................................................................................................ 93
18.7. 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. .................................................. 94
19. 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 .................................................................................................................................. 94
19.1. Employees ................................................................................................................................................. 94
19.2. Environmental Protection and actions regarding climate change ....................................................................... 94
19.3. Information about activities of the issuer and companies comprising the issuer’s group in the field of research and
development ...................................................................................................................................................... 95
19.4. Fight against corruption and bribery ............................................................................................................. 95
19.5. Key Intangible Resources ............................................................................................................................ 95
20. 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. ............................... 95
21. Significant investments made during the reporting period ............................................................................................. 95
22. 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 ...................................................................................................... 96
23. Information about any control systems in the employee share plan that are not exercised directly by employees ................ 96
24. Information on the related parties’ transactions ........................................................................................................... 96
25. Information on harmful transactions in which the issuer is a party ................................................................................. 96
26. References to and additional explanations of the data presented in the annual financial statements and consolidated financial
statements ................................................................................................................................................................... 96
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 54
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
28. Information on Audit Company .................................................................................................................................. 96
29. Data on the publicly disclosed information................................................................................................................... 97
Table 29.1. Summary of publicly disclosed information ............................................................................................ 97
Table 29.2. Summary of the notifications on transactions in INVL Baltic Real Estate shares concluded by managers of the
Company during 2025. ........................................................................................................................................ 98
APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT DETAILS ......................... 99
APPENDIX 2. CORPORATE GOVERNANCE CODE .......................................................................... 100
APPENDIX 3. INFORMATION ABOUT COMPANY'S MANAGEMENT .................................................... 115
APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS ... 117
APPENDIX 5. REMUNERATION REPORT ...................................................................................... 121
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 55
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
I. GENERAL INFORMATION
1. Legal basis of preparation and content of information
The Consolidated Annual Management Report of the public joint-stock company Special closed-ended type real estate investment
company “INVL Baltic Real Estate” (hereinafter – the Company, INVL Baltic Real Estate or the Issuer) 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 Law on Managers of Alternative Collective Investment Undertakings of the Republic of Lithuania
(hereinafter – LMACIU), the Law on Collective Investment Undertakings of the Republic of Lithuania, the Law on Reporting of
Companies and Groups of 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 Company informs that the information in this Annual Management Report is divided into five (V) sections. These sections
disclose 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 Management Report is relevant to understanding the Company's performance, condition and impact of operations.
2. Reporting period for which the management report is prepared
The Management report covers the financial period of INVL Baltic Real Estate, starting from 1 January 2025 and ending on 31
December 2025. The Management report includes significant events that occurred since the end of the reporting period.
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”
Company code
152105644
Registration address
Gynėjų str. 14, 01110, Vilnius, Lithuania
Telephone
+370 5 279 0601
E-mail
breinfo@invl.com
Website
www.invlbalticrealestate.com
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
Register in which data about the
Company are accumulated and stored
Register of Legal Entities
Management company
INVL Asset Management, UAB, code 126263073, license of a management
company acting pursuant to the LMACIU No. 3
Depository
SEB bankas, AB, code 112021238, bank license No. 2
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 56
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
3.2. Information about Company’s goals, philosophy, and strategy
INVL Baltic Real Estate is a real estate investment company established on 28 January 1997, formerly known as Invaldos
Nekilnojamo Turto Fondas, AB. On 17 August 2015 the Company was merged with its parent company, thereby assuming all of its
rights and obligations.
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
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. The Company does not have a Supervisory Board. The
Company’s management bodies are not formed.
According to the Articles of Association of the Company, the Management company formed an 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 centres and warehouse and
manufacturing 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 have 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 2020 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 is expected in the policy.
3.3. Information about the Issuer’s Group of companies
Portfolio companies of INVL Baltic Real Estate – the structure of the Group companies is disclosed below – owned 5 real estate
properties in Vilnius and Riga during the reporting period. 4 out of 5 properties generate leasing income and most of them offer
prospects for further development.
The number of real estate properties managed by the Company has changed compared to the reporting period of 2024 - on 29
November 2024 Company's subsidiaries Dommo Grupa and Dommo Biznesa Parks signed a deed of real estate acceptance and
transfer with Bohnenkamp, SIA and have completed the sale of a 2.9 ha plot of land located at Franču iela 1, Stūnīši, Olaines pag.,
Olaines nov., LV-2127, Latvia, which was owned by the Company’s subsidiary Dommo Gruppa, SIA, along with a warehouse of
12,800 sq. m. situated on the land, owned by Dommo Biznesa Parks, SIA. Upon completion of the transaction, the Company
continues to manage 52 ha of land plots in Latvia, owned by the Company’s subsidiary Dommo Gruppa, SIA, which is currently not
generating any additional rental income and are designated for further development or future sale.
On June 5, 2025, the reorganization of SIA Dommo Biznesa Parks was completed. SIA Dommo Biznesa Parks was merged with SIA
Dommo Grupa.
INVL Baltic Real Estate seeks to generate returns from investments in commercial real estate by ensuring the growth of leasing
income and continuously enhancing the value potential of existing properties, leveraging their strategic location.
3.3.1. Companies of INVL Baltic Real Estate (date as of 31 December 2025)
Company
Registration
information
Shares (voting rights)
directly or indirectly
held by the Company
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
100 percent
investments into
commercial rental
real estate
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
100 percent
investments into
commercial rental
real estate
Tel. +370 5 2790601
breinfo@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
100 percent
investments into
commercial rental
real estate
Tel. +370 5 2790601
breinfo@invl.com
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 57
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
Fig. 3.3.2. Simplified Group structure of INVL Baltic Real Estate until 5 June 2025
Fig. 3.3.3. Simplified Group structure of INVL Baltic Real Estate after 6 June 2025
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 58
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
3.3.4. Real estate objects owned by Group companies in Vilnius (Lithuania)
Fig. 3.3.4. 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.
The business centre is located in one of the most dynamic areas
of Vilnius Old Town, bordered by Vilnius, Pamenkalnio,
Islandijos and Palangos streets.
Vilnius Old Town is the city’s historic core and cultural heart
situated on the left bank of the Neris River. As a protected
heritage area, it is subject to special preservation regulations
that support a balance of commercial and residential activity.
The location offers secure, gated parking as well as an
underground garage, with excellent public transport
connections.
The business center includes over 2,000 square meters of co-
working space operated by Talent Garden Vilnius. In total, the
space has more than 230 workstations, the majority of which
are in private offices, as well as a modern conference hall with
a capacity of 150 seats.
Nearby cultural landmarks include the Radvilų Palace, Teacher's
House, Lithuanian Technical Library, St. Catherine's Church and
other cultural venues, along with numerous cafes, restaurants.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 59
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
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/
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 31 of December
2025
EUR 10.2 million
Occupancy on 31 of December 2025
90 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 31 of
December 2025
EUR 9.9 million
Occupancy on 31 of December 2025
90 percent (total complex occupancy)
Address
Palangos str. 4/ Vilniaus str. 33,
Vilnius.
Main tenants
Talent Garden Vilnius, TransferGo,
Telia LT, Uncle Sam's.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 60
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
Basic information
Total area
3,300 sq. m
Leased area
2,900 sq. m
Land area
0.4 ha
Property market value at 31 of
December 2025
EUR 4.0 million
Occupancy on 31 of December 2025
100 percent
Address
Žygio str. 97A, Vilnius.
Main tenants
School “Žiniukas”
BUILDING IN THE CENTRE OF VILNIUS, VILNIAUS STR. 37
AREA 2,300 SQ.M.
The building is 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 situated 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.
ŽYGIS BUSINESS 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.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 61
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
Basic information
Total area
2,300 sq. m.
Leased area
2,300 sq. m.
Land area
0.16 ha
Property market value at 31 of December
2025
EUR 14.3 million
Occupancy on 31 of December 2025
91 percent
Address:
Vilniaus str. 37, Vilnius.
BUILDING OF PRAMOGŲ BANKAS, A. STULGINSKIO STR. 8
AREA 4,100 SQ.M.
The building is in a desirable and convenient location in Vilnius,
i.e. at the crossroads of Naujamiestis (New Town) and
Senamiestis (Old Town) districts. It is about 200 meters away
from the commercially highly attractive Gediminas Avenue,
which attracts large pedestrian traffic and is home to many
commercial facilities. The building is a cultural heritage site and
used to house the Pergalės Cinema. The cinema was built in
1951 to a standard design refined by Giovanni Ripa-Angioletto,
with a spacious neo-classical interior. The underground car park
and the adjacent car park have a total of 50 parking spaces,
which is a significant number in the central part of Vilnius. The
Company acquired the building in June 2023. It is currently
home to the Nesė Casino and other commercial activities. The
Company has started to prepare a renovation project for the
building in order to best meet the needs of potential tenants in
the future.
Basic information
Total area
4,100 sq. m.
Leased area
2,900 sq. m.
Land area
0.24 ha
Property market value at 31 of December
2025
EUR 4.3 million
Occupancy on 31 of December 2025
73 percent
Address:
A. Stulginskio str. 8, Vilnius.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 62
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
3.3.5. Real estate objects owned by Group companies of INVL Baltic Real Estate in Riga (Latvia)
Fig. 3.3.5. Real estate objects owned by Group companies of INVL Baltic Real Estate in Riga (Latvia)
DOMMO BUSINESS PARK WAREHOUSE AND MANUFACTURING LAND COMPLEX
AREA 52 HA.
The area is strategically well-located, to the right of Jelgava Road, in front
of the intersection with Jurmala - Tallinn bypass. The distance to the center
of Riga and the airport is 13 km, the port - 16 km.
The area is suitable for the development of logistics centres.
Basic information
Land area
51.80 ha
Property market value at
31 of December 2025
EUR 5.1 million
Address
Stūnyši, Olaines region.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 63
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
II. Financial Information And Significant Events
4. Overview of the Issuer and its Group activity
4.1. Comment by Vytautas Bakšinskas, Real Estate Fund Manager at INVL Asset Management
INVL Baltic Real Estate consolidated net operating income from owned properties in 2025 amounted
to EUR 2.6 million, representing a decrease of 5.2% compared to the corresponding period in 2024
(EUR 2.8 million). INVL Baltic Real Estate consolidated income for the year reached EUR 4.1 million,
up by 2,8% compared to the same period in 2024 (EUR 4 million). Of this, consolidated rental income
from owned properties increased by 4.3% to EUR 2.6 million. The increase in 2025 in rental income
was driven by start of operation of Vilniaus str. 37, while other properties managed by INVL Baltic Real
Estate maintained a high occupancy rate.
Net profit for the year amounted to EUR 3.7 million, which is 34% higher than in the same period of
2024. The increase in profit was mainly influenced by the value of appreciation of the properties at
Palangos str. 4 / Vilniaus str. 33 and Vilniaus str. 37. At the end of April 2025, a construction permit
was obtained for the reconstruction of the Palangos str. 4 / Vilniaus str. 33 property, marking the
result of more than five years of dedicated work. This milestone not only has a significant impact on
the company’s financial results but will also enable the comprehensive renovation and expansion of
the managed buildings in the future.
The reconstruction project of the Vilniaus str. 37 property was complex and required significant efforts to preserve the building’s
valuable heritage features. We are particularly pleased that we managed to create a distinctive property in Vilnius Old Town while
also attracting great tenants. The building now hosts the restaurant Saint-Malo, the bar Drops, the café Habits, as well as office
tenants including the branch of Market Pay Denmark Aps, Aggresive Capital, and others. As of the end of December, the occupancy
rate of the property stood at 91%, with the property’s value reaching EUR 14.3 million.
The largest property managed by INVL Baltic Real Estate – the office building at Palangos str. 4, which houses the company-
operated coworking space Talent Garden Vilnius – generated net rental income of EUR 1.5 million in the 2025, down by 10.3%
compared to the same period of the previous year (EUR 1.7 million). As of the end of December 2025, the occupancy rate of the
property was 90%.
Rental income from the Žygio Business Center amounted to EUR 0.38 million, representing a decrease of 0.6% compared to the
corresponding period in 2024 (EUR 0.39 million). The decline in rental income was attributable to short-term tenant changes at the
beginning of the year. As of the end of December, the property’s occupancy rate was 100%.
The design work for the renovation of the Pramogų Bankas building has reached its final stage – at the beginning of 2026, we began
major renovation work on the building, which, once completed, will see a complete refurbishment of the building's spaces, which
will house the Talent Garden Vilnius co-working space.
The value of the real estate portfolio managed by INVL Baltic Real Estate as of the end of December 2025 amounted to EUR 47.8
million, representing an increase of 12.2% compared to the end of the previous year (EUR 42.6 million).
4.2. Operational Environment
In 2025, the Vilnius office market was characterized by a clear contrast between the first and second halves of the year. At the
beginning of the year, the market was supplemented by a relatively small amount of new office supply – approximately 10,000 sq.
m. These were mainly smaller-scale projects and renovations: the "Avia Solutions Group" campus building near the airport, the
renovated business center at Vilniaus str. 37, and several minor conversion projects. This limited supply growth reflected the overall
market direction – developers acted more cautiously, focusing on good locations, energy efficiency, and clearly defined tenant
needs.
Over the year, the total modern office stock in Vilnius grew to approximately 1.3 million sq. m. The largest supply surge was
recorded in the second half of the year, when the market was supplemented by more than 117,000 sq. m. of new office space.
Among the most significant projects of the year were HERO (31,500 sq. m.), Business Stadium Central (23,000 sq. m.), Konstitucijos
Ave. 14A (19,000 sq. m.), Švitrigailos str. 19 (8,900 sq. m.), Jasinskio str. 2 (7,300 sq. m.), St. Jacob's Quarter (approximately
2,400 sq. m. of office space), and the first stage of Tech Zity Vilnius (~15,500 sq. m.). Most of these projects were marketed even
before their official opening, which intensified competition for tenants during the year.
Tenant activity in 2025 remained higher than in 2024. Over the year, approximately 80–85 thousand sq. m. of new lease
transactions were concluded in Vilnius. The most active sectors included financial and legal services, public sector institutions, and
coworking space operators. A prominent trend of the year was companies' transition to smaller, more efficiently planned offices
adapted to the hybrid work model. Class A offices, especially in the central business district, maintained the highest appeal due to
their prestigious location, good accessibility, and sustainable solutions.
Despite significant new supply at the end of the year, the overall vacancy rate in Vilnius in 2025 remained controlled, fluctuating
around 8.5–9%. Class A premises vacancy at year-end was approximately 7–8%, while Class B stood at around 9–10%. This
indicates that the market was essentially able to absorb new projects, although tenant attraction took longer in some buildings.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 64
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
In the Kaunas office market in 2025, a slight vacancy increase was observed – from approximately 3.7% to 4.5%. Due to limited
new supply, market changes were mainly driven by individual larger tenant decisions. In Klaipėda, vacancy remained stable at
around 6%, but due to the smaller market size, even minor lease agreements had a noticeable impact on overall indicators.
Rental rates in 2025 remained essentially stable. In Vilnius, Class A office rental rates reached 16–20 EUR/sq. m., Class B – 10–
15.5 EUR/sq. m. In Kaunas, Class A offices were leased for 16–19 EUR/sq. m., Class B – for 10–14 EUR/sq. m. Although price
growth was not recorded, tenants' bargaining power strengthening became evident at the end of the year.
Considering the large volume of new supply, developers increasingly applied additional incentives: fit-out contributions, rent-free
periods, and flexible lease terms. This became an important competitive tool, especially in new or not yet fully occupied projects.
Sources:
https://www.ober-haus.lt/en/
https://colliers.com/en-lt
https://cbre.lv/lithuania/
4.3. Key figures of INVL Baltic Real Estate
EUR million
Group
Company
31.12.2023
31.12.2024
31.12.2025
31.12.2023
31.12.2024
31.12.2025
Managed common area
32,200 sq. m
19,300 sq. m
19,600 sq. m
15,300 sq. m
19,300 sq. m
19,600 sq. m
Managed rental area
25,800 sq. m
12,700 sq. m
15,000 sq. m
10,050 sq. m
12,700 sq. m
15,000 sq. m
The real estate value
42.06
42.57
47.77
27.55
37.91
42.70
Investments into subsidiaries
(including loans granted to
subsidiaries)
-
-
-
11.32
5.27
2.59
Cash
1.28
1.84
0.80
0.36
0.27
0,48
Other assets
1.22
0.94
0.61
1.45
0.69
0.54
Assets
44.56
45.35
49.18
40.68
44.14
46.31
Equity
23.52
25.25
28.14
23.52
25.25
28.14
Borrowings from credit
institutions
18.64
15.94
15.26
14.94
15.94
15.26
Other payables
2.4
4.16
5.78
2.22
2.95
2.91
Total equity and liabilities
44.56
45.35
48.18
40.68
44.14
46.31
Total equity for one share
EUR 2.92
EUR 3.17
3.55 EUR
-
-
-
4.4. Results of INVL Baltic Real Estate
EUR million
Group
Company
01.01.2023 –
31.12.2023
01.01.2024 –
31.12.2024
01.01.2025 –
31.12.2025
01.01.2023 –
31.12.2023
01.01.2024 –
31.12.2024
01.01.2025 –
31.12.2025
Income (revenue)
3.63
3.99
4.10
1.85
2.00
3.08
rental income from owned
premises
2.22
2.46
2.57
1.84
1.99
3.05
other revenue
1.41
1.53
1.53
0.01
0.01
0.03
Investment property revaluation
(0.2)
2.45
3.42
(0.2)
0.7
3.02
Net operating income from
owned properties*
2.42
2.77
2.62
-
-
-
Profit before tax
0.71
2.78
3.67
0.70
2.74
3.67
Net profit
0.70
2.74
3.67
0.70
2.74
3.67
Earnings per share
EUR 0.09
EUR 0.34
0.46 EUR
EUR 0.09
EUR 0.34
0.46 EUR
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 65
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
*The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation
formulas. For the convenience of investors, the Company provides AVR in Annex 4 to the Annual Management Report. Also, 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/.
The consolidated income (revenue) of INVL Baltic Real Estate in 2025 amounted to EUR 4.1 million or 2.8 percent more than in
2024 (EUR 4 million), while consolidated rental income from own property increased by 4.3 percent to EUR 2.6 million.
4.5 Financial ratios*
EUR million
Group
Company
2023
2024
2025
2023
2024
2025
Return on Equity (ROE), %
2.97
11.23
13.74
2.97
11.23
13.74
Return on Assets (ROA), %
1.67
6.09
7.76
1.76
6.46
8.11
Debt ratio
0.47
0.44
0.43
0.42
0.43
0.39
Debt – Equity ratio
0.90
0.80
0.75
0.73
0.75
0.65
Gearing ratio
0.42
0.37
0.38
0.38
0.38
0.34
Liquidity ratio
0.9
1.00
0.20
0.87
0.39
0.32
Pre-tax profit margin, %
19.75
69.56
89.50
37.76
136.74
119.06
Normalized operating profit, thousand EUR
1,584
1,828
1,709
969
1,149
1,772
Normalized operating profit margin, %
43.62
45.79
41.64
52.35
57.36
57.53
Borrowings to value of investment properties, %
44.33
39.89
37.86
-
-
-
Interest coverage ratio
1.53
1.45
1.74
-
-
-
Bank’s debt service coverage ratio
1.14
0.41
1.16
-
-
-
Net profit margin, %
19.25
68.61
89.35
37.76
136.74
119.06
Earnings per share (EPS), EUR
0.09
0.34
0.46
0.09
0.34
0.46
Price to earnings ratio (P/E)
23.33
7.76
7.13
23.33
7.76
7.13
*The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation
formulas. For the convenience of investors, the Company provides AVR in Annex 4 to the Annual Report. Also, 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/.
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:
• The shares acquired by the Company.
• 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.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 66
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
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
31 03 2023
2.9454
23,744,205
2.9454
30 06 2023
2.8642
23,089,203
2.8642
0.09
30 09 2023
2.8873
23,275,355
2.8873
31 12 2023
2.9169
23,514,460
2.9169
31 03 2024
2.944
23,732,663
2.944
30 06 2024
2.9291
23,612,882
2.9291
0.09
30 09 2024
2.9533
23,807,802
2.9533
31 12 2024
3.1741
25,246,423
3.1741
31 03 2025
3.192
25,388,886
3.192
30 06 2025
3.4567
27,494,280
3.4567
0.09
30 09 2025
3.4929
27,782,008
3.4929
31 12 2025
3.5465
28,134,307
3.5465
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 67
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
* 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 activities
On 30 April 2025, the Vilnius City Municipality issued a reconstruction permit for the property managed by INVL Baltic Real
Estate, located at Palangos str. 4 / Vilniaus str. 33, Vilnius.
Management of the Company
On 29 August 2025, the new wording of the Company’s Articles of Association was registered in the Register of Legal Entities.
It was approved at the General Shareholders Meeting of the Company held on 30 April 2025. Upon registration of the new
wording of the Company’s Articles of Association, the procedure for the reduction of the Company's share capital was
completed, during which 107,480 units of own ordinary registered shares acquired by the Company during share redemption
processes were cancelled, representing 1.33% of all shares issued by the Company.
Information related to the allocation and payment of dividends
On 30 April 2025, the ordinary general meeting of INVL Baltic Real Estate shareholders decided to allocate a dividend of EUR
0.09 per share. Dividends were paid to persons who were shareholders of the Company at the end of 15 May 2025. The
Company announced that dividends were paid from 30 May 2025.
Other significant events
Taking into account that the Company has formed an unused reserve of EUR 2.4 million for the acquisition of own shares and
acting in accordance with the decision of the General Shareholders Meeting of the Company held on 30 April 2025, the
Management Company decided to purchase the Company’s ordinary registered shares with a nominal value of EUR 1.45
through the official tender offer market of Nasdaq Vilnius AB.
After the completion of the buy-back of own shares, the Company acquired 21,011 units of shares for which it paid EUR
63,033.00 (excluding brokerage fees). During the share buy-back, in which a maximum of 73,000 units of shares could be
purchased, 21,011 units of shares were offered. The final share buy-back price, which was determined based on the Dutch
auction principle, was EUR 3.00 per share. Settlement for the purchased shares took place on 22 October 2025.
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/).
4.7.2. Significant Group’s events
The Group conducted its business as usual during the reporting period, with no significant events recorded.
5. Significant events of the Issuer and its Group since the end of the reporting period
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 68
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
The transformation of the former Pramogų Bankas into the Talent Garden Vilnius space has begun. The company will open its
second coworking space, Talent Garden Vilnius, in the former Pramogų Bankas building, which was previously the Pergalė cinema.
Renovation work on the building, located on A. Stulginskio Street in the capital, will begin in January, and the second Talent Garden
Vilnius space will open to tenants at the end of 2026.
On 3 March 2026 an agreement with AB Artea bank was signed regarding an amendment to the existing credit agreement. Pursuant
to this agreement, the Company is granted an additional credit facility of up to EUR 8 million. The final maturity date of the credit
has also been extended to 2 March 2031. The additional financing will be used for the capital renovation of the building located at
A. Stulginskio g. 8, Vilnius, as well as for other financial obligations related to the Company’s operations.
6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts
6.1. Evaluation of implementation of goals
INVL Baltic Real Estate has succeeded in achieving the essential goals of improving the Company's performance, as well as to
successfully continue operations of the Talent Garden Vilnius co-working space.
6.2. Activity plans and forecast
INVL Baltic Real Estate aims to continue generating returns from investments in commercial real estate by ensuring rental income
growth and optimizing costs. The investments managed by INVL Baltic Real Estate are expected to support a steady increase in
property value over time.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 69
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
III. Information About Securities
7. 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, the Articles of Association were amended once:
On 22 September 2025, the Company received a notification from the Bank of Lithuania granting permission to amend the
Company’s Articles of Association. A new version of the Articles of Association was registered within the Register of Legal
Entities on 29 August 2025. It was approved at the General Meeting of Shareholders held on 30 April 2025.
The version of the Articles of Association of 29 August 2025 is currently in force.
The Articles of Association of INVL Baltic Real Estate is available on the Company’s website (in the section “For investors” → “Legal
documents” → “Articles of Association”. Link: https://bre.invl.com/en/for-investors/legal-documents/)
8. Structure of the authorized capital
8.1 Changes in authorized capital
Table 8.1.1. Structure of INVL Baltic Real Estate authorized capital as of 31 December 2025.
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
shares
7,953,934
1.45
11,533,204.30
100
All shares are fully paid-up and are not subject to any restrictions on their transferability.
8.2. Information about the Issuer’s treasury shares
8.2.1. Purchase of own shares
The General Ordinary 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.
The General Ordinary Shareholders Meeting of the Company that was held on 18 April 2023 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 Ordinary Shareholders Meeting of the Company that was held on 30 April 2024 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. In
2024, the Company conducted two own share buy-back procedures based on the reserve of EUR 2.5 million formed and not yet
utilised for the acquisition of own shares, in accordance with the resolution of the General Shareholders’ Meeting held on 30 April
2024:
At the end of the first purchase of own shares, that took place from 4 December 2024 until 10 December 2024, the Company
purchased 45,759 shares for the total amount of EUR 114,397.50 (without brokerage fees). The Company could purchase up
to 100,000 shares. During the share buy-back 45,759 units of shares were tendered. Final share purchase price, which was
determined on the basis of the Dutch auction – EUR 2.50 per share. The acquired shares were settled on 12 December 2024.
In the second purchase of own shares, that took place from 16 December 2024 until 20 December 2024, the Company
purchased 61,721 shares for the total amount of EUR 166,646.70 (without brokerage fees). The Company could purchase up
to 100,000 shares. During the share buy-back 61,721 units of shares were tendered. Final share purchase price, which was
determined on the basis of the Dutch auction – EUR 2.70 per share. The acquired shares were settled on 27 December 2024.
The General Ordinary Shareholders Meeting of the Company that was held on 30 April 2025 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 “INVL Baltic Real Estate” net asset value per share, the minimal one share
acquisition price – EUR 1.45. In 2025, the Company conducted one own share buy-back procedure based on the reserve of EUR 2.4
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 70
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
million formed and not yet utilised for the acquisition of own shares, in accordance with the resolution of the General Shareholders’
Meeting held on 30 April 2025:
At the end of the purchase of own shares, that took place from 14 October 2025 until 20 October 2025, the Company purchased
21,011 shares for the total amount of EUR 63,033.00 (without brokerage fees). The Company could purchase up to 73,000
shares. During the share buy-back 21,011 units of shares were tendered. Final share purchase price, which was determined
on the basis of the Dutch auction – EUR 3.00 per share. The acquired shares were settled on 22 October 2025. The cause for
the purchase of own shares is to reduce the authorized capital of the Company by cancelling the shares purchased by the
Company
At the end of the reporting period the amount of Company‘s acquired own shares stayed the same and amounted to 21,011 (units)
of the nominal value of EUR 1.45 each or 0.26 percent of the Company’s Authorised capital.
9. 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 9.1. Main characteristics of INVL Baltic Real Estate shares admitted to trading
Shares issued, units
7,953,934
Shares with voting rights, units
7,953,934
Number of votes for the quorum of the General
Shareholders Meeting, units
7,932,923
Nominal value, EUR
1.45
Total nominal value, EUR
11,533,204.30
ISIN code
LT0000127151
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 Artea, AB on 1 March 2016.
Table 9.2. Trading in the Company’s shares
Reporting period
Price, EUR
Turnover, EUR
Last trading
date
Total turnover
high
low
Last
high
low
last
units
EUR
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
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
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 71
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Consolidated Annual Management Report of 2025
2022 2nd Q
2.38
2.10
2.16
11,676.14
18.24
2,242.08
30.06.2022
39,685
88,619.18
2022 3rd Q
2.22
1.98
2.10
5,185.96
4.2
4.2
30.09.2022
19,744
42,517.04
2022 4th Q
2.22
2.00
2.14
13,243.44
2.08
455.54
30.12.2022
28,723
60,687.76
2023 1st Q
2.24
2.12
2.24
4,342.32
2.18
15.68
31.03.2023
22,788
49,958.28
2023 2nd Q
2.28
2.08
2.1
7,338.08
2.16
265.62
30.06.2023
25,851
56,668.3
2023 3rd Q
2.14
2.00
2.1
53,225.02
2.12
10.5
29.09.2023
46,429
97,737.24
2023 4th Q
2.1
1.98
2.1
38,421.79
2.04
2.1
29.12.2023
18,785
38,421.79
2024 1st Q
2.1
2.04
2.08
2,199.96
2.06
210.08
28.03.2024
7,734
16,019.64
2024 2nd Q
2.1
1.98
2.08
5,981.06
2.02
2.08
28.06.2024
22,400
45,472.42
2024 3rd Q
2.2
2.00
2.2
7,919.12
4.08
330
30.09.2024
25,122
52,226.6
2024 4th Q
2.68
2.2
2.64
13,374.76
2.2
2.64
30.12. 2024
46,368
112,250.26
2025 1st Q
2.90
2.54
2.76
7,242.56
2.84
-
31.03.2025
20,528
56,007.12
2025 2nd Q
2.84
2.42
2.76
6,964.3
2.76
279.52
30.06.2025
30,040
80,143.22
2025 3rd Q
2.82
2.7
2.8
8,154.58
5.6
64.46
30.09.2025
23,725
65,328.4
2025 4th Q
3.28
2.82
3.28
9,093.62
6.28
68.88
30.12. 2025
27,229
83,265.28
Table 9.3. Trading in INVL Baltic Real Estate shares 2021 – 2025
2021
2022
2023
2024
2025
Share price, EUR:
open
2.22
2.33
2.12
2.1
2.64
high
2.45
2.38
2.28
2.68
3.28
low
2.2
1.63
1.98
1.98
2.42
medium
2.28
2.20
2.13
2.22
2.80
last
2.33
2.14
2.10
2.64
3.28
Turnover, units
309,566
134,196
113,844
101,624
101,522
Turnover, EUR
706,870.22
295,269.81
242,785.61
225,968.92
284,744.02
Traded volume, units
2,451
1,971
1,426
1,388
1,176
Table 9.4. Capitalisation 2021 - 2025
Last trading date
Number of shares having
voting rights, units
Last price, EUR
Capitalisation, EUR
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
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 72
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
31.03.2023
8,061,414
2.24
18,057,567.4
30.06.2023
8,061,414
2.1
16,928,969.4
29.09.2023
8,061,414
2.1
16,928,969.4
29.12.2023
8,061,414
2.1
16,928,969.4
28.03.2024
8,061,414
2.08
16,767,741.1
28.06.2024
8,061,414
2.08
16,767,741.1
30.09.2024
8,061,414
2.2
17,735,110.8
30.12.2024
7,953,934
2.64
20,998,385.8
31.03.2025
7,953,934
2.76
21,952,857.84
30.06.2025
7,953,934
2.76
21,952,857.84
30.09.2025
7,953,934
2.8
22,271,015.20
30.12.2025
7,932,923
3.28
26,019,987.44
Fig. 9.1. INVL Baltic Real Estate change of share price and indexes
1
(source Nasdaq indexes)
1
OMX index is an all-share index which includes all the shares listed on the Main and Secondary lists on the NASDAQ Vilnius with exception of the
shares of the companies where a single shareholder controls at least 90% of the outstanding shares. The OMX Baltic Real Estate GI index is based
on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE).
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 73
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Fig. 9.2. Change in share price of INVL Baltic Real Estate and turnover
10. Shareholders
10.1. Information about Company’s shareholders
The total number of shareholders in INVL Baltic Real Estate was 3,844 on 31 December 2025. There are no shareholders entitled
to special rights of control.
10.1.1. table. Shareholders who held title to more than 5% of INVL Baltic Real Estate authorised capital and/or votes as of 31
December 2025.
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
15.74
0
15.74
Alvydas Banys
663,640
8.34
15.74
2
24.08
Irena Ona Mišeikienė
1,308,596
16.45
0
16.45
Invalda INVL, AB,
code 121304349
1,889,123
23.75
0
23.75
Ilona Šulnienė
664,710
8.36
0
8.36
2
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
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10.1.1. Fig. Votes as of 31 December 2025
10.2. Rights and obligations carried out by the shares
10.2.1. Rights of the shareholders
The Company’s shareholders have the following property and non-property rights:
to receive a part of the Company's profit (dividend).
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.
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.
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.
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.
to receive a share of the assets of the Company in liquidation.
other property rights provided by laws.
to attend the General Shareholders’ Meetings.
to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of
Shareholders.
to vote at the General Shareholders’ Meetings according to voting rights carried by their shares.
to receive information on the Company specified in the Law on Companies of the Republic of Lithuania.
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.
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 the Republic of Lithuania.
to sell or otherwise transfer all or part of the Shares to other persons on the secondary market or to the Company when it
repurchases the Shares
to receive a portion of the Company's funds payable upon the decision of the General Meeting of Shareholders to redeem a
portion of the Shares, in accordance with the procedure established in the Articles of Association.
other non-property rights established by laws and the Company’s Articles of Association.
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10.2.2. 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 Business 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 identification code, and address; the name, legal form it has taken, registration number, address of the registered
office of the legal person, full name, personal identification code, address of the legal entity’s representative). 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 of the
Republic of Lithuania prescribes the mandatory notarised form.
A shareholder shall repay the Company any dividend, as well as any other payment related to the exercise of a shareholder's
property rights, 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.
11. Dividends
The General Shareholders’ Meeting decides upon dividend payment and sets the number of dividends. The Company pays out the
dividends within 1 month after the day of adoption of the resolution on profit distribution.
Persons are entitled to receive dividends if they are shareholders of the Company at the end of the tenth business day following the
day of the General Shareholders’ Meeting that adopted the resolution to distribute dividends.
Procedure for dividends taxation for the year 2025
3
:
– dividends paid to natural persons–residents of the Republic of Lithuania and natural persons residents of foreign countries are
subject to withholding Personal income tax of 15 per cent;
– dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to
withholding Corporate income tax of 16 per cent (from 2026 -17 per cent), unless otherwise provided for by the laws.
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.
On 30 April 2025, the General Ordinary Shareholders Meeting of INVL Baltic Real Estate decided to allocate EUR 0.09 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 15 May 2025 were shareholders of the Company.
The Company started to allocate dividends for the year 2024 from 30 May 2025. 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.
11.1. Table. Indexes related with shares*
Company’s
2021
2022
2023
2024
2025
Net Asset Value per share**, EUR
2.52
2.92
2.92
3.17
3.55
Price to book value (P/Bv)
0.93
0.73
0.72
0.83
0.92
Dividend yield
5.20
5.61
4.29
3.41
3.21
Dividends/ Net profit
0,28
0.23
1.04
0.27
0.2
3
This information should not be treated as tax advice.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 76
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
* The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation
formulas. For the convenience of investors, the Company provides AVR in Annex 4 to the Annual Report. Also, 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/.
**Nominal value per share – EUR 1.45
11.1.1. Fig. Growth of net asset value, EUR/share and dividend allocation
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 77
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Consolidated Annual Management Report of 2025
IV. Issuer’s Managing Bodies
12. 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.
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.
Fig. 12.1. 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 under
section “For Investors”.
12.1. General Shareholders’ Meeting
12.1.1. 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;
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distribution of the profit (loss) of the Company;
redemption of shares;
formation, use, reduction and cancellation of reserves;
increase or reduction of the authorised capital;
approval of transactions having a material effect on the Company in accordance with the procedure established in the
Company’s policy for transactions with associated parties;
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 Management Company must present its recommendations on draft decisions together with the announced draft decisions
proposed by the Management Company. The Board of the Management Company shall determine on which issues the Investment
Committee of the Company shall make recommendations.
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.
12.1.2. 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 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 documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the
General Shareholders Meeting and other information related to realization of shareholders rights are published on the Company’s
website www.invlbalticrealestate.com section For investors, also available in the office of INVL Baltic Real Estate (Gyneju str. 14,
Vilnius) during working hours. Phone for information +370 5 279 0601.
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.
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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.
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).
During reporting period 1 (one) General Shareholders’ Meetings were held.
On 30 April 2025, shareholders were presented with:
- the consolidated 2024 annual management report;
- the independent auditor's opinion on the Company's financial statements and consolidated annual management report;
- the Company's Investment Committee's recommendation on the draft distribution of profit (loss) (including the creation of
reserves), amendments to the Articles of Association, and the related reduction of the authorized capital and the draft
remuneration report;
- the report of the Company's management company UAB INVL Asset Management on the share purchase price, reduction of
the authorized capital, and related amendments to the Company's Articles of Association; and
- the activity report of the Company's audit committee.
During the meeting, the Company's shareholders:
- approved the Company's remuneration report;
- approved the consolidated and Company's 2024 financial statements;
- adopted a resolution on the distribution of the Company's profit;
- approved the reduction of the Company's authorized capital;
- approved the new version of the Company's Articles of Association;
- established the procedure for the acquisition of the Company's own shares
- elected the members of the Audit Committee; and
- approved the new version of the Audit Committee Regulations.
12.2. Management company, the Investment Committee
On 22 December 2016, the Bank of Lithuania granted INVL Baltic Real Estate a license to operate as a closed-ended investment
company. Consequently, the management of the Company was transferred to the Management Company. In accordance with the
Law of the Republic of Lithuania on Collective Investment Undertakings, the rights and duties of the Board and the head of the
Company, as set out in the Law 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.
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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.
if a transaction is necessary, in performing its obligations assigned in the Articles of Association, to transfer the Company’s
assets to the Management Company and/or its Management and/or staff members and/or their spouses, acting under the
most favourable conditions in the best interests of the Company and Shareholders.
if a transaction is necessary, in performing its obligations assigned in the Articles of Association, to acquire assets from the
persons defined in the Articles of Association, acting under the most favourable conditions in the best interests of the Company
and Shareholders;
to make deductions from assets of the Company provided for in the Articles of Association.
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.
in exercising the rights of the Management Company defined in the Articles of Association, transfer and/or acquire relevant
assets at the Company’s expense only subject to the steps defined in the Articles of Association taken before the relevant
transfer and/or acquisition of assets.
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 wording of the currently valid management agreement between the Management Company and INVL Baltic Real Estate was
approved at 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.
From 1 December 2023 to 6 January 2025, the Chief Executive Officer of the Management Company, INVL Asset Management, was
Paulius Žurauskas. From 7 January 2025 to 31 March 2025, Audrius Matikiūnas served as an interim Chief Executive Officer of the
Management Company. As of 1 April 2025, the Chief Executive Officer of the Management Company, INVL Asset Management, is
Andrius Načajus.
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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.
To ensure the efficiency of the Company’s activities and control over its investments, the Investment Committee of INVL Baltic Real
Estate was formed by a decision of the Board of the Management Company on 6 May 2016.
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 the 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 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.
The members of the Investment Committee and the Chairman are appointed and removed from office by the Board of the
Management Company.
During the reporting period 35 Investment Committee meetings were held.
13. 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
13.1. The issuer's management bodies
On 22 December 2016 following the issuance of a closed-end investment company license by the Bank of Lithuania, the management
of INVL Baltic Real Estate was transferred to the Management Company, which also performs the functions of the Board and the
head of the Company. The Company’s management bodies are not formed.
From 1 December 2023 to 6 January 2025, the Chief Executive Officer of the Management Company, INVL Asset Management, was
Paulius Žurauskas. From 7 January 2025 to 31 March 2025, Audrius Matikiūnas served as an interim Chief Executive Officer of the
Management Company. As of 1 April 2025, the Chief Executive Officer of the Management Company, INVL Asset Management, is
Andrius Načajus.
The Management company's Board consists of Darius Šulnis (Chairman of the Board), Vytautas Plunksnis, and Asta Jovaišienė.
Currently there are 2 members in the Investment Committee: Vytautas Bakšinskas and Andrius Daukšas.
Darius Šulnis – Chairman of the Board of the Management company
Main workplace – Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) - CEO
Educational background and
qualifications
Business Administration. Global Executive MBA, Duke University (US).
Faculty of Economics. Master’s in Accounting and Audit, Vilnius University
General Financial Broker's License, No. A109.
Work experience
2015 – October 2017 General Manager of INVL Asset Management, UAB
Since May 2013 re-appointed as the CEO of Invalda INVL
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2011 – 2013 Invalda, AB – Advisor
2006 – 2011 Invalda, AB – President
2002 – 2006 Invalda Real Estate, UAB (currently known as Inreal Valdymas) – Director
1994 – 2002 FBC Finasta, AB – Director
Owned number of shares in
INVL Baltic Real Estate
-
Participation in other
companies
Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) - CEO
Artea 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
Galinta, UAB (code 134568135, Veiverių str. 51C, Kaunas) – Member of the Board
FERN Group, UAB (code 306110392, Granito str. 3-101, Vilnius) – Chairman of the Supervisory
Board
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL
Private Equity Fund II – Investment Committee Member
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL
Baltic Sea Growth Fund – Investment Committee Member, Managing Partner
DANUVIUS INVEST RO SRL (code J2025026079007, Str. 1 Mai 1 B Cod 515850, Romania) –
member of the Board
Asta Jovaišienė – Member of the Board of the Management Company
Main workplace – FMI INVL Financial Advisors, UAB (code 304049332, Gynėjų str. 14, Vilnius)
Head of INVL Family Office, Member of the Board
Educational background and
qualifications
Master’s Degree in Economics, Vilnius University
Bachelor’s Degree in Economics, Vilnius University
Work experience
Since 2015 – FMĮ INVL Financial Advisors, UAB - Head of INVL Family Office
2013 – 2015 Bank of Finasta, AB - Head of Welfare Management Department, Welfare Manager
2011 – 2015 Bank of Finasta, AB – Head of Welfare Management Department, Welfare Manager
2006 – 2011 FMI Finasta (currently FMI INVL Financial Advisors, UAB) – Investment Consultant
Owned number of shares in
INVL Baltic Real Estate
500 units of shares
Participation in other
companies
FMĮ INVL Financial Advisors, UAB (code 304049332, Gyneju str. 14, Vilnius, Lietuva) - Head of
INVL Family Office, Member of the Board
AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes iela 10B-1, Riga, Latvia) –
Member of the Supervisory Board
IPAS INVL Asset Management (code 40003605043, Elizabetes iela 10B-1, Riga, Latvia) – Member
of the Supervisory Board
Lithuanian Association of Family Asset Managers (code 306720940, Palangos str. 4-101, Vilnius)
- Chairman of the Board
Vytautas Plunksnis – Member of the Board of the Management company
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) Head
of Private Equity Unit
Educational background and
qualifications
Bachelor’s Degree in Management (Economics), Kaunas University of Technology
General Financial Broker's License, No. G091
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 83
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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, Partner
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL
Private Equity Fund II – Investment Committee Member, Partner
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL
BSGF Co-Invest Fund II – Fund Manager
Eco Baltia AS (code 40103435432, Latgales str. 240-3, Rīga, Latvia) – Chairman of the
Supervisory Board
Eco Baltic vide, SIA (code 40003309841, Getliņu str. 5, Rumbula, Stopiņu Parish, Ropazu
Municipality, LV-2121, Latvija) – Member of the Supervisory 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 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
Norway Registers Development AS (code NO-985 221 405, Loekketangen 20B, Sandvika, NO-30,
1337, Norway) – Member of the Board
BC MAIB S.A. (code 1002600003778, Constantin Tănase str. 9/1, Chisinau, Moldova) – Chairman
of the Supervisory Board
Metal-Plast Spółka z.o.o. (code 0001007622, Brzozie Lubawskie 95b, 13-306 Kurzętnik,
Warmińsko-Mazurskie, Poland) – Member of the Supervisory Board
DANUVIUS INVEST RO SRL (code 1610488, Str. 1 Mai 1 Cod 515800, Romania) – Member of the
Board
Association “Investuotoju Asociacija” (code 302351517, Konstitucijos av. 23, Vilnius) – Chairman
of the Board
Eesti Keskkonnateenused AS (code 10277820, Artelli 15, Tallinn, 10621, Estonia) – Member of
the Supervisory board
Paulius Žurauskas – Chief Executive Officer of the Management Company (from 1 December 2023 until 6 January 2025)
Audrius Matikiūnas – Interim Chief Executive Officer of the Management Company (from 7 January 2025 to 31 March 2025)
Andrius Načajus – Chief Executive Officer of the Management Company (from 1 April 2025)
Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius)
Chief Executive Officer
Educational background and
qualifications
Bachelor’s degree in Economics and Business Administration, Stockholm School of Economics in
Riga
Master’s degree in International Business and Economics, Stockholm School of Economics in
Stockholm
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 84
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Work experience
2024–2025 – Chief Financial Officer, UAB Koncernas "Achemos Grupė"
2019–2023 – Head of Lithuania Branch, Luminor Bank AS
2017–2019 – Head of Administration, AB Luminor Bank
Owned number of shares in
INVL Baltic Real Estate
-
Participation in other
companies
UAB FMĮ INVL Financial Advisors (company code 304049332, Gynėjų str. 14, Vilnius) - Member
of the Board
AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes iela 10B-1, Riga, Latvia) –
Member of the Supervisory Board
IPAS INVL Asset Management (code 40003605043, Elizabetes iela 10B-1, Riga, Latvia) – Member
of the Supervisory Board
INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed fund INVL
Defense Infrastructure Fund I – Investment Committee Member
Vytautas Bakšinskas – Chairman 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 – December 2016 – director at Dizaino institutas, UAB
2016 – December 2016 – director at Variagis, UAB
2014 – December 2016 – director at Riešės investicija, UAB
2013 – December 2016 – director at Dipolio valda, UAB
2013 – December 2016 – director at Tripolio valda, UAB
2013 – December 2016 – director at Paralelių valda, UAB
2013 – December 2016 – director at Etanija, UAB
2012 – December 2016 – director at Justiniškių valda, UAB
2011 – December 2016- – head of Lease department at Inreal valdymas, UAB
June 2015 – January 2016 – director at Elniakampio namai, UAB
March 2014 – June 2016 – director at Akvilas, UAB
March 2014 – July 2015 – director at Aikstentis, UAB
March 2014 – July 2015 – director at Trakų kelias, UAB
January 2013 – February 2013 – project manager at Naujoji švara, UAB
April 2010 – February 2013 – project manager at Sago, UAB
November 2008 – August 2011 – project manager at Inreal valdymas, UAB
January 2007 – October 2009 – assistant project manager at 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
Rovelija, UAB (code 302575846, Gynėjų str. 14, Vilnius) – director
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 85
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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, Faculty of Economics, Vilnius University
General Financial Broker's License, No. G311
Work experience
Since December 2016 – Investment Manager at INVL Asset Management
January 2016 – December 2016 – deputy director at INVL Baltic Real Estate
December 2014 - January 2016 – director at INVL Baltic Real Estate
March 2010 – 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
29,219 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
14. Information about the Audit Committee of the Company
As of 30 April 2025, the Audit Committee is composed of 3 (three) 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.
Key Functions of the Audit Committee:
monitor the Company's financial and sustainability reporting processes and provide recommendations to ensure their reliability;
monitor whether the Management Company duly takes into account the recommendations and observations provided by the
audit firm;
monitor the effectiveness of the Company's internal quality control, risk management and internal audit systems, as well as
anti-corruption, anti-money laundering and counter-terrorist financing measures that affect the Company's financial reporting,
without compromising the independence of the internal audit function;
monitor the audit of the financial statements and sustainability reporting, taking into account identified deficiencies and
conclusions;
provide an opinion on transactions with the Company's related parties in accordance with Article 37(2), paragraphs 1 and 5 of
the Law on Companies, as well as an assessment of the transactions referred to in paragraphs 11 and 12 of the same Article,
and perform other duties if such are set out in the procedures and conditions approved by the Company's Management
Company, which shall be prepared in accordance with paragraph 11 of Article 37(2) of the Law on Companies;
review and monitor the independence of auditors, audit firms or independent assurance service providers in order to avoid
conflicts of interest;
submit recommendations to the Company’s General Meeting of Shareholders regarding the selection, appointment,
reappointment, and dismissal of the external audit firm, as well as on the terms and conditions of the engagement;
monitor the process of external audit execution.
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
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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.
14.1. Members of the Audit Committee
At the General Shareholders’ Meeting held on 30 April 2025, considering that the term of office of the Company’s Audit Committee
members was expiring in 2025, the following persons were elected to the Company’s Audit Committee for a new four-year term:
Danguole Pranckėnienė, Partner and Auditor at UAB “Moore Stephens Vilnius”; Tomas Bubinas, an independent consultant and
former Chief Executive Officer of UAB “Biotechpharma”; and Andrius Lenickas, Founder and Director of UAB “Lea finansai”.
Tomas Bubinas – Independent Member of the Audit Committee (should retain independent
status under the law until 23 December 2026)
The term of office
2025-2029
Educational background and
qualifications
2005 – Executive MBA, Baltic Management Institute (BMI)
2000 – Fellow Member, Association of Chartered Certified Accountants (ACCA)
1997 – Lithuanian Sworn Registered Auditor
1993 – Master of Science in Economics, Vilnius University
Work experience
Since 2022 – Independent Consultant
2013 – 2022 – Chief Operating Officer, Biotechpharma, UAB
2010 – 2012 – Senior Director of Operations, TEVA Biopharmaceuticals (USA)
2004 – 2010 – Chief Financial Officer for the Baltic States, Teva Pharmaceuticals
2001 – 2004 – Chief Financial Officer, Sicor Biotech
1999 – 2001 – Senior Manager, PricewaterhouseCoopers
1994 – 1999 – Senior Auditor / Manager, Coopers & Lybrand
Owned number of shares in
INVL Baltic Real Estate
-
Danguolė Pranckėnienė –
Independent Member of the Audit Committee
The term of office
2025-2029
Educational background and
qualifications
1996 – Master of Business Administration, Vilnius Gediminas Technical University
1981 – Master of Economics, Vilnius University
Professional Coach, certified by the International Coach Union (ICU), License No. E-51
Licensed Auditor, certified by the Ministry of Finance of the Republic of Lithuania, License No.
000345
Work experience
Since 1997 – Partner, 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
-
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Andrius Lenickas –
Independent Member of the Audit Committee
The term of office
2025-2029
Educational background
and qualifications
Master’s Degree in Business Administration, Baltic Management Institute (BMI)
Diploma in Accounting and Finance, Association of Chartered Certified Accountants (ACCA)Master’s
Degree in Economics, Vilnius University
Work experience
Since 2023 – Founder and Director, UAB Lea finansai
2013–2022 – Group Finance and Administration Director, UAB AL Holdingas
2010–2013 – Chief Executive Officer, UAB Euroapotheca
2007–2010 – Finance Manager for the Baltic States, UAB Sanofi Lietuva
2002–2006 – Finance and Administration Director, Law Firm Lawin (currently Ellex Valiūnas)
1999–2001 – Senior Auditor, Manager, PricewaterhouseCoopers UK
1996–1999 – Auditor, Senior Auditor, Coopers & Lybrand
1993–1995 – Client Manager, Balticbankas
Owned number of shares
in INVL Baltic Real Estate
-
15. Information on the Issuer’s payable management fee, the amounts calculated by
the Issuer, other assets transferred and guarantees granted to the Managing 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 asset management
company INVL Asset Management, which took over the management of INVL Baltic Real Estate.
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. The Management Fee for a full quarter of
a calendar year shall be 0.25% of the weighted average capitalisation 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 223 thousand, and the payable Performance Fee amounted to EUR
EUR 395 thousand (in 2024 – EUR 173 thousand Management Fee and EUR 0 Performance Fee; in 2023 – EUR 172 thousand and
EUR 0; in 2022 – EUR 176 thousand and EUR 0; in 2021 – EUR 209 thousand Management Fee and EUR 1,516 thousand Performance
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.
Pursuant to Article 25 of the Law on Reporting of Companies and Groups of Companies of the Republic of Lithuania, from 2020 the
Company publishes the Remuneration Report, which is available in Appendix No. 5 to the Company's Annual Consolidated
Management Report for 2025.
Since the Company itself has no employees, Annex No. 5 to the Consolidated Annual Management Report discloses the remuneration
of the General Manager of the Management Company, the members of the Board of the Management Company, and the members
of the UTIB Investment Committee appointed by the Management Company (hereinafter – the Management), who are considered
the managers of INVL Baltic Real Estate. These amounts are calculated based on the proportion of the Management Company's
management revenue (including management and performance fee income) received from the Company against the total revenue
of the Management Company. The remuneration of the Investment Committee members is calculated based on the portion of time
actually dedicated to the management of the Company (more details in Annex No. 5 to the Annual Management Report).
During the reporting period the Members of the Board of the Management Company and the Members of the Investment Committee
were paid EUR 4,135 of dividends, net of tax. There were no assets transferred, no guarantees granted, no bonuses paid, and no
special pay-outs made by the Company to its managing bodies. The managing bodies were not granted bonuses by other companies
of INVL Baltic Real Estate Group.
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During the reporting period INVL Baltic Real Estate Group and the Company for the company providing accounting services
respectively paid EUR 41 thousand and EUR 24 thousand (in 2024 respectively paid EUR 41 thousand and EUR 24 thousand).
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V. Other Information
16. Agreements with intermediaries on public trading in securities
INVL Baltic Real Estate has signed these agreements with the following intermediaries:
Artea bankas, AB (Tilžės str. 149, LT-76348, Šiauliai, Lithuania. tel. +370 610 44447) – the agreement on management of
securities accounting, the market maker services agreement and service agreement on the payment of dividends.
SEB bankas, AB (Gedimino av. 12, Vilnius, LT-01103, Lithuania tel. +370 5 268 2800) – agreement on depository services.
17. Information on Issuer’s branches and representative offices
INVL Baltic Real Estate has no branches or representative offices.
18. A description of the principal risks and uncertainties
Information provided in this document should not be considered complete and cover 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.
18.1. General Risk Factors in the Business Field Where the Group Operates
General risk
The value of an investment in 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 in 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, 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 inflation, which would result in the return being
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 because of the drop of the general price level. Managing this risk, it will be sought to ensure
the efficient activities and communication of the Company, thus increasing the attractiveness of its Shares to a wider circle of
investors.
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, allowing 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
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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 cyclicality 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 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.
18.2. 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 made 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 acquisition costs. 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 sales 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 reduce 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 in 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 3.3. of the Company’s consolidated annual management report
“Information about the Issuer‘s group of companies”. Under this agreement Proprietas, UAB, as an administrator of the property,
is committed to increase Company’s value and maintaining 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 an increase in base interest rates will increase the cost of servicing loans related to the Company's and the
Group's investments, which could reduce the return on the Company's and the Group's investments. In order to mitigate this risk,
the Management Company will seek to ensure that the Company and the Group obtain the majority of its loans at fixed interest
rates. Where this seems necessary, the Company and the Group will hedge interest rate risk by entering into derivative contracts.
Leverage risk
Leverage risk is related to possible depreciation of real estate objects acquired with borrowed money. Leverage increases the
negative impact of potential investment depreciation on the net asset value of the Company and the Group. The higher the leverage,
the greater this impact. To manage this risk, the Management Company will seek to use a level of leverage that can reasonably be
expected to be refinanced in the event of a change in the macro-economic situation and that does not pose a significant threat to
the solvency of the Company and the Group in the event of a depreciation of the investments.
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. The Management Company will
seek to ensure that the Company takes reasonable and economically justifiable steps to assess the parties to transactions and their
ability to perform their obligations properly.
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Risk of liquidity of the Company’s investments 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 face difficulties in realising 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. In order to manage this risk, the
Management Company will take measures so that the Company would have sufficient information about the market situation and
could make decisions regarding the realisation of the Company’s investments on the basis of such information.
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.
In order 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. Seeking to avoid
such situations, the Management Company will constantly monitor the status of the Company’s property with the tenants so that
the tenants who pose a threat of default on their obligations would be replaced by tenants who would pose a lower risk. Despite
this, this risk is not and cannot be eliminated.
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 at least one 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. In order to manage this risk, only the property appraisers who can ensure
the high quality of services will be selected.
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. When managing
this risk, the Management Company will seek to use the maximally broad network of business contacts in order to conduct
transactions the knowledge of which is not sufficiently wide to create significant competition.
18.3. 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.
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Dividend payment risk
There is a risk that the Company will not pay dividends. The decision to pay dividends will depend on the profitability of
operations, cash flow, investment plans and overall financial situation and other circumstances. Managing this risk, the
Management Company will seek to inform the Shareholders, within the terms established by law, about the Company’s
financial results so that the Shareholders could plan their cash flows accordingly. 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.
18.4. Other Risks
Risk of conflict of interest.
There is a risk that there will be such situations where the interests of the Management Company (or related persons) and of the
Company or the Shareholders will differ or the interests of individual Shareholders will differ, i.e., there will be a conflict of interest.
When it is impossible to avoid a conflict of interest, the Management Company must ensure that the Shareholders are treated fairly.
In accordance with the legal acts regulating the organisation of the activities of collective investment undertakings, the Management
Company has implemented proper tools to prevent conflicts of interest which allow to carry out the activity of preventing and
managing conflicts of interest independently in order to prevent or reduce the risk of conflicts of interest or to properly manage any
existing conflict of interest. Employees of the Management Company must immediately, as soon as they become aware of such
information, notify the Investment Committee and/or Advisory Committee (if any formed) about a potential or existing conflict of
interest. The Investment Committee, approving investment decisions, shall take into account the information presented to it about
potential or existing conflicts of interest. The Investment Committee shall immediately inform the head and the Board of the
Management Company about conflicts of interest it is aware of. The service providers of the Company and/or the Management
Company (to the extent related to the management of the Company) may provide services also to other collective investment
undertakings which have similar investment targets, investment strategy and investment policy as the Company. Thus, there may
be such situations where any service provider, while carrying out its activities and providing its services to the Company, would
have a potential conflict of interest in respect of the Company. In such situations each of them will have to act having regard to the
provisions of the contracts concluded by the Company and/or the Management Company for the benefit of the Company (including
the confidentiality undertakings).
Risk related to uncertainty of legal regulation of the Company’s activities
There is a risk that legal actions may be taken against the Company and/or the Management Company including but not limited to
disputing the issue of a licence of a closed-end investment undertaking (the permit to approve the incorporation documents of the
Company and to choose the depository) or the powers of the Management Company to manage the Company, also enforcing
recovery from the assets of the Company for fulfilment of the obligations to creditors of Shareholders and/or the Management
Company or demanding that Shareholders and/or the Management Company fulfil the outstanding obligations of the Company.
Risk of major shareholders
Most Shares (around 80 per cent) and votes conferred by them are held by several major Shareholders who control AB Invalda
INVL and the Management Company as of the date of the entry into force of the Articles of Association; therefore, these Shareholders
can exercise significant influence on the Company’s activities. There are no guarantees that the position of these Shareholders will
always coincide with the opinion and interests of the Management Company and minor shareholders.
Risk of changes in laws and regulations
There is a risk that upon changes in the legal acts of the Republic of Lithuania or of the States i where assets of the Company are
invested, such changes in legal acts can the protection of the Company’s investments, their profitability and value, or the changes
in the legislation can have a different negative impact on the Company’s rights and interests. In this context, the Company will only
invest in assets located in Member States of the European Union. Managing this risk, it will be sought to have in place an effective
regulation monitoring system and participate in associated business structures which can have a lawful impact on legislative
processes that are significant to the Company.
Tax risk
There is a risk that, upon changes in the country’s economic conditions, political situation or due to other reasons, new taxes on
Shareholders, the Company or investment objects of the Company will appear or the rates of current taxes will increase, therefore
the price, liquidity and/or attractiveness of the Shares or the value of investments of the Company may decrease. Managing this
risk, the Management Company will seek to organise the Company’s activities by ensuring the optimal tax regime applicable to it.
Risk of transactions with related parties
The Company and/or Controlled Companies and/or Real Estate Companies conclude and/or may conclude mutual transactions which
can be declared by the tax administrator as non-compliant with the requirements of the legal acts applicable to such transactions
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(e.g. failure to comply with the arms-length rule). In such case the Company and/or Controlled Companies and/or Real Estate
Companies may have to pay the respective fines and/or interest established in the legal acts. In order to manage this risk, the
Management Company will seek to follow the most recent practice in the application of the tax legal acts reasonably articulated by
the tax administrator; however, it cannot be considered that this risk has been eliminated.
Geopolitical risk
There is a risk that the activities of the Company may be affected by geopolitical changes (e.g. conflicts between states, internal
conflicts of neighbouring states, insurrections, wars) and for this reason the investment value of the Company can decrease or it
may be impossible to sell the Company’s investments at the desired time for the desired price. The usual monitoring of the
geopolitical situation carried out by the Management Company should contribute to the management of this risk.
Risk related to forward-looking statements
Forward-looking statements are based on estimates, opinion, expectations and forecasts regarding future events and financial
trends that will possibly have an impact on the Company’s activities. Future-looking statements include information about potential
or presumable results of the Company’s activities, investment strategy, contractual relationships, borrowing plans, investment
conditions, effect of future regulation and other information. The Company is unable to ensure that forward-looking statements will
fully and correctly reflect future events and circumstances. The Company, the Management Company and its employees are under
no obligation to specify or alter forward-looking statements except to the extent required by laws and the Articles of Association. It
is sought to avoid misleading the Shareholders or the persons who intend to become Shareholders by informing them about the
conditionality of forward-looking statements.
Risk related to possible liability of the Company
There is a risk that the activities of the Company and the general performance results of the Company can be negatively affected
by demands and claims regarding the non-disclosed or non-identified obligations and/or violations related to the investments
acquired by the Company which may result in the Company’s liability for such obligations and/or violations and, therefore, the value
of the Company’s investments and the price of Share can decrease significantly. When managing this risk (to the possible extent of
acting reasonable and having regard to economic efficiency criteria), it will be sought not to assume any liability obligations or limit
them significantly.
Risk of the Company’s insolvency
In case of realisation of one or several of the risks indicated above, which would have a negative effect on the value and/or liquidity
of Controlled Companies and/or Real Estate Company, this can result in the Company’s solvency problems when the Company is
incapable of fulfilling the assumed obligations. In such a case, the Company’s shareholders can lose all their funds invested in the
Company. The Management Company will provide the Shareholders with all information specified by law which would enable the
Shareholders to take respective decisions regarding the possession or sale of Shares, having regard to the Company’s financial
situation.
Risk related to the duty to redeem the Company’s shares
The applicable legal acts provide for the duty of the Company in certain circumstances to redeem its shares from the shareholders
who demanded such redemption. Accordingly, if the Company becomes subject to the duty to offer to the Shareholders redemption
of its own Shares and if such a redemption is requested by the Shareholders holding a significant number of Shares, the Company
may be forced to sell its investments urgently, which can significantly reduce the return earned by the Company from the sale of
investments. The respective measures are provided for the management of this risk in the Articles of Association.
18.5. The most Important risk factors during the reporting period
In 2025 the most important risk factor remained Interest rate risk. A description of the risk factor and a brief commentary:
As in the year 2025 the Company was operating in the face of high interest rates. The Company pays floating interest rates on
Euribor-linked loans. In 2025, interest rates decreased compared to 2024, but still remained at a relatively high level, which had a
negative impact on the results. In 2025, interest rates have been decreasing, which is expected to stabilise the impact of this risk.
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.
18.6. 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.
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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 (INVL Farmland
Management, UAB) 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.
18.7. 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 financial statements.
19. 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
19.1. Employees
At the end of 2025, as well as at the end of 2024, 2023, 2022 and 2021, INVL Baltic Real Estate did not have any employees. The
management of the Company has been transferred to the Management Company.
The number of employees at INVL Baltic Real Estate portfolio companies was 7 in 2025, 7 in 2024, 7 in 2023, 10 in 2022 and 10 in
2021.
The Company's Management Company applies various internal procedures and policies implementing employee rights in its
activities, which apply to all employees of collective investment entities managed by the Management Company and their managed
companies. These include the Code of Ethics, the Equal Opportunities and Inclusion Policy, which defines that the Company organizes
its activities in such a way that employees, taking into account their positions and the need to improve qualifications, are ensured
equal working conditions, opportunities to develop competence, etc., as well as equal benefits are provided, and the Policy on
Prevention of Violence and Harassment in the Workplace. The Management Company has a works council and ensures an anonymous
whistleblowing procedure.
19.2. Environmental Protection and actions regarding climate change
Due to the Company's management structure and small number of employees, the Company does not have a separate
environmental policy from the Management Company or formal climate change objectives, does not collect and publish
environmental indicators in this context, however, the Company, directly and through subsidiaries, within the limits of rational
capabilities, devotes significant attention to improving the energy efficiency of managed assets, uses renewable electricity and
district heating in all facilities.
From the Company's real estate portfolio, particular attention to environmental protection is paid by the co-working space "Talent
Garden Vilnius" located at Vilniaus str. 33 and managed by the Company. The latest ventilation, air conditioning, heating and
premises lighting technologies installed in the co-working space, which opened its doors in 2019, allow saving electricity. The facility
actively sorts waste, has smart water and electrical appliances that save natural resources. Another property owned by the
Company, located at Vilniaus str. 37, Vilnius, was completed and newly reconstructed in 2025. During the reconstruction of the
cultural heritage protected building, energy efficiency improvement was achieved, an automatic building management system was
installed, allowing efficient management of electricity, heating energy consumption, water, building indoor environment parameters,
etc.
The Company assesses climate change risks significant to its managed properties using a third-party tool that allows evaluation of
the main physical and transition climate change threats according to three climate change scenarios: optimistic SSP1-2.6, middle-
of-the-road SSP2-4.5 and pessimistic SSP5-8.5. The assessment is carried out for each real estate property managed by
the Company, taking into account its geographical location.
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Based on the assessment carried out in 2025, changing air temperature, as a chronic threat, and heat waves, as an acute
threat, were identified as high or medium value physical climate change threats to the Company's managed real estate
properties. Chronic threats are understood as long-term, gradually developing climate changes that have a continuous impact
on building operation and energy needs, while acute threats include sudden, short-term but intensive climate events that can cause
direct operational disruptions or physical damage. These threats may lead to higher operating costs due to increased energy
consumption for cooling or heating, more frequent electricity supply disruptions, negative impact on employee comfort in premises
and possible damage to buildings. To manage these risks, the Company regularly performs technical maintenance of buildings and
engineering systems and applies energy efficiency management solutions.
In the real estate management sector, the most significant risks of transition to a climate-neutral economy are usually associated
with greenhouse gas emissions, energy consumption efficiency and possible tightening of regulatory requirements. The Company
manages these risks by applying preventive and risk mitigation measures. Renewable electricity is used in all buildings managed
by the Company, and all buildings are connected to district heating networks. The Company continuously monitors regulatory
changes and, when necessary, engages external experts to prepare in time for mandatory compliance with legal requirements.
Taking this into account, the probability of occurrence of transition to a climate-neutral economy risks that could
significantly negatively affect the Company is assessed as low for the Company.
The investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic
activities.
19.3. 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 2025.
19.4. Fight against corruption and bribery
In order to reduce the risk of external and internal bribery, the Company applies internal procedures aimed at
increasing operational transparency and preventing the possibility of being involved in illegal activities. The Company
expects appropriate conduct from employees and partners, but cannot assess the full diversity of possible situations.
The management of the Company has been transferred to the Management Company. The latter has approved a Code of Ethics
in its activities, which establishes the general ethical standards of the Management Company that must guide the activities of
the employees of the Management Company and the companies it manages. The relevant section of the Code of Ethics
regulates anti-corruption requirements applicable to all business operations, including international transactions, if such are carried
out.
19.5. Key Intangible Resources
One of the key intangible resources is the Company's listing on the Nasdaq Vilnius Secondary List of securities exchange, which
increases the Company's transparency, credibility and accessibility to investors. The listing provides the opportunity to attract
capital more efficiently, increases the Company's liquidity and strengthens its market position and helps improve the Company's
reputation. Another key intangible resource of the Company's group of companies is long-term lease agreements, which
ensure stable and predictable income and contribute to business continuity and strategic growth. These intangible resources
contribute to the Company's value creation by strengthening its financial stability, long-term growth and competitiveness in the
market.
20. 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 Company and the Members of the Board, Members of the Investment Committee or the employees’
agreements providing for compensation in case of 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.
21. Significant investments made during the reporting period
On 30 April 2025, the Vilnius City Municipality issued a construction permit for the reconstruction of the property owned by the
Company located at Palangos St. 4 / Vilniaus St. 33, Vilnius. According to the Company, the issuance of the construction permit is
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expected to have a positive impact on the value of the property. In 2025, the Company's investment activities resulted in costs of
approximately EUR 1.7 million for the final reconstruction works at the property located at Vilniaus g. 37, Vilnius.
22. 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.
23. 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.
24. 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 2025.
25. 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.
26. 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 2025.
27. Information on significant changes in the information provided to investors in
accordance with Article 18 of the LMACIU
In 2025, the information required to be disclosed under Article 18 of the LMACIU was not significantly changed.
28. Information on Audit Company
The Company has not approved criteria for selection of the audit company.
On 21 October 2024, the Extraordinary General Shareholders’ Meeting of the Company decided to conclude an agreement with BDO
auditas ir apskaita, UAB to carry out of the audit of the annual financial statements of the INVL Baltic Real Estate for year2024-
2026.
In 2025 the accrued costs of audit services are disclosed in point 19 of the explanatory note to the consolidated annual financial
statements for 2025.
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Audit Company
BDO auditas ir apskaita, UAB
Address of the registered office
K. Baršausko str. 66, LT-51436, Kaunas
Code
135273426
Telephone
+370 37 320390
E-mail
info@bdo.lt
Website
www.bdo.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 2025 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
Regarding the approval of INVL Baltic Real Estate prospectus
Other information
31 January 2025
Announcement of net asset value of INVL Baltic Real Estate on 31
December 2024
Interim information
18 March 2025
Audited results of INVL Baltic Real Estate group of 2024
Annual information
18 March 2025
Regarding amendments to incorporation documents of INVL Baltic Real
Estate, reduction of authorized capital and dividend allocation for the
year 2024
Notification on material event
08 April 2025
Convocation of the General Ordinary Shareholders Meeting of INVL
Baltic Real Estate and draft resolutions on agenda issues
General meeting of
shareholders
08 April 2025
Announcement of net asset value of INVL Baltic Real Estate on 31
March 2025
Interim information
30 April 2025
INVL Baltic Real Estate Interim unaudited information for 3 months of
2025
Interim information
30 April 2025
Resolutions of the General Ordinary Shareholders Meeting of INVL
Baltic Real Estate
General meeting of
shareholders
30 April 2025
Shareholders of INVL Baltic Real Estate approved the proposals to
adopt a new version of the Articles of Association, reduce the share
capital, and distribute dividends for the year 2024
Notification on material event
30 April 2025
INVL Baltic Real Estate has received a construction permit for
reconstruction
Notification on material event
02 May 2025
Notice on the reduction of the authorised capital
Other information
09 May 2025
Procedure for the payout of dividends for the year 2024
Other information
29 May 2025
Announcement of net asset value of INVL Baltic Real Estate on 30 June
2025
Interim information
20 August 2025
INVL Baltic Real Estate Interim unaudited information for 6 months of
2025
Half-Yearly information
20 August 2025
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INVL Baltic Real Estate announces an updated authorized capital
structure
Total number of voting rights
and capital
01 September 2025
Notice on the cancellation of own shares
Acquisition or disposal of the
issuer's own shares
01 September 2025
The new wording of the Articles of Association of INVL Baltic Real
Estate was registered
Other information
01 September 2025
INVL Baltic Real Estate received permission to change the Articles of
Association
Other information
22 September 2025
Regarding the approval of INVL Baltic Real Estate prospectus
Other information
25 September 2025
The decision of the Management Company of INVL Baltic Real Estate
on the purchase of own shares
Notification on material event
09 October 2025
INVL Baltic Real Estate will buy-back its own shares
Acquisition or disposal of the
issuer's own shares
20 October 2025
Information about shares issued by INVL Baltic Real Estate and votes
granted
Total number of voting rights
and capital
22 October 2025
Announcement of net asset value of INVL Baltic Real Estate on 30
September 2025
Interim information
31 October 2025
INVL Baltic Real Estate Interim unaudited information for 9 months of
2025
Interim information
31 October 2025
INVL Baltic Real Estate investor's calendar for 2026
Other information
16 December 2025
Table 29.2. Summary of the notifications on transactions in INVL Baltic Real Estate shares concluded
by managers of the Company during 2025.
No transactions were concluded by the managers of the Company during 2025.
Real Estate Fund Manager of the Management Company
INVL Asset Management
Vytautas Bakšinskas
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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
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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 24.4 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. 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 General Manager, a Board, by whose
decision was established the Investment Committee. (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
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and obligations granted by the Shares” of the
Company's annual management report.
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.
NO
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 Bulletin 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
YES
If these issues are on the agenda of the
General Meeting of Shareholders, all
required information on the proposed
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proposed remuneration and the proposed audit company if 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.
collegial body, it’s members or audit
company are specified in the draft decisions
of the General Meeting of Shareholders.
1.10. Members of the company’s collegial management body,
heads of the administration4F4F
4
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.
NOT
APPLICABLE
Pursuant to Article 78(1) of the Republic of
Lithuania Law on Companies, the
Supervisory Board of the Company is not
formed.
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.
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.
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. Independent5F5F
5
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.
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.
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.
4
For the purposes of this Code, heads of the administration are the employees of the company who hold top level management
positions.
5
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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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.
NOT
APPLICABLE
Pursuant to Article 78(1) of the Republic of
Lithuania Law on Companies, the
Supervisory Board of the Company is not
formed.
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.
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.
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.
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.
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.
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.
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
NOT
APPLICABLE
Due to the nature of the Company's
activities, collegial management body is not
formed in the Company. Its management is
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the supervisory board is not formed, the management board is
also responsible for the approval of the company’s strategy.
transferred to the Management Company,
which performs the functions of the Board
and the Chief Executive Officer of the
Company.
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 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.
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 compliance with the laws and the
provisions of the Company's internal policies
is ensured by the Management Company and
its employees.
3.1.4. Moreover, the management board should ensure that the
measures included into the OECD Good Practice Guidance6F6F
6
on
Internal Controls, Ethics and Compliance are applied at the
company in order to ensure adherence to the applicable laws,
rules and standards.
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 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.
6
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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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 management 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 members 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 necessary development of professional
experience and sufficiently frequent reconfirmation of their
status.
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 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.
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3.2.5.Chairman 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 management report of the
Company.
The Company discloses information on the
number of the Company’s Investment
Committee meetings in Annual management
report.
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
independent7F7F
7
, 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 Management 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 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.
Due to Company‘s management specifics,
the managers of the Management Company
do not carry out assessment of its activities.
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.
7
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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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.
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.
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.
Meetings of the Management Company's
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 Board of the Management 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.
Principle 5: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
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
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
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recommended that the collegial body should form the nomination,
remuneration and audit committees8F8F
8
.
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 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
NOT
APPLICABLE
Due to the Company’s management type and
an absence of employees, the Nomination
Committee is not formed.
8
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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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.
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
5.4.1.The key functions of the audit committee are defined in
the legal acts regulating the activities of the audit committee9F9F
9
.
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.
9
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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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 chairman 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.
NO
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.
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
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
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INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
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.
and the Chief Executive Officer of the
Company.
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.
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. e: 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 second or 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.
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.
According to the policies, the Company does
not have the policy of termination payments.
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.
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
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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 information about
remuneration 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
(Until 11 May 2023) had a separate
remuneration policy, which was 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.
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.
NO
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.
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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
management reports.
9.1.2. objectives and non-financial information of the company;
YES
Company publishes interim and annual
management 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's website provides information
on the members of the Board of the
Company's Management Company, the
General Director and Company’s Investment
Committee 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 the interim and
annual management reports.
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.);
NO
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.
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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.
NO
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
management 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, and members of the
Investment Committee is presented in the
annual management report of the Company.
The Company also publishes information
about remuneration.
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 BDO auditas ir apskaita, UAB.
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 2024, 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 2024-2026 years, as due to the nature of
the Company's activities, collegial
management body is not formed in the
Company.
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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Consolidated Annual Management Report of 2025
Appendix 3. Information About Company's Management
(Prepared in accordance with the Law on Corporate and Corporate Group Reporting of the Republic of Lithuania (XIV-2811) in force
from 1 January 2026)
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 annual management report of 2025. The Company publishes its annual management reports 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/).
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
annual management report of 2025 “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 18.7 of the consolidated annual management report of 2025.
4. Information regarding significant directly or indirectly managed holdings
The Company provides information regarding the significant directly or indirectly managed holdings in Clause 10.1. of the
consolidated annual management report of 2025.
5. Information regarding Company’s transactions with related parties, according to the Law on Companies article
37
2
(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 37
2
part 10, clause 3 of the Law on Companies, the provisions of Article 37
2
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
2
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 INVL Asset Management, UAB 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 INVL Asset Management, UAB 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
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 116
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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 Clauses
12.1 and 12.2 of the consolidated annual management report of 2025.
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. The Company provides information regarding the Board members
of the Management Company, General Manager of the Management Company and the members of the Investment
Committee in Clause 13 of the consolidated annual management report of 2025.
The Board members of the Management Company, General Manager of the Management Company and the members of the
Investment Committee of the Company act in accordance with the Rules of Procedure of the Board, Provisions of the General
Manager and Provisions of the Investment Committee. In addition to this, the Board members of the Management Company,
General Manager of the Management Company and the members of the Investment Committee always act for the benefit of
the Company and its shareholders.
12. Shareholders (their terms and conditions)
The Company's shareholders do not have mutual agreements.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 117
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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.
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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.
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/issued
bonds 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.
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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.
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/issued bonds from third parties.
Normalized operating profit
Interest coverage ratio = ————————————————————
Borrowings' interest expenses*
*Borrowings' interest expenses = Interest expenses of bank borrowings + Interest expenses of borrowings/issued bonds from
third 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.
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Consolidated Annual Management Report of 2025
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.
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.
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 121
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Consolidated Annual Management Report of 2025
Appendix 5. Remuneration Report
Brief overview of the Company's activities in 2025
INVL Baltic Real Estate’s consolidated net operating income from its own properties in 2025 amounted to 2.6 million euros or 5.2
per cent less than in 2024 (2.8 million euros). INVL Baltic Real Estate's consolidated income in 2025 comprised 4.1 million euros or
2.8 per cent more than in 2024 (4 million euros), the consolidated rental income from own property increased by 4.3 per cent to
2.6 million euros.
The group's net profit in 2025 reached 3.7 million euros, the revaluation of investment properties amounted to 3.4 million euros in
2025, and at the end of the year fair value of investment properties amounted to 47.8 million euros. The value of equity at the end
of the year reached 28.1 million euros. The equity value per share was 3.55 euros and increased by 14.83 per cent (after assessing
the dividends paid in 2025) during the year.
In 2025, 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.
The Annual General Meeting of Shareholders approved the 2024 remuneration report without reservations.
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
3
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. For the purposes of this Report, the General manager of the Management Company, members of the
Board of the Management Company and members of the Investment Committee appointed by the Management Company
(hereinafter - the Management) were 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 II or III pillar 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.
Bonuses and the procedure for payment thereof
Bonuses, including deferred bonuses (if applicable), shall be awarded and/or paid only if the Company's financial situation is stable
and shall be based on the performance of the relevant business unit of the Company and the Employee. The calculated bonus
payment fund shall not limit the Company's ability to strengthen its capital base. The decision to pay bonuses shall be justified and
assessed in accordance with the results set out in the remuneration policy for risk-taking employees. If the Company's financial
performance is negative or the Company fails to achieve its performance targets, the Chief Executive Officer shall have the right to
decide not to pay the Bonus or part thereof, to reduce the previously determined amount of the Bonus, or to suspend the payment,
specifying the period of such a decision. No such adjustment or deferral was applied during the reporting period.
A bonus calculated and approved in accordance with the procedures set out in the Remuneration Policy for risk-taking decision-
makers shall be paid to the employee in cash. The terms of payment shall be as follows:
- 60% of the Bonus shall be paid in a single payment in accordance with an order of the CEO of the Management Company or
a decision of the Management Board of the Company;
- the remaining 40% of the bonus shall be paid on a pro rata basis over three years, starting no earlier than one year after
the end of the employee's performance appraisal, with a pro rata amount paid annually. The competent body of the
Management Company may decide on a longer deferral period of up to 5 years, considering the life cycle and operational
characteristics of the Management Company or the relevant collective investment undertaking. If the size of the bonus is
particularly large, a deferral of at least 60% of the amount may be decided.
The Management Company shall not apply the requirement to mandatorily pay the bonus in financial instruments. However, if the
Management Company provides for such possibility, the bonus may, at the employee’s choice, be paid in financial instruments or
equivalent instruments (share options, contributions to the pension fund, insurance instalments).
If the employment relationship with the Employee ends before the bonus is paid, the competent body of the Company shall decide
on the payment of the deferred part of the bonus. If the employment relationship is terminated due to the fault of the Employee,
he/she shall lose the right to the Bonus.
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Consolidated Annual Management Report of 2025
The variable remuneration component for 2025 will be allocated in 2026, after the approval of the financial statements for 2025.
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 2021, 2022, 2023, 2024 and 2025 are presented in the
tables on the pages below.
Granted shares, rights for stock options, the prices, dates, and any amendments to stock option transactions of any
company belonging to the group of companies
In 2025, INVL Baltic Real Estate did not grant shares or amend any transactions.
Information on the exercise of the possibility to recover variable remuneration
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.
Breakdown of wages allocated and paid to Company executives during 2025:
Name Surname, Position
ID code
1. Regular remuneration,
in EUR 000s
2. Variable
remuneration,
in EUR 000s
3. One-
time
payments,
in EUR
000s
4.
Contributi
ons to
pension
funds, in
EUR 000s
5. Total
remunera
tion, in
EUR 000s
6. Portion
of variable
remune-
ration in
%*
Official
annual re-
muneration
Other
payouts
Reward
in kind
Annual
bonuses*
Multiannual
results
bonuses*
Paulius Žurauskas,
General manager of the
Management Company
(until 3 January 2025)
[sensitive
data]
-
-
-
-
-
-
-
-
-
Audrius Matikūnas,
interim General
manager of the
Management Company
(from 7 January 2025
until 1 April 2025)
[sensitive
data]
0.43
-
-
0.01
-
-
0.01
0.45
4.44
Andrius Načajus,
General manager of the
Management Company
(from 1 April 2025)
[sensitive
data]
2.02
0.1
-
-
-
-
0.41
2.53
16.21
Darius Šulnis, Chairman
of the Board of the
Management Company
[sensitive
data]
0.62
-
-
-
-
-
-
0.62
-
Asta Jovaišienė,
Member of the Board of
the Management
Company (from 30 April
2024)
[sensitive
data]
-
-
-
-
-
-
-
-
-
Vytautas Plunksnis,
Member of the Board of
the Management
Company
[sensitive
data]
1.05
-
-
-
-
-
0.19
1.24
15.32
Vytautas Bakšinskas,
Member of the
Investment Committee
[sensitive
data]
105.94
8.4
-
35.70
-
-
1.92
151.96
24.76
Andrius Daukšas,
Member of the
Investment Committee
[sensitive
data]
60.03
3.60
-
-
-
-
16.61
80.14
20,60
* The variable remuneration component for 2025 will be allocated in 2026, after approval of financial statements for 2025.
Breakdown of wages allocated and paid during 2025 in other undertakings of the Group of the Company:
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 123
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Consolidated Annual Management Report of 2025
Name Surname,
Position
ID code
1. Regular remuneration,
in EUR 000s
2. Variable remuneration,
in EUR 000s
3. One-time
payments,
in EUR 000s
4.
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]
1.92
-
-
-
-
-
-
1.92
-
* The variable remuneration component for 2025 will be allocated in 2026, after approval of financial statements for 2025.
**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 cash. 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
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.
The remuneration of the
Investment Committee***
ID code
2021 (in
EUR 000s
2022 (in
EUR 000s
2023 (in
EUR 000s
2024 (in
EUR 000s
2025 (in
EUR 000s
Vytautas Bakšinskas,
Member of the Investment
Committee
[sensitive data]
233.26
88.57
84.77
142.17
151.96
Andrius Daukšas, Member of
the Investment Committee
[sensitive data]
68.62
45.12
44.98
56.27
80.14
*** Total remuneration received from the Company and other companies of the Group
The Company's results
2021 (in
EUR 000s
2022 (in
EUR 000s
2023 (in
EUR 000s
2024 (in
EUR 000s
2025 (in
EUR 000s
Net profit per share
0.37
0.52
0.09
0.34
0.46
Net profit
3,399
4,224
699
2,739
3,667
Assets
33,026
39,016
44,564
45,347
49,180
The Company's Remuneration Report and the Policy are publicly available on INVL Baltic Real Estate website at
https://bre.invl.com/lit/en
INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius, Lithuania 124
INVL BALTIC REAL ESTATE
Consolidated Annual Management Report of 2025
The total amount of remuneration received during the financial year, divided into fixed and variable remuneration paid
by the Management Company to its employees, the number of beneficiaries and, where applicable, the Management
Company's share of the remuneration
Distribution of remuneration and incentive payments allocated and paid in 2025:
Number of
employees*
Fixed annual salary
(including taxes),
EUR
Variable remuneration (bonuses)**
Remaining
deferred variable
remuneration
(bonuses)
allocated, EUR
Allocated in cash
and
contributions to
pension funds,
EUR
Allocated in
equity-related
financial
instruments, EUR
Management
3
328,487
12,180
55,367
-
Employees who assume
risks for the company,
except for board members
and management
36
3,339,825
153,161
124,653
26,896
Employees
51
1,339,695
272,514
27,137
-
Total
90
5,008,007
437,855
207,157
26,896
* Weighted average
** For disclosure purposes, this corresponds to the concept of bonus as described above and includes the portion of variable remuneration allocated
for previous years that was paid/credited during the financial year. No reduction of deferred variable remuneration (bonuses) for 2018-2025, adjusted
for performance, was applied during the reporting period.
The remaining deferred variable remuneration (bonus) shown in the table above includes the entire amount allocated but not paid
by December 31, 2025. In accordance with the Company's variable remuneration accounting policy, part of this remuneration was
recognized as the Company's expenses and liabilities or as a reserve for share-based payments until December 31, 2025. The
portion of variable remuneration (bonus) that was calculated for 2025 but will only be awarded after the financial statements are
issued is not included in the amounts disclosed in the table above.