INVL Baltic Real Estate

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(+370 5) 279 0601, Email [email protected] Code 152105644 VAT code LT521056415 A ccount LT18 7180 3000 2046 7625 AB Šiaulių bankas, Vilniaus filialas Registered at VĮ Registrų centras STATEMENT OF RESPONSIBLE PERSONS 17 March 2025 Following on Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (articles 12 and 15 1 ) 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 2024 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 2024 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 2024. 2. Consolidated Annual Management Report of 2024. Real estate fund manager of the Management Company Vytautas Bakšinskas INVL Asset Management Head of Corporate Accounting of the Management Company Agnė Vainauskienė INVL Asset Management 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 ............................................................................................................................... 30 7 REVENUE, LEASE EXPENSES, LEASE COMMITMENTS, PROVISIONS.................................................................. 32 8 FINANCE COSTS ............................................................................................................................................. 36 9 INCOME TAX .................................................................................................................................................. 36 10 EARNINGS PER SHARE ................................................................................................................................... 38 11 INVESTMENT PROPERTIES .............................................................................................................................. 39 12 FINANCIAL INSTRUMENTS BY CATEGORY ...................................................................................................... 44 13 TRADE AND OTHER RECEIVABLES ................................................................................................................. 45 14 SHARE CAPITAL AND RESERVES .................................................................................................................... 47 15 DIVIDENDS .................................................................................................................................................... 47 16 BORROWINGS ................................................................................................................................................ 48 17 OTHER CURRENT LIABILITIES ........................................................................................................................ 49 18 RELATED PARTY TRANSACTIONS ................................................................................................................... 50 19 REMUNERATION TO AUDITORS ...................................................................................................................... 52 20 EVENTS AFTER THE REPORTING PERIOD ........................................................................................................ 52 ANNUAL MANAGEMENT REPORT ................................................................................................................... 53 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 2024 (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 Šiaulių Bankas AB SEB Bankas AB Swedbank AS SEB banka OP Corporate Bank plc Latvian branch 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 2025. Mr. Vytautas Bakšinskas Ms. Agnė Vainauskienė Real estate fund manager at Head 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 2024 (all amounts are in EUR thousand unless otherwise stated) 5 Consolidated and Company’s statements of comprehensive income Group Company Notes 2024 2023 2024 2023 Revenue 7 3,992 3,631 2,003 1,851 Interest income 6 9 6 9 Other income 39 159 12 152 Net changes in fair value of investments into subsidiaries designated at fair value through profit 5 - - 2,115 339 or loss Net gains from fair value adjustments on investment property 11 2,446 (201) 700 (123) Premises rent costs 6, 7 (15) (15) (11) (12) Utilities 6 (490) (414) (51) (24) Repair and maintenance of premises 6 (486) (511) (42) (94) Management and Performance Fee 7, 18 (450) 44 (450) 44 Property management and brokerage costs 6 (4) (35) (275) (230) Taxes on property 6 (154) (137) (101) (105) Employee benefits expenses (282) (242) - - Provision for impairment of trade receivables 13 - - - - Depreciation and amortisation (115) (116) (25) (29) Other expenses (445) (405) (176) (216) Operating profit 4,042 1,767 3,705 1,562 Finance costs 8 (1,265) (1,050) (966) (863) Profit before income tax 2,777 717 2,739 699 Income tax credit (expense) 9 (38) (18) - - NET PROFIT FOR THE YEAR 2,739 699 2,739 699 Other comprehensive income for the year, net of tax - - - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2,739 699 2,739 699 Attributable to: Equity holders of the parent 2,739 699 2,739 699 Basic and diluted earnings per share (in EUR) 10 0.34 0.09 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 2024 (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 2024 2023 2024 2023 ASSETS Non-current assets Property, plant and equipment 167 267 33 57 Investment properties 11 42,567 42,058 37,905 27,553 Intangible assets 4 8 - - Investments into subsidiaries designated 5 - - 5,268 11,319 at fair value through profit or loss Finance lease receivables-long term - 200 - 200 Deferred tax asset 16 27 - - Total non-current assets 42,754 42,560 43,206 39,129 Current assets Inventories, prepayments and deferred 435 206 427 184 charges Trade and other receivables 13 117 326 29 807 Finance lease receivables -short term 200 197 200 196 Cash and cash equivalents 3.1 1,841 1,275 273 361 Total current assets 2,593 2,004 929 1,548 TOTAL ASSETS 45,347 44,564 44,135 40,677 (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 2024 (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 2024 2023 2024 2023 EQUITY AND LIABILITIES Equity Equity attributable to equity holders of the parent Share capital 14 11,689 11,689 11,689 11,689 Own shares 14 (282) - (282) - Share premium 14 2,478 2,478 2,478 2,478 Reserves 14 3,429 3,430 3,669 3,669 Retained earnings 14 7,933 5,919 7,693 5,680 Total equity 25,247 23,516 25,247 23,516 Liabilities Non-current liabilities Non-current borrowings 16 16,192 17,700 15,192 14,283 Non-current lease liabilities 5 161 5 161 Provisions 7 961 690 961 690 Advances received 339 237 339 207 Other non-current liabilities - 42 - 40 Total non-current liabilities 17,497 18,830 16,497 15,381 Current liabilities Current portion of non-current borrowings 16 790 944 752 657 Current portion of lease liabilities 159 251 159 251 Trade payables 888 348 764 344 Income tax payable 2 13 - - Provisions 7 1 2 1 2 Advances received 123 45 59 21 Other current liabilities 17 640 615 656 505 Total current liabilities 2,603 2,218 2,391 1,780 20,100 21,048 18,888 17,161 Total liabilities TOTAL EQUITY AND LIABILITIES 45,347 44,564 44,135 40,677 (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 2024 (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 2022 11,689 2,478 - 931 2,500 5,945 23,543 Net profit for the year - - - - - 699 699 Total comprehensive income for the year - - - - - 699 699 Dividends approved 15 - - - - - (726) (726) Transfer to reserves 14 - - - (1) - 1 - Total transactions with owners of the Company, recognised directly in equity - - - (1) - (725) (726) 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 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 2024 (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 2022 11,689 2,478 - 1,169 2,500 5,707 23,543 Net profit for the year - - - - - 699 699 Total comprehensive income for the year - - - - - 699 699 Dividends approved 15 - - - - - (726) (726) Transfer to reserves 14 - - - - - - - Total transactions with owners of the Company, recognised directly in equity - - - - - (726) (726) 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 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 2024 (all amounts are in EUR thousand unless otherwise stated) 10 Consolidated and Company’s statements of cash flows Group Company Notes 2024 2023 2024 2023 Cash flows from (to) operating activities Net profit for the year 2,739 699 2,739 699 Adjustments for non-cash items and non- operating activities: Net gains from fair value adjustments on investment property 11 (2,446) 201 (700) 123 Depreciation and amortization 115 116 25 29 Net changes in fair value of investments into subsidiaries designated at fair value through profit or loss 5 - - (2,115) (339) Interest income (6) (9) (6) (9) Interest expenses 8 1,265 1,050 966 863 Deferred taxes 9 11 9 - - Current income tax expenses 9 27 9 - - Provisions 7 270 (241) 270 (241) Loss from lease liabilities remeasurement due 3 15 3 15 to indexation Provision for impairment of trade receivables 13 - - - - Changes in working capital: Decrease (increase) in trade and other receivables 209 (139) 210 (168) Decrease (increase) in other current assets (229) (37) (242) (24) (Decrease) increase in trade payables 14 33 (166) 146 (Decrease) increase in other current liabilities 140 44 246 4 Cash flows from (to) operating activities 2,112 1,750 1,230 1,098 Income tax paid (19) (16) - (12) Net cash flows from (to) operating activities 2,093 1,734 1,230 1,086 (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 2024 (all amounts are in EUR thousand unless otherwise stated) 11 Consolidated and Company’s statements of cash flows (cont’d) Group Company Notes 2024 2023 2024 2023 Cash flows from (to) investing activities Acquisition of non-current assets (except (11) (17) - - investment properties) Acquisition of (investment in existing) 11 (4,987) (1,382) (4,926) (1,382) investment properties Proceeds from government grants 11 - 177 - 177 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 - (2,815) - (2,825) Reduction of authorized capital of subsidiaries and cash received after merger with subsidiaries 5 - - 18 - Loans granted - - - - Repayment of loans granted - - 6,197 2,458 Interest received 6 9 17 30 Proceeds from settlement of finance lease 197 193 196 193 receivables Net cash flows from (to) investing activities 2,655 (3,835) 1,502 (1,349) Cash flows from (to) financing activities Cash flows related to Group owners Purchase of treasury shares (282) - (282) - Dividends paid to equity holders of the parents (722) (712) (722) (712) (1,004) (712) (1,004) (712) Cash flows related to other sources of financing Proceeds from loans and bonds 16 3,150 6,771 - 2,771 Repayment of loans and bonds 16 (4,828) (2,716) (580) (677) Lease payments (251) (240) (251) (240) Interest paid 16 (1,249) (1,009) (985) (833) (3,178) 2,806 (1,816) 1,021 Net cash flows from (to) financing activities (4,182) 2,094 (2,820) 309 Net increase (decrease) in cash and cash 566 (7) (88) 46 equivalents Cash and cash equivalents at the beginning 1,275 1,282 361 315 of the period Cash and cash equivalents at the end of the period 1,841 1,275 273 361 (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 2024 (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 2024 and 2023 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 2024 (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 2024 and 2023. As at 31 December 2024 and 31 December 2023 the shareholders of the Company were: 2024 2023 Number of Number of UAB „INVL Life“ (controlling shareholder AB shares held Percentage shares held Percentage „Invalda INVL“) - - 1,889,123 23.43 AB „Invalda INVL“ 1,889,123 23.43 - - Ms. Irena Ona Mišeikienė 1,308,596 16.23 1,308,596 16.23 UAB LJB property (controlling shareholder Mr. 1,251,695 15.53 1,251,695 15.53 Alvydas Banys) Ms. Šulnienė Ilona 664,710 8.25 664,710 8.25 Mr. Alvydas Banys 663,640 8.23 663,640 8.23 Own shares 107,480 1,33 - - Other minor shareholders 2,176,170 27.00 2,283,650 28.33 Total 8,061,414 100.00 8,061,414 100.00 All the shares of the Company are ordinary shares with the par value of EUR 1.45, and were fully paid as at 31 December 2024 and 2023. Subsidiaries did not hold any shares of the Company as at 31 December 2024 and 2023. 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 2024 the number of employees of the Group and the Company was 7 and nil, respectively. As at 31 December 2023 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 2024 (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 2024 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 has adopted the new and amended IFRS and IFRIC interpretations as of 1 January 2024: − Amendments to IAS 1: Classification of liabilities as current or non-current; − Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback; − Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements. All amendments adopted as of 1 January 2024 had no impact on the Group’s and Company’s financial statements for the year ended 31 December 2024. Standards adopted by the EU but not yet effective and have not been early adopted 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 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 once adopted by the EU) 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 once adopted by the EU) 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 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 2024 (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 2024 (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 2024 (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 2024 (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 2024 (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 2024 (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 2024 was EUR 42,567 thousand and EUR 37,905 thousand, respectively (as at 31 December 2023 – EUR 42,058 thousand and EUR 27,553 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 2024 was EUR 5,268 thousand (as at 31 December 2023 – EUR 11,319 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 2024 (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 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 2023 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 2023. For this period internal rate of return based on net assets value of the Company amounted to 14.49%. 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 the Company recognised non-current provision for the Performance Fee of EUR 961 thousand (as at 31 December 2023 - EUR 684 thousand) (Note 7) . Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE company code 152105644, Gynėjų str. 14, Vilnius, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 (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 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 customers. 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. As at 31 December 2023 the Group faced a significant concentration of credit risk associated to one tenant. The balance of trade receivable from this tenant comprised approximately 14% of the Group’s trade and other receivables as at 31 December 2023. Other tenants did not pose the Group to a significant concentration of credit risk. In addition, due to one – off agreement, the Group had a significant concentration of credit risk amounting to 35% of the Group’s trade and other receivables as at 31 December 2023. As of the reporting date, this receivable was fully paid. As at 31 December 2023 the Company faced a significant concentration of credit risk related to two customers (one being a related party and the other a third party). The balance of trade receivables from these customers comprised approximately 72% (related party) and 14% (third party) of the Company’s trade and other receivables as at 31 December 2023. The concentration of credit risk for the company arose from one - off agreements. As of the reporting date, these receivables were fully paid. The significant concentration of credit risk for both the Group and the Company related a to one – off agreement with third party is associated with the 23 April 2015 share sales agreement. The sale of the shares was completed on 19 August 2015, and the Company received the full amount for the shares. According to the agreement, there was also a right to receive contingent consideration, which was determined as 50 percent of the deferred tax assets value arising from the entity’s tax losses accumulated until the end of 2014. The Company has not recognised this amount as income prior to these financial statements because, according to the management, the sold entity was not expected to earn taxable profit in the foreseeable future, and the buyer would pay only for used tax losses. During 2023, the Company agreed with the buyer on the receivable amount due to 23 April 2015 share sales agreement and recognised EUR 152 thousand as other income. With respect to credit risk arising from cash and cash equivalents and deposits the Group’s and the Company’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. According to the European deposit insurance scheme, cash, cash equivalents and deposits of up to EUR 100 thousand of every legal entity in each bank are covered with insurance. All the Group’s balance of cash and cash equivalents are covered with the insurance, except for the Company’s cash and cash equivalents, because the Company is a collective investment undertaking. The insured amounts of cash placed on AS “SEB banka” accounts were exceeded by EUR 484 thousand, insured amounts of cash placed on AB Šiaulių bankas accounts were exceeded by EUR 116 thousand and at OP Bank – EUR 587 thousand as at 31 December 2024 (by EUR 513 thousand, by EUR 136 thousand, and nil respectively, as at 31 December 2023). 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 2024 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 2024 2023 2024 2023 Prime-1 1,391 724 40 60 Prime-2 450 551 233 301 1,841 1,275 273 361 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 2024 +100 bps (158) (158) EUR -100 bps 158 158 2023 +100 bps (185) (149) EUR -100 bps 185 149 As at 31 December 2024 the Group and the Company had three and three loans respectively with floating interest rates (6 month EURIBOR). As at 31 December 2023 the Group and the Company had four and two 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 2024 and 2023 was approximately 1.00 and 0.9, respectively. The Company’s liquidity ratio as at 31 December 2024 and 2023 was approximately 0.39 and 0.87. As at 31 December 2024 the current assets were lower than current liabilities by EUR 10 thousand in the Group and EUR 1,462 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. 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 2024 (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 2024 and 2023 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 - 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 Interest bearing borrowings - 525 1,559 21,438 - 23,522 Leasing liabilities - 64 193 162 - 419 Trade and other payables - 348 - - - 348 Provision for onerous contract - - 2 6 - 8 Other liabilities 454 66 1 40 - 561 Balance as at 31 December 2023 454 1,003 1,755 21,646 - 24,858 The table below summarises the maturity profile of the Company’s financial liabilities as at 31 December 2024 and 2023 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 - 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 Interest bearing borrowings - 396 1,180 17,547 - 19,123 Leasing liabilities - 64 193 162 - 419 Trade and other payables - 344 - - - 344 Provision for onerous contract - - 2 6 - 8 Other liabilities 454 32 - - - 486 Balance as at 31 December 2023 454 836 1,375 17,715 - 20,380 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 2024 (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 2024 and 2023, except for one subsidiary in 2024 and two subsidiaries in 2023. 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 2024 and 2023, 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 2024 (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 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. 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 2023. Level 1 Level 2 Level 3 Total balance Assets of the Group Investment properties (Note 11) - 9,489 32,569 42,058 Assets of the Company Investment properties (Note 11) - 4,452 23,101 27,553 Investment into subsidiaries (Note 5) - - 11,319 11,319 There were no transfers of assets between the Level 1 and Level 2 and between Level 2 and Level 3 of the fair value hierarchy during 2023. 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 2024 and 2023 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 2024 and 2023 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 2024 (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 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. The Group had the following subsidiaries directly or indirectly owned by the Company as at 31 December 2023: 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 UAB Pramogų Bankas Lithuania 100.00 Real estate owner and lessor SIA Dommo Grupa Latvia 100.00 Real estate owner and lessor SIA Dommo Biznesa Parks Latvia 100.00 Real estate owner and lessor These subsidiaries are directly owned by the Company. All subsidiary undertakings listed in the tables above are included in the consolidation. During 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. 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 Liabilities: 4,263 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 2024 (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 2024 and 2023. 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: 2024 2023 Shares 322 2,726 Loans granted 4,946 8,593 5,268 11,319 Key inputs to valuation on subsidiaries as at 31 December 2023: Significant unobservable inputs Value of input or range, 2023 Discount rate (%) 9.5 - 10.5 Capitalisation rate for terminal value (%) 7.5 - 9 Vacancy rate (%) 0 – 25 Increase of rents per year (%) 2-3 Inflation (%) 2-3 Office premises in city centre - Rent price EUR per sq. m. (without VAT) 3.5-26 The sensitivity analysis of fair value of subsidiaries as at 31 December 2023 is as follows: Reasonable possible shift +/- (%) Increase of estimates Decrease of estimates Change in Increase of rents per year and inflation by 100 bps 101 (101) Change in future rental rates by 10 % 500 (500) Change in expected vacancy rates by 20% (129) 128 Change in discount and capitalization rate by 50 bps (600) 634 As at 31 December 2024 the Company did not have any subsidiaries that are measured using the discounted cash flow method and therefore no sensitivity analysis is performed. 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 2024 (all amounts are in EUR thousand unless otherwise stated) 29 5 Investments into subsidiaries Fair value of investments into subsidiaries (cont’d) The following table presents the movement in Level 3 instruments for the year ended 31 December 2024 and 2023: Fair value as at 31 December 2022 11,176 Gains recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries designated at fair value through profit or loss ’) 721 Losses recognised in profit or loss (within ‘Net changes in fair value of investment into subsidiaries (382) designated at fair value through profit or loss ’) Acquisition of investments (acquisition of the group of asset) 2,865 Loan granted during a year (Note 18) - Loan repaid during a year (Note 18) (3,061) 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 designated at fair value through profit or loss ’) 2,115 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 Change in unrealised gains or losses for the period included in profit or loss for assets held 2,115 at the end of 2024 Change in unrealised gains or losses for the period included in profit or loss for assets held 339 at the end of 2023 Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE company code 152105644, Gynėjų str. 14, Vilnius, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 (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 2023 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 2024: Owned Owned property in property in Total Year ended 31 December 2024 Lithuania Latvia 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 The following table presents performance of reportable segments of the Group for the year ended 31 December 2023: Owned Owned property in property in Total Lithuania Latvia Year ended 31 December 2023 Rent income 1,617 614 2,231 Other revenue (utilities and other service) 1,414 - 1,414 Revenue 3,031 614 3,645 Expenses Premises rent costs (21) (1) (22) Utilities (414) - (414) Repair and maintenance of premises (534) (67) (601) Property management and brokerage costs - (35) (35) Taxes on property (117) (20) (137) Insurance costs (9) (3) (12) Net operating income for the period 1,936 488 2,424 30 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 2024 (all amounts are in EUR thousand unless otherwise stated) 31 6 Segment information (cont’d) The following table presents reconciliation of the Group’s operating profits to net operating income, rent costs and revenue. 2024 2023 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 2,765 (15) (544) 3,988 2,424 (22) (601) 3,645 segment Provision for onerous contracts and lease 3 3 - - 10 10 - - liabilities recalculation impact Other revenue not included in reportable 4 - - 4 - - - - segments Rent revenue not included in reportable - - - - (14) - - (14) segment due to application of IFRS 16 Add back insurance and other costs 71 (3) 58 - 99 (3) 90 - (included within ‘other expenses’) Brokerage cost on sale - - - - - - - - of investment property Management and Performance Fee (450) - - - 44 - - - Impairment of trade receivables - - - - - - - - Employee benefits (282) - - - (242) - - - expenses Depreciation and amortisation (115) - - - (116) - - - Other expenses (445) - - - (405) - - - Other income 45 - - - 168 - - - Net gains from fair value adjustments on investment property 2,446 - - - (201) - - - Total 4,042 (15) (486) 3,992 1,767 (15) (511) 3,631 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 2024 and 2023: Lithuania Latvia Total As at 31 December 2024 38,075 4,663 42,738 As at 31 December 2023 32,027 10,306 42,333 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 2024 (all amounts are in EUR thousand unless otherwise stated) 32 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 2024 2023 2024 2023 Rent income 2,460 2,217 1,991 1,837 Utilities revenue 303 281 - - Other services revenue (coworking space activity and other revenue 1,229 1,133 12 14 from tenants) Total revenue 3,992 3,631 2,003 1,851 Analysis of revenue of the Group by geographical areas: Group 2024 2023 Lithuania 3,436 3,017 Latvia 556 614 Total 3,992 3,631 In 2024 there was one customer in Latvia, from which the Group received 11% of its revenue, in 2023 the Group had one customer in Latvia, from which was received 13% of revenue. 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. In 2023 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 2024 and 2023 are as follows: 2024 2023 Within one year - non-cancellable lease 1,019 877 - non-cancellable amount of cancellable lease 786 1,256 - minimum lease payments, total 1,805 2,133 - cancellable amount of cancellable lease 173 252 1,978 2,385 Within two years - non-cancellable lease 663 831 - non-cancellable amount of cancellable lease 325 436 - minimum lease payments, total 988 1,267 - cancellable amount of cancellable lease 461 799 1,449 2,066 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 2024 (all amounts are in EUR thousand unless otherwise stated) 33 7 Revenue, lease expenses, lease commitments, provisions (cont’d) Revenue (cont’d) 2024 2023 Within three years - non-cancellable lease 233 492 - non-cancellable amount of cancellable lease 229 - - minimum lease payments, total 462 492 - cancellable amount of cancellable lease 479 699 941 1,191 Within four years - non-cancellable lease 168 64 - non-cancellable amount of cancellable lease 235 - - minimum lease payments, total 403 64 - cancellable amount of cancellable lease 90 409 493 473 Within five years - non-cancellable lease 168 - - non-cancellable amount of cancellable lease - - - minimum lease payments, total 168 - - cancellable amount of cancellable lease 229 94 397 94 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 5,280 6,209 - non-cancellable lease 2,273 2,264 - non-cancellable of cancellable lease 1,575 1,692 - minimum lease payments, total 3,848 3,956 - cancellable amount of cancellable lease 1,432 2,253 5,280 6,209 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 2024 (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 2024 and 2023 are as follows: Within one year 2024 2023 - non-cancellable lease 1,495 1,119 - non-cancellable amount of cancellable lease 786 622 - minimum lease payments, total 2,281 1,741 - cancellable amount of cancellable lease 173 192 Within two years 2,454 1,933 - non-cancellable lease 901 1,073 - non-cancellable amount of cancellable lease 325 184 - minimum lease payments, total 1,226 1,257 - cancellable amount of cancellable lease 462 450 Within three years 1,688 1,707 - non-cancellable lease 233 728 - non-cancellable amount of cancellable lease 229 - - minimum lease payments, total 462 728 - cancellable amount of cancellable lease 479 539 Within four years 941 1,267 - non-cancellable lease 168 64 - non-cancellable amount of cancellable lease 235 - - minimum lease payments, total 403 64 - cancellable amount of cancellable lease 90 409 Within five years 493 473 - non-cancellable lease 168 - - non-cancellable amount of cancellable lease - - - minimum lease payments, total 168 - - cancellable amount of cancellable lease 229 94 After five years 397 94 - non-cancellable lease 22 - - non-cancellable amount of cancellable lease - - - minimum lease payments, total 22 - - cancellable amount of cancellable lease - - 22 - Total 5,995 5,474 - non-cancellable lease 2,987 2,984 - non-cancellable of cancellable lease 1,575 806 - minimum lease payments, total 4,562 3,790 - cancellable amount of cancellable lease 1,433 1,684 5,995 5,474 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 2024 (all amounts are in EUR thousand unless otherwise stated) 35 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 2024 and 2023 are as follows: 2024 2023 Year 1 202 202 Year 2 - 202 Year 3 - - Year 4 - - Year 5 - - After 5 years - - Total 202 404 Unearned interest (2) (7) 200 397 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 6–3š months of the start of lease term. According to non-cancellable lease agreements tenants must pay the penalty equal to rentals receivable during the whole remaining lease period. Most of lease agreements have a clause enabling upward revision of the rental charges on an annual basis according to prevailing market conditions. Expenses and provisions The Company was leasing premises from an external party until August 2017 under the lease agreement of 10 August 2007, except for one property, which is leased until the expiry of the current sublease agreement (31 December 2025). The Company had paid a one-off deposit in the amount of EUR 825 thousand corresponding to the 6 months rental fee amount, which will be set-off against the last part of lease payment at the termination of the lease. The rent payments are subject to an indexation at the end of August each year based on harmonised consumer price index, if the latter is more than 1%, but there is a cap for annual indexation of 3.8%. In November of 2016 the amendment to the lease agreement was signed. According to the amendment, EUR 275 thousand of prepayments was set off against lease payables in 2016, EUR 450 thousand of prepayments was set off in 2017, and EUR 100 thousand of prepayments have to be set off in 2025. 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 2024 (all amounts are in EUR thousand unless otherwise stated) 36 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: 2024 2023 As at 1 January 8 32 Re-estimation of provision at the end of the year (5) (13) Amount used (recognised as a reduction of ‘Premises rent costs’) (2) (12) Unwinding of the discount and changes in the discount rate - 1 As at 31 December 1 8 Non-current - 6 Current 1 2 As at 31 December 2024 the Company recognised non-current provision for the Performance Fee of EUR 961 thousand (as at 31 December 2023: EUR 684 thousand) (Notes 2.11 and 2.19). The changes in the provision for the Performance Fee is presented below: 2024 2023 As at 1 January 684 900 Re-estimation of provision at the end of the year 277 (216) As at 31 December 961 684 8 Finance costs Group Company 2024 2023 2024 2023 Interest expenses of bank borrowings (1,189) (917) (959) (851) Interest expenses of borrowings from third parties (in 2024) and of issued bonds (in 20230 (70) (121) - - Unwinding of the discount of provision for onerous contract - (1) - (1) Lease interest (6) (11) (7) (11) Other financial expenses - - - - (1,265) (1,050) (966) (863) 9 Income tax Group Company Components of the income tax (expenses)/credit 2024 2023 2024 2023 Current income tax (expense)/credit (23) (9) - - Prior year current income tax correction (4) - - - Deferred income tax (expense)/credit (11) (9) - - Income tax (expense)/credit charged to profit or loss – total (38) (18) - - There is no income tax expense (credit) recognised in other comprehensive income. Deferred income tax asset and liability were estimated at 16 % and 15% rates as at 31 December 2024 and 2023 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 2024 (all amounts are in EUR thousand unless otherwise stated) 37 9 Income tax (cont’d) 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 Deferred tax asset 2023 year 2024 Tax loss carry forward 79 (8) 71 Investment properties - - - Deferred tax asset available for recognition 79 (8) 68 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 The movement in deferred income tax assets and liabilities of the Group during 2023 is as follows: Balance as at Recognised in profit Balance as at 31 December or loss during the 31 December Deferred tax asset 2022 year 2023 Tax loss carry forward 86 (7) 79 Investment properties - - - Deferred tax asset available for recognition 86 (7) 79 Less: unrecognised deferred tax asset from tax losses carried forward (50) (2) (52) Less: unrecognised deferred tax asset due to future uncertainties - - - Recognised deferred income tax asset 36 (9) 27 Asset netted with liability of the same legal entities - - - Deferred income tax asset, net 36 (9) 27 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 36 (9) 27 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 2024 (all amounts are in EUR thousand unless otherwise stated) 38 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 2024 and 2023 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 2024 2023 2024 2023 Profit before income tax 2,777 717 2,795 699 Tax calculated at the tax rate of 0 % - - - - Tax effect of non-deductible expenses and non-taxable income (9) (63) - - 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 - (2) - - Prior year current income tax correction (4) - - - Differences in tax rates in subsidiaries (16/15% instead of 0%) (25) 47 - - Income tax (expense)/credit recorded in the statement of comprehensive income (38) (18) - - 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 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 The weighted average number of shares for the year ended 31 December 2023 was as follows: Number of shares Par value Issued/365 Weighted average Calculation of weighted average for the year 2023 (thousand) (EUR) (days) (thousand) Shares issued as at 31 December 2022 8,061 1.45 365/365 8,061 Shares issued as at 31 December 2023 8,061 1.45 365/365 8,061 Group 2024 2023 Net profit (loss), attributable to the equity holders of the parent 2,739 699 Weighted average number of ordinary shares (thousand) 8,058 8,061 Basic earnings (deficit) per share (EUR) 0.34 0.09 For 2024 and 2023 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 2024 (all amounts are in EUR thousand unless otherwise stated) 39 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 for future comparison method by the entity redevelopment Fair value hierarchy Level 2 Level 3 Level 3 Balance as at 31 December 2022 8,292 26,595 1,540 36,427 Additions 30 - - 30 Additions through subsidiary acquisition (asset acquisition) - 4,600 - 4,600 Subsequent expenditure 994 - 208 1,202 Gain from fair value adjustment 173 374 - 547 Loss from fair value adjustment - (500) (248) (748) 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 Unrealized gains or losses for the period, included within ‘Net gain (losses) on fair value adjustments of investment 60 604 34 698 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 for future comparison method the entity redevelopment Fair value hierarchy Level 2 Level 3 Level 3 Balance as at 31 December 2022 3,358 21,546 1,540 26,444 Additions 30 - - 30 Subsequent expenditure 994 - 208 1,202 Gain from fair value adjustment 70 155 - 225 Loss from fair value adjustment - (100) (248) (348) 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 Unrealized gains or losses for the period, included within ‘Net gain (losses) on fair value adjustments of investment property’ in profit or loss - 666 34 700 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 2024 (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 2024 2023 2024 2023 To properties that generated rental income 563 514 421 390 To properties that did not generate rental income 116 119 76 90 679 633 497 480 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 2023 a purchase and sale agreement was concluded with Nesė Group, UAB, regarding the acquisition of 100 percent of the shares of UAB “Pramogų bankas” and the ownership was taken over. This acquisition is accounted for as the acquisition of a group of assets, the cost of the acquired investment property was EUR 4,600 thousand. It is to be noted that UAB “Pramogų bankas” owns non-residential premises – entertainment center with guesthouse and non-residential premises – gambling house with bars – at the address A. Stulginskio str. 8, in Vilnius. UAB "OBER-HAUS Real Estate" valued the premises at EUR 4,200 thousand. Pramogų Bankas, located at A. Stulginskio Street 8 in the Lithuanian capital, has a total area of 4,100 square meters. The transaction was financed with borrowed funds. Šiaulių Bankas provided loans for the amount of EUR 870 thousand allocated to the Company for the payment of shares of UAB “Pramogų Bankas”. Furthermore, to finance the transaction, the Company’s subsidiary UAB “Rovelija” issued a non-public issue of bonds, which was bought out by the private debt fund INVL Bridge Finance managed by the subsidiary of Management Company for EUR 2,000 thousand. The bonds were redeemed by the end of 2023. On 21 December 2023 subsidiary Dommo Biznesa Parks signed EUR 2,550 thousand loan agreement with OP Corporate Bank plc Latvia branch and the part of this loan was used to redeem the above-mentioned bonds. In addition, the Company won the auction organized by VĮ Turto bankas for the garage (box) with a total area of 16.83 sq. m., located at Vilniaus str. 37-3, Vilnius, with part of the land plot of 0.0015 ha from the total land plot of 0.3453 ha, located at Vilniaus st. 37, Vilnius. On 14 July 2023 the Company acquired the real estate from VĮ Turto bankas for EUR 30 thousand. 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. During 2023 the reconstruction expenses of EUR 208 thousand and EUR 1,171 thousand were incurred additionally for the investment properties, located at Palangos 4, Vilnius and Vilniaus 37, Vilnius, respectively. In addition, 177 thousand subsidy was received from the State as partial compensation of Vilniaus 37 reconstruction expenses . As at 31 December 2024 and 2023 outstanding payables for additions and subsequent expenditure from 2024 and 2023 for investment properties amounted to EUR 728 thousand and EUR 202 thousand respectively. Investment properties were measured at fair value. 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 and market 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. 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 2024 (all amounts are in EUR thousand unless otherwise stated) 41 11 Investment properties (cont’d) During 2023, properties leased out by the entity in Lithuania were valued as at 31 October 2023 and 30 April 2023, 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 2023 investment properties located in Latvia were valued as at 31 October 2023 and 30 April 2023, 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 2024 and 31 December 2023, only value of investment property located in Vilnius str. 37 was updated by EUR 1,360 thousand and EUR 52 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. 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 2024 2023 2024 2023 Offices premises in city centre – Lithuania 24,800 25,801 24,801 21,601 Warehouse – Latvia - 5,268 - - 24,800 31,069 24,801 21,601 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 2024 (all amounts are in EUR thousand unless otherwise stated) 11 Investment properties (cont’d) Description of valuation techniques used and key inputs to valuation on investment properties located in Lithuania as at 31 December 2024: Valuation technique Significant unobservable inputs Range (weighted average) Discount rate (%) 9-9.5 (9.13) Properties leased out by the Capitalisation rate for terminal value (%) 7.25-7.5 (7.33) entity Discounted cash flows 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. Description of valuation techniques used and key inputs to valuation on investment properties located in Lithuania as at 31 December 2023: Valuation technique Significant unobservable inputs Range (weighted average) Discount rate (%) 8-9.75 (9.44) Properties leased out by the Capitalisation rate for terminal value (%) 6.5-7.75 (7.32) entity Discounted cash flows Vacancy rate (%) 0-33.3 Office premises in city centre - Rent price 3.5 – 38 (14.91) EUR per sq. m. (without VAT) Profit on cost ratio of the entire project (%) 25 Investment properties held for Discounted cash flows Capitalisation rate for terminal value (%) 6.25 future redevelopment with estimated costs to Cost to completion EUR per sq. m (without 1,520 complete VAT) Sales price EUR per sq. m. (with VAT) 4,100 All inputs in the Company are the same as in the Group. Description of valuation techniques used and key inputs to valuation on investment properties located in Latvia as at 31 December 2023: Valuation technique Significant unobservable inputs Value of input or range Discount rate (%) 10.5 Discounted cash flows value (%) Capitalisation rate for terminal 9 Properties leased out by the entity Vacancy rate (%) 2 (three year estimated) Increase of rents per year (%) 2-3 Inflation (%) 2-3 42 company code 152105644, Gynėjų str. 14, Vilnius, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE (all amounts are in EUR thousand unless otherwise stated) 43 11 Investment properties (cont’d) 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 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 The sensitivity analysis of investment properties located in Lithuania valued using income approach as at 31 December 2023 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 1,200 (2,700) (1,100) Change in construction costs by 10% - (1,000) - 1,000 Change in expected vacancy rates by 20% (500) - 400 - Change in discount and capitalization rate by 50 bps (1,600) (800) 1,900 1,100 Change in profit on cost ratio of the entire project by 200 bps - (100) - 200 The sensitivity analysis of investment properties located in Latvia valued using income approach as at 31 December 2023 is as follows: Reasonable possible shift +/- (%) Increase of estimates Decrease of estimates Change in Increase of rents per year and inflation by 100 bps 101 (101) Change in expected vacancy rates by 20% (29) 28 Change in discount and capitalization rate by 50 bps (300) 334 As at 31 December 2024 the Group’s investment properties with carrying amount of EUR 36,631 thousand (EUR 36,194 thousand as at 31 December 2023) were pledged to the banks as collateral for the loans (Note 16). As at 31 December 2024 the Company’s investment properties with carrying amount of EUR 36,631 thousand (EUR 26,292 thousand as at 31 December 2023) 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 2024 and 2023. No contractual obligations to purchase, construct, repair or enhance investment properties existed at the end of the period. Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE company code 152105644, Gynėjų str. 14, Vilnius, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 (all amounts are in EUR thousand unless otherwise stated) 44 12 Financial instruments by category Group Financial assets at amortised cost Assets as per statement of financial position 2024 2023 Financial lease receivables 200 397 Trade and other receivables excluding tax prepayments 102 319 Cash and cash equivalents 1,841 1,275 Total 2,143 1,991 Financial assets at Assets at fair value Company through the profit amortised cost and loss Total 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 5,268 489 5,757 Financial assets at Assets at fair value Company through the profit amortised cost and loss Total 31 December 2023 Assets as per statement of financial position Financial lease receivables - 396 396 Investments into subsidiaries designated at fair value through profit or loss 11,319 - 11,319 Trade and other receivables excluding tax prepayments - 801 801 Cash and cash equivalents - 361 361 Total 11,319 1,558 12,877 Group Financial liabilities at amortised cost Liabilities as per statement of financial position 2024 2023 Borrowings 16,982 18,644 Lease liabilities 164 412 Provision for onerous lease contract 1 8 Trade payables 888 348 Other current liabilities excluding taxes and employee benefits 546 521 Total 18,581 19,933 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 2024 (all amounts are in EUR thousand unless otherwise stated) 45 12 Financial instruments by category (cont’d) Company Financial liabilities at amortised cost Liabilities as per statement of financial position 2024 2023 Borrowings 15,944 14,940 Lease liabilities 164 412 Provision for onerous lease contract 1 8 Trade payables 764 344 Other current liabilities excluding taxes and employee benefits 634 486 Total 17,507 16,190 13 Trade and other receivables Group Company 2024 2023 2024 2023 Trade receivables, gross 130 346 42 823 Accrued lease income, gross - 4 - 4 Taxes receivable, gross 15 7 13 6 Total trade and other receivable, gross 145 357 55 833 Less: provision for impairment of trade and other receivables (28) (31) (26) (26) Trade and other receivable net of expected credit losses 117 326 29 807 Changes in provision for impairment of trade and other receivables for the year 2024 and 2023 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 2022 40 Charge for the year 4 Write-offs charged against the provision - Enforcement activity ended (9) Recoveries of amounts previously impaired (4) 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 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 2024 (all amounts are in EUR thousand unless otherwise stated) 46 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 2022 26 Charge for the year - Write-offs charged against the provision - Enforcement activity ended - Recoveries of amounts previously impaired - 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 The credit quality of trade receivables of the Group can be assessed on the ageing analysis disclosed below: Group Current Less than 30–60 61–90 More than Credit Total As at 31 December 2024 30 days days days 90 days impaired 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 As at 31 December 2023 Trade receivables net of write off 240 72 2 - 1 31 346 Accrued lease income 4 - - - - - 4 Expected credit losses - - - - - (31) (31) Trade and other receivable net of expected 244 72 2 - 1 - 319 credit losses The credit quality of trade receivables of the Company can be assessed on the ageing analysis disclosed below: Company Less than 30–60 61–90 More Credit Current than 90 Total As at 31 December 2024 30 days days days days impaired 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 As at 31 December 2023 Trade receivables net of write off 772 25 - - - 26 823 Accrued lease income 4 - - - - - 4 Expected credit losses - - - - - (26) (26) Trade and other receivable net of expected 776 25 - - - - 801 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 2024 (all amounts are in EUR thousand unless otherwise stated) 47 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 2024 and 2023 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 2024 - - - - 28 28 Trade receivables net of write off as at 31December 2023 - - - 3 28 31 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 2024 - - - - 26 26 Trade receivables net of write off as at 31 December 2023 - - - - 26 26 14 Share capital and reserves As at 31 December 2024 and 31 December 2023 the Company’s and the Group’s share capital was divided into 8,061,414 ordinary registered shares with the nominal value of EUR 1.45 each. All the shares of the Company were fully paid. As at 31 December 2024 and 31 December 2023 the Company held 107,480 and none of its own shares respectively (1.33% of share capital). 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. 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 726 thousand in respect of the year ended 31 December 2023 was approved at the Annual General Meeting of Shareholders on 30 April 2024. Payment of dividends of EUR 0.09 per share and total dividends of EUR 726 thousand in respect of the year ended 31 December 2022 was approved at the Annual General Meeting of Shareholders on 18 April 2023. Special Closed-Ended Type Real Estate Investment Company INVL BALTIC REAL ESTATE company code 152105644, Gynėjų str. 14, Vilnius, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 (all amounts are in EUR thousand unless otherwise stated) 48 16 Borrowings Group Company Non-current: 2024 2023 2024 2023 Non-current bank borrowings 15,192 17,700 15,192 14,283 Non-current other borrowings 1,000 - - - Current: 16,192 17,700 15,192 14,283 Current portion of non-current borrowings 752 944 752 657 Current other borrowings 38 - - - Borrowings from related parties - - - - 790 944 752 657 Total borrowings 16,982 18,644 15,944 14,940 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 2024 2023 2024 2023 Fixed 1,066 48 28 - Floating 15,916 18,596 15,916 14,940 16,982 18,644 15,944 14,940 The carrying amounts of assets pledged to the banks to secure the repayment of borrowings are as follows: Group Company 2024 2023 2024 2023 Investment properties (Note 11) 36,631 36,194 36,631 26,292 Cash 234 315 234 301 Weighted average effective interest rates of borrowings for the period: Group Company 2024 2023 2024 2023 Borrowings 6.66% 6.25% 6.58% 6.15% As at 31 December 2024 and 2023 all Group entities have complied with bank loan covenants. 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 beared 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. On 23 June 2023 the Company has signed an amendment of to the borrowing agreement with AB Šiaulių bankas. According to the amendment the new credit limit of EUR 15,095 thousand is set. It consists of two parts. The first part amounts to EUR 14,095 thousand whose outstanding balance on the day of signing the contract was EUR 13,190 thousand, remained not disbursed credit amount of EUR 35 thousand and EUR 870 thousand an additional credit amount. The second part is a credit line of EUR 1,000 thousand, which could be disbursed until 26 June 2028. Furthermore, the settlement schedule and due date (27 June 2028) were changed. As of 31 December 2023 all credit limit is withdrawn. During 2023 the Company used EUR 2,771 thousand of borrowing and returned EUR 677 thousand. 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 2024 (all amounts are in EUR thousand unless otherwise stated) 49 16 Borrowings (cont‘d) On 21 December 2023 subsidiary Dommo Biznesa Parks signed EUR 2,550 thousand loan agreement with OP Corporate Bank plc Latvia branch. EUR 2,000 thousand was used to cover issued bonds by subsidiary to finance acquisition of UAB Pramogų bankas (Note 11). As at 31 December 2023 the unused portion of Dommo Biznesa Parks credit was EUR 550 thousand. It was used in January 2024. After the acquisition and merger of AB "Pramogų Bankas" to the Company, the Group took over the available long-term loan of AB Šiaulių Bankas, which was EUR 1,558 thousand on the date of these statements. The final loan repayment term is 27 June 2028. Changes in liabilities arising from financing activities are presented in the table below: Group Company Borrowings Dividends payable Borrowings and Dividends and lease payable (Note liabilities (Note 15, 17) lease liabilities 15, 17) As at 31 December 2022 13,450 440 13,450 440 Cash flows from (to) financing activities 2,806 (712) 1,021 (712) Interest expenses (Note 8) 1,049 - 862 - Increase of lease liabilities recalculation due to indexation and modification 19 - 19 - Borrowings acquired through acquisition of the group of asset (the Group) and the merger (the Company) (Note 5) 1,732 - - - Approved dividends - 726 - 726 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) - - 1,603 - Approved dividends - 726 - 726 As at 31 December 2024 17,146 458 16,108 458 17 Other current liabilities Other current liabilities are presented in the table below: Group Company 2024 2023 2024 2023 Financial liabilities Dividends payable 458 454 458 454 Performance Fee (Note 7, 2.19) - - - - Other amounts payable 88 67 176 32 Non – financial liabilities 546 521 634 486 Salaries and social security contributions payable 66 45 - - Tax payable 28 49 22 19 94 94 22 19 Total other current liabilities 640 615 656 505 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 2024 (all amounts are in EUR thousand unless otherwise stated) 50 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 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 Group’s transactions with related parties during 2023 and related balances as at 31 December 2023 were as follows: Purchases Revenue and (including Payables to 2023 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 (rent, utilities and other) - 4 - - Other related parties (management services - (44) - 13 provided by the Management Company) - 1 - 13 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 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 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 2024 (all amounts are in EUR thousand unless otherwise stated) 51 18 Related party transactions (cont’d) Transactions of the Company with subsidiaries in 2023 and balances as at 31 December 2023 were as follows: Revenue and 2023 other income Purchases and Receivables from related interest from from related Payables to parties related parties parties related parties Company Loans to subsidiaries - - 8,593 - Transfer of loans within the group 2,578 - 582 - Rent 442 - 30 - Other - 251 - 101 3,020 251 9,205 101 The repayment date of the loans granted to subsidiaries in Lithuania is 31 December 2024. As described in Note 2.7, the Company measured the loans granted to subsidiaries at fair value and did not recognise interest income separately. The Company’s transactions with other related parties during 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 - 21 The Company’s transactions with other related parties during 2023 and related balances as at 31 December 2023 were as follows: Purchases Revenue and (including Payables to 2023 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) - 3 - - Other related parties (management services - (44) - 13 provided by the Management Company) - (17) - 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 2024 (all amounts are in EUR thousand unless otherwise stated) 52 18 Related party transactions (cont’d) The movements of loans granted to subsidiaries of the Group were: 2024 Company 2023 At 1 January 8,593 10,989 Loans granted during year - - Loans repayment received (5,615) (3,040) Changes in fair value of loans granted 1,971 665 Interest charged 8 - Interest received (11) (21) At 31 December 4,946 8,593 The movements of borrowings from AB Invalda INVL and its subsidiaries were: Group Company 2024 2023 2024 2023 At 1 January - - - - Loans granted during year 1,600 - - - Loans repayment received (1,600) - - - Interest charged 32 - - - Interest received (32) - - - At 31 December - - - - 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. 2024 Group 2023 2024 Company 2023 Wages, salaries and bonuses 2 1 - - Management Fee (Note 2.11) 173 172 173 172 Performance Fee (Note 2.11) (change in provision) 277 (216) 277 (216) Total key management compensation 452 (43) 450 (44) There were no loans granted to key management during the reporting period or outstanding at the end of the reporting period. 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. During 2023 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 2024 2023 2024 2023 The Group’s and the Company’s statutory audit fee 30 29 30 29 From 2024 the Group’s and the Company’s statutory audit was performed by UAB BDO auditas ir apskaita. In 2024 UAB BDO auditas ir apskaita did not provide any non-audit services (including other assurance services and tax advisory services). From 2014 until 2023 the Group’s and the Company’s statutory audit was performed by UAB PricewaterhouseCoopers. In 2023 UAB PricewaterhouseCoopers did not provide any non-audit services (including other assurance services and tax advisory services). 20 Events after the reporting period No post-reporting events occurred from the date of preparation of the financial statements to the date of issuance of the financial statements. CONSOLIDATED ANNUAL MANAGEMENT REPORT FOR THE YEAR OF 2024 THE SPECIAL CLOSED-ENDED TYPE REAL ESTATE INVESTMENT COMPANY INVL BALTIC REAL ESTATE INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 54 CONTENT I. GENERAL INFORMATION ....................................................................................................................... 56 1. Legal basis for preparation of the Consolidated Annual Management Report and content of information ............................ 56 2. Reporting period for which the management report is prepared ................................................................................... 56 3. General information about the Issuer and other companies comprising the Issuer‘s group .............................................. 56 II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS .............................................................................. 64 4. Overview of the Issuer and its group activity ............................................................................................................. 64 5. Significant events of the Issuer and its group since the end of the financial year ........................................................... 68 6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts ...................................................... 68 III. INFORMATION ABOUT SECURITIES ...................................................................................................... 70 7. The order of amendment of Issuer’s Articles of Association ......................................................................................... 70 8. Structure of the authorized capital ........................................................................................................................... 70 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 .................................................................................................................................................... 71 10. Shareholders ....................................................................................................................................................... 74 11. Dividends ............................................................................................................................................................ 75 IV. ISSUER’S MANAGING BODIES .............................................................................................................. 77 12. Structure, authorities, the procedure for appointment and replacement ...................................................................... 77 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 14. Information about the Audit Committee of the company ........................................................................................... 86 15. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets transferred and guarantees granted to the Company’s bodies and company providing accounting services ....................................................................... 88 V. OTHER INFORMATION .......................................................................................................................... 90 16. Agreements with intermediaries on public trading in securities .................................................................................. 90 17. Information on Issuer’s branches and representative offices ...................................................................................... 90 18. A description of the principal risks and uncertainties ................................................................................................. 90 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 .............................................................................................................................. 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. ........................... 96 21. Significant investments made during the reporting period ......................................................................................... 96 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 ....................................................................................................... 97 25. Information on harmful transactions in which the issuer is a party ............................................................................. 97 26. References to and additional explanations of the data presented in the annual financial statements and consolidated financial statements ............................................................................................................................................................... 97 27. Information on Audit Company .............................................................................................................................. 97 28. Data on the publicly disclosed information ............................................................................................................... 97 APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT DETAILS ....................................... 100 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 55 APPENDIX 2. CORPORATE GOVERNANCE CODE.......................................................................................... 101 APPENDIX 3. INFORMATION ABOUT COMPANY'S MANAGEMENT ................................................................... 116 APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS .................... 118 APPENDIX 5. REMUNERATION REPORT ..................................................................................................... 122 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 56 I. GENERAL INFORMATION 1. Legal basis for preparation of the Consolidated Annual Management Report 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, Issuer or “INVL Baltic Real Estate”) has been prepared by the Company in accordance with the Law on Securities of the Republic of Lithuania, the Law on Companies of the Republic of Lithuania, the Rules on the Disclosure of Information and the Guidelines on the Disclosure of Information approved by the Board of the Bank of Lithuania. The content of the consolidated annual management report is disclosed according to Law on Corporate and Corporate Group Reporting of the Republic of Lithuania. The Company informs that the information disclosed in this Consolidated Annual Management Report is divided into five (V) sections. These sections disclose General information about the Issuer, information on Company's securities, the Management of the Company, the Company's and the Group's activities and other information, that Company’s Management values as important to disclose. The Company notes that the information presented in the Annual Management Report is relevant for understanding the Company's performance, condition, and impact of operations. 2. Reporting period for which the management report is prepared The report covers the financial period of INVL Baltic Real Estate, starting from 1 January 2024 and ending on 31 December 2024. The report also discloses information from the end of the reporting period to the release of the report. 3. General information about the Issuer and other companies comprising the Issuer‘s group 3.1. INFORMATION ABOUT THE ISSUER Name Special closed-ended type real estate investment company „INVL Baltic Real Estate“ Code 152105644 Registration address Gynėjų str. 14, 01110, Vilnius, Lithuania Telephone +370 5 279 0601 E-mail [email protected] 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, licence No. 3 for a management company operating under the Law on Managers of Alternative Undertakings for Collective Investment Depository SEB bankas, AB, code 112021238, bank licence No. 2 3.2. INFORMATION ON COMPANY’S GOALS AND STRATEGY INVL Baltic Real Estate – real estate investment company that was founded on 28 January 1997, former name – Invaldos Nekilnojamo Turto Fondas, AB. On 17 August 2015 the Company was merged with its parent company; therefore, the Company took over all its rights and obligations. 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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 57 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 (hereinafter – the Investment Committee), which based on powers vested by the Management Company, also participates in the management of the Company. INVL Baltic Real Estate seeks to ensure the growth of rental income and earn from investments in commercial real estate. The companies owned by INVL Baltic Real Estate have invested in commercial real estate: business centers and warehouse 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 has further development potential. INVL Baltic Real Estate shares have been listed on Nasdaq Vilnius Baltic Secondary trading list since 4 June 2014. The Company has approved a Dividend Payment policy on 9 April 2019 which stipulates the annual payment of dividend per share of no less than EUR 0.09. It is noted that in accordance with the provisions of the dividend payment policy, the Company may allocate both lower and higher dividends per share than it is expected in the policy. 3.3. INFORMATION ABOUT THE ISSUER‘S GROUP OF COMPANIES Portfolio companies of INVL Baltic Real Estate – shown in the scheme below – owns 5 real estate properties in Vilnius and Riga. 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 not changed compared to the reporting period of 2024, but 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. INVL Baltic Real Estate seeks to profit on investments in commercial real estate by ensuring the growth of leasing income and steadily developing the potential of existing properties, taking advantage of their location. It is noted that on 30 April 2024 the General Ordinary Shareholders Meeting of the Company approved the participation of the Company in the reorganisation by means of a merger, during which on the end of the November 2024 the subsidiary AB Pramogų bankas, was merged to INVL Baltic Real Estate, which continues to operate after the reorganisation is completed and on 3 December 2024 AB Pramogų bankas has been removed from the Register of Legal Entities. Fig. 3.3.1. Simplified group structure of INVL Baltic Real Estate until 3 December 2024 Rovelija, UAB Proprietas, UAB Pramogų bankas, UAB INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 58 Fig. 3.3.2. Simplified group structure of INVL Baltic Real Estate from 3 December 2024 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 59 3.3.1. Real estate objects owned by group companies of INVL Baltic Real Estate in Vilnius (Lithuania) Fig. 3.3.2. Real estate objects owned by group companies of INVL Baltic Real Estate in Vilnius (Lithuania) OFFICE BUILDING IN THE CENTRE OF VILNIUS, PALANGOS STR. 4/ VILNIAUS STR. 33 AREA 10,000 SQ.M. Business centre is in one of the busiest places in the Old Town of Vilnius, between Vilnius, Pamenkalnio, Islandijos and Palangos streets. Vilnius Old Town - one of the most important components of the city and its centre, the oldest part of the city of Vilnius, situated on the left bank of the Neris River. Old Town area - protected and managed in accordance with the special heritage protecti on well, small business and residential function are being supported. There is a closed, guarded parking and underground garage in the area, convenient public transport access. In the business center operates more than 2,000 square meters Talent Garden Vilnius cooperation space. In total, the space has more than 230 workplaces, more than half of which are in private offices, as well as a modern conference hall with 150 seats. Radvilų Palace, Teacher's House, Lithuanian Technical Library, St. Catherine's Church and other cultural attractions, cafes, restaurants are located near the building. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 60 Block A basic information Total area 5,100 sq. m Leased area 4,000 sq. m Land area 0.49 ha (total area of the complex) Property market value at the end of 2024 EUR 8.9 million Occupancy at the end of 2024 91 percent (total complex occupancy) Block B basic information Total area 4,900 sq. m Leased area 2,900 sq. m Land area 0,49 ha (total area of the complex) Property market value at the end of 2024 EUR 9.4 million Occupancy at the end of 2024 91 percent (total complex occupancy) Address Palangos str. 4/ Vilniaus str. 33, Vilnius. Main tenants Talent Garden Vilnius, TransferGo, Telia LT, Uncle Sam's. Talent Garden Vilnius’ opened on 12 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/ INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 61 ŽYGIS BUSSINESS CENTRE AREA 3,300 SQ.M. Žygis business centre – the yellow brick, authentic nineteenth century architecture, renovated office building, perfectly adapted to modern office activities. The building stands in the Northern Town – in a strategically attractive, busy part of Vilnius, easily accessible by car and public transport. Other commercial and business centres, banks, the State Tax Inspectorate, Social Insurance, Employment Exchange, medical clinics and various business services companies, attracting large flows of people, are located nearby. Also, even four large shopping centres – Domus Gallery, Ogmios miestas, Hyper Rimi, Banginis -Senukai, are located near the business centre. Distance to the centre of Vilnius is about 3.5 km. 70 spots covered parking lot is installed next to the building. Basic information Total area 3,300 sq. m Leased area 2,900 sq. m Land area 0.4 ha Property market value at the end of 2024 EUR 4.0 million Occupancy at the end of 2024 76 percent Address Zygio str. 97A, Vilnius. Main tenants School “Žiniukas” BUILDING IN THE CENTRE OF VILNIUS, VILNIAUS STR. 37 AREA 2,000 SQ.M. The building is located in a prestigious part of Vilnius, in Old Town. It is one of the most important components of the city and its centre, located on the left bank of the Neris river. The property is positioned near Gediminas Avenue, which is considered the most prestigious street in Vilnius. The building’s environment is dominated by older buildings of city centre -specific architecture, with various commercial premises, hotels, numerous cafes, restaurants, and other attractions. Currently, the café which is located in the building is rented, however other premises of the building are not rented and a reconstruction project is in the process of being prepared for it. Once this project is implemented, the building will be adapted to commercial and catering activities. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 62 Basic information Total area 2,000 sq. m. Leased area 0 sq. m. Land area 0.1 6 ha Property market value at the end of 202 4 11.4 mln. EUR Occupancy at the end of 2024 0 1 Address: Vilniaus str. 37, Vilnius. BUILDING OF PRAMOGŲ BANKAS, A. STULGINSKIO STR. 8 AREA 4,100 SQ.M. The building is located 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 metres away from the commercially highly desirable 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 parking 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 the end of 2024 4.2 mln. EUR Occupancy at the end of 2024 75 percent Address: A.Stulginskio str. 8, Vilnius. 1 The building is being reconstructed. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 63 3.3.2. Real estate objects owned by group companies of INVL Baltic Real Estate in Riga (Latvia) Fig. 3.3.3. Real estate objects owned by group companies of INVL Baltic Real Estate in Riga (Latvia) DOMMO BUSINESS PARK WAREHOUSE AND MANUFACTURING LAND COMPLEX AREA 51 HA. The area is strategically well -located, to the right of Jelgava Road, in front of the intersection with Jurmala - Tallinn bypass. Distance to the centre of Riga and the airport is 13 km, the port - 16 km. The area is suitable for the development of logistics centres. Basic information Land area 51.80 ha Property market value at the end of 2024 EUR 4.7 million Address: Stūnyši, Olaines region. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 64 II. FINANCIAL INFORMATION AND SIGNIFICANT EVENTS 4. Overview of the Issuer and its group activity 4.1. COMMENT MADE BY INVL ASSET MANAGEMENT REAL ESTATE FUND MANAGER VYTAUTAS BAKŠINSKAS Last year has been extremely successful for the Company in achieving long-term operational results. INVL Baltic Real Estate’s consolidated net operating income from its own properties in 2024 amounted to 2.8 million euros or 14 per cent more than in 2023 (2.4 million euros). INVL Baltic Real Estate's consolidated income in 2024 comprised 4 million euros or 10 per cent more than in 2023 (3.6 million euros), the consolidated rental income from own property increased by 11 per cent to 2.5 million euros. The Group’s net profit in 2024 amounted to EUR 2.7 million, or 3.9 times more than in 2023. The value of assets managed increased by EUR 0.5 million over 2024, comprising EUR 42.6 million at the end of the year. The value of equity at the end of the year reached 25.25 million euros. The equity value per share was 3.17 euros and increased by 11.6 per cent (after assessing the dividends paid in 2024) during the year. Last year was a significant year for the development of Vilniaus g. 37 object – during the past year we have completed most of the arrangement and reconstruction works on the site, which we expect to be fully completed in early 2025. Most of the premises on the site have been rented. At the end of the year, we successfully completed the sale of part of our Latvian assets, with a positive impact on INVL Baltic Real Estate’s results amounting to EUR 1.7 million. We also continued the design work for the redevelopment of the building of Pramogų Bankas, obtaining a building permit at the end of August to carry out major renovation works on the building. We are continuing to work with the design team on the redesign and refurbishment of the site. We are delighted that Talent Garden Vilnius has managed to maintain excellent occupancy levels and steadily improve its financial performance for the fifth consecutive year. Thanks to the successful operation of Talent Garden Vilnius and other lease agreements signed in previous periods, in 2024, the net rental income of premises on Palangos g. 4 / Vilniaus g. 33, compared to 2023, increased by 13 per cent and amounted to 1.7 million euros. Together with the design company Viltekta, we have continued the design work for the planned reconstruction of the site, which is moving rapidly towards completion. In 2024, the premises managed by INVL Baltic Real Estate were characterised by a high occupancy rate and improving operating results. We are glad that our customers continue to remain loyal and trust INVL Baltic Real Estate as a reliable and long-term partner. In the coming years, we will continue to meet the expectations of our customers and increase the value for investors . 4.2. OPERATIONAL ENVIRONMENT In 2024, the Vilnius office market will be supplemented by about 40 thousand sq. m. of new commercial spaces. The Teltonika, Vestum, Sports 16/Premium, Yellowstone and Sand Offices projects were completed and are nearing completion. In 2024, new projects and phases of Konstitucijos 14A, Jasinskio 2, TechZity, Uptown Park and Business Garden were launched. All of them will offer around 80 thousand sq. m. of office space to businesses, and together with Hero and Business Garden Central will bring around 130 thousand sq. m. of new office space to the market in 2025. The main completed projects will be Sąvaržėlė, Hero and Business Stadium Central. Another 150 thousand sq. m. are in the early stages of development and are likely to be on the market in 2026 or later. A significant part of the planned commercial real estate projects are located in the Central Business District (CBD) of Vilnius. In 2024, the vacancy rate of Vilnius Class A business centres was around 6.5 per cent, Class B – approx. 9 per cent. Office rental prices have not changed significantly. In class A business centres, they reached EUR 16 – 20/sq. m., in B1 – EUR 12 – 16/sq. m., in B2 – approx. EUR 10/sq. m. In a tenant-dominated market, the latter could expect discounts or other better conditions during negotiations. The last few years have not been characterised by significant office development in Kaunas. In 2024, the construction of the business centre “Hermanas” in the Nemunaičiai quarter has started, where over 10 thousand sq. m. of office space will be offered. A larger amount of nearly 40 thousand sq. m. of office space will only be offered on the market in 2025 or later. In 2024, vacancy rates in newer, more attractive business centres have decreased. Meanwhile, older business centres can offer slightly larger office space. In class A business centres, vacancy rates are approx. 3 per cent, in B1 – approx. 5 per cent and in B2 – approx. 10 per cent. The low vacancy rates of more modern buildings provide an incentive for new office development and encourage owners of older buildings to consider refurbishment options. In class A business centres, rental prices are in the range of EUR 13 – 17/sq. m. , in B1 – EUR 10 – 14/sq. m. , in B2 – approx. EUR 8 – 9/sq. m. , but tenants, as in the capital city, have gained a bit more bargaining power. The development of new business centre projects in Klaipėda remains sluggish, although the opening of the Memelis City Business Centre and 2BYSA Business Park is expected in the coming years. The development of “Memelio miestas” is one of the most important new projects in the port city, which, together with other projects being developed closer to the city centre, is likely to attract the attention of more inhabitants and investors, and to ensure the further development of business space in the city. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 65 The passive development of business centres leads to a lower vacancy rate, which in mid-2024 was around 4 per cent in Class A business centres, 1 per cent – in B1 segment and around 10 per cent – in B2 class buildings. The projects currently under development will be a litmus test for testing the needs of Klaipėda’s businesses for new business centres. The limited supply of office space has led to some price increases. In 2024, the price of class A premises was around EUR 12/sq. m., B1 – EUR 9 – 11/sq. m., B2 – up to EUR 8/sq. m. Sources: https://www.colliers.com/en-lt/download-article?itemId=6ccd2c54-90d3-407a-ab35-bee42a81adec https://www.inreal.lt/file/2/8/5/9/Ekonomikos-ir-NT-rinkos-apzvalga-2024-I-pusmetis_INREAL_SEB_COBALT_Citynow.pdf 4.3. RESULTS OF INVL BALTIC REAL ESTATE EUR million Group Company 01.01.2022 – 31.12.2022 01.01.2023 – 31.12.2023 01.01.2024 – 31.12.2024 01.01.2022 – 31.12.2022 01.01.2023 – 31.12.2023 01.01.2024 – 31.12.2024 Income (revenue) 3.41 3.63 3.99 1.68 1.85 2.00 rental income from owned premises 1.92 2.22 2.46 1.66 1.84 1.99 other revenue 1.49 1.41 1.53 0.02 0.01 0.01 Investment property revaluation 3.98 (0.2) 2.45 3.16 (0.2) 0.7 Net operating income from owned properties 2.03 2.42 2.77 - - - Profit before tax 4.25 0.71 2.78 4.22 0.70 2.74 Net profit 4.22 0.70 2.74 4.22 0.70 2.74 Earnings per share EUR 0.52 EUR 0.09 EUR 0.34 EUR 0.52 EUR 0.09 EUR 0.34 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 2024 amounted to EUR 4 million or 10 percent more than in 2023 (EUR 3.6 million), while consolidated rental income from own property increased by 11 percent to EUR 2.5 million. 4.4. FINANCIAL RATIOS EUR million Group Company 2022 2023 2024 2022 2023 2024 Return on Equity (ROE), % 19.27 2.97 11.23 19.27 2.97 11.23 Return on Assets (ROA), % 11.73 1.67 6.09 11.79 1.76 6.46 Debt ratio 0.40 0.47 0.44 0.39 0.42 0.43 Debt – Equity ratio 0.66 0.90 0.80 0.65 0.73 0.75 Gearing ratio 0.33 0.42 0.37 0.35 0.38 0.38 Liquidity ratio 0.95 0.9 1.00 0.43 0.87 0.39 Pre-tax profit margin, % 124.41 19.75 69.56 251.13 37.76 136.74 Normalized operating profit, thousand EUR 1,313 1,584 1,828 745 969 1,149 Normalized operating profit margin, % 38.48 43.62 45.79 44.29 52.35 57.36 Borrowings to value of investment properties, % 35.2 44.3 39.89 - - - Interest coverage ratio 3.63 1.53 1.45 - - - Bank’s debt service coverage ratio 1.74 1.14 0.41 - - - Net profit margin, % 123.80 19.25 68.61 251.13 37.76 136.74 Earnings per share (EPS), EUR 0.52 0.09 0.34 0.52 0.09 0.34 Price to earnings ratio (P/E) 4.12 23.33 7.76 4.12 23.33 7.76 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 66 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/. 4.5. KEY FIGURES OF INVL BALTIC REAL ESTATE EUR million Group Company 31.12.2022 31.12.2023 31.12.2024 31.12.2022 31.12.2023 31.12.2024 Managed common area 28,100 sq. m 32,200 sq. m 19,300 sq. m 15,300 sq. m 15,300 sq. m 19,300 sq. m Managed rental area 22,850 sq. m 25,800 sq. m 12,700 sq. m 10,050 sq. m 10,050 sq. m 12,700 sq. m The real estate value 36.43 42.06 42.57 26.44 27.55 37.91 Investments into subsidiaries (including loans granted to subsidiaries) - - - 11.18 11.32 5.27 Cash 1.28 1.28 1.84 0.32 0.36 0.27 Other assets 1.31 1.22 0.94 0.88 1.45 0.69 Assets 39.02 44.56 45.35 38.82 40.68 44.14 Equity 23.54 23.52 25.25 23.54 23.52 25.25 Borrowings from credit institutions 12.82 18.64 15.94 12.82 14.94 15.94 Other payables 2.66 2.4 4.16 2.46 2.22 2,95 Total equity and liabilities 39.02 44.56 45.35 38.82 40.68 44.14 Total equity for one share EUR 2.92 EUR 2.92 EUR 3.17 - - - 4.6. NET ASSET VALUE OF INVL BALTIC REAL ESTATE The Net Asset Value (hereinafter - NAV) is calculated by deducting liabilities from the Company's assets, including Management Fee Liabilities and Success Fee Liabilities. This amount is used to calculate the value of the Company's share, which is equal to the Company's NAV divided by the number of shares issued and paid by the Company. The number of shares issued and paid does not include: 1.1. The shares acquired by the Company. 1.2. The Company's shares, which the Company acquires based on the submitted but not executed order, in connection with the redemption of shares, in respect of which a liability to purchase these shares has been recognized in the Company's financial statements in accordance with IAS requirements. The value of a share is determined to four decimal places and rounded according to mathematical rules. The Company's NAV is calculated and published on a quarterly basis, with the exceptions provided for in the Company's Articles of Association. Information about the Company's net asset value is updated every quarter: data for the first and third quarters are provided within a month of the end of the period, while half-year data is provided within two months and full-year data within four months of the end of the period. Date Net asset value per share, EUR Net asset value, EUR Recalculated net asset value per share, EUR Allocated dividends per share, EUR 30 11 2016 0.4203 27,633,382 2.1014 31 12 2016 0.4726 31,072,202 2.3629 31 03 2017 0.4781 31,431,866 2.3903 30 06 2017 0.4838 31,811,344 2.4191 0.06 30 09 2017 0.4924 32,374,388 2.4619 31 12 2017 0.5150 33,860,074 2.5749 31 03 2018 2.4984 32,853,366 2.4984 0.13 30 06 2018 2.5900 34,058,027 2.5900 30 09 2018 2.6147 34,382,903 2.6147 31 12 2018 2.6859 35,319,397 2.6859 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 67 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 * 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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 68 4.7.1. Significant Issuer’s events INVESTMENT ACTIVITY • During 2024, the Company has incurred costs of approximately EUR 5.1 million for additional reconstruction works at the Company's property located at Vilniaus str. 37, Vilnius. MANAGEMENT OF THE COMPANY • On 29 November 2024, a new wording of the Articles of Association of Company was registered in the Register of Legal Entities. The new wording of the Articles of Association was approved on 19 November 2024 during the General Shareholders Meeting. • On 30 April 2024 the General Ordinary Shareholders Meeting of the Company approved the participation of the Company in the reorganisation by means of a merger, during which the subsidiary AB Pramogų bankas, was merged to INVL Baltic Real Estate, which continues to operate after the reorganisation is completed and on 3 December 2024 AB Pramogų bankas has been removed from the Register of Legal Entities. INFORMATION RELATED TO THE ALLOCATION AND DISTRIBUTION OF DIVIDENDS • The General Shareholders' Meeting of INVL Baltic Real Estate, held on 30 April 2024, decided to allocate a dividend of EUR 0.09 per share for the year 2023. Dividends were paid to the shareholders who on 15 May 2024 were shareholders of the Company. The dividends were allocated from 30 May 2024. OTHER SIGNIFICANT EVENTS • Considering that the Company has formed and not realised the reserve for the purchase of own shares which is equal to EUR 2.5 million and considering the resolution of the General Shareholders Meeting of the Company held on 30 April 2024, the Management Company initiated the purchase of the Company‘s own ordinary registered EUR 1.45 nominal value shares. The acquisition was implemented through the market of official offer of Nasdaq Vilnius stock exchange. 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 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 INVESTMENT ACTIVITY • Last year on 8 October 2024, a real estate purchase and sale agreement was concluded with Bohnenkamp, SIA, legal entity code 40003506739. The agreement pertains to the sale of a 2.9 ha plot of land located at Franču iela 1, Stūnīši, Olaines pag., Olaines nov., LV-2127, Latvia, 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. 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 transaction of real estate in Latvia. All the conditions stipulated in the real estate purchase and sale agreement have been fulfilled. No significant another group events than are indicated above by the Issuer, were recorded during the reporting period. The Group companies carried on their normal activities. 5. Significant events of the Issuer and its group since the end of the financial year • On 31 January 2025 the Management company of the Company approved the updated version of the Prospectus and approved its publication. The Company publishes all publicly available information on the Nasdaq Vilnius website (link), on the Central Regulatory Information Base (link), as well as on the Company's website (For investors → Regulated information). Link: https://bre.invl.com/en/news/). 6. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts 6.1. Evaluation of implementation of goals for 2024 In 2024, INVL Baltic Real Estate succeeded in achieving its key goals - the successful restructuring of assets under management, which allowed to achieve extremely successful results and earn significant returns for the Company's shareholders. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 69 6.2. Activity plans and forecasts INVL Baltic Real Estate will continue to earn from investments in commercial real estate, ensuring the growth of rental income and cost optimisation. Features of the managed assets of INVL Baltic Real Estate make it reasonable to expect continuous growth in the value of assets. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 70 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, Company’s Articles of Association were amended once: • On 12 December 2024, the Company received permission from the Bank of Lithuania to change the Articles of Association of the Company. On 29 November 2024, a new wording of the Articles of Association of Company was registered in the Register of Legal Entities. The new wording of the Articles of Association was approved on 19 November 2024 during the General Shareholders’ Meeting. Currently actual wording of the Articles of Association of INVL Baltic Real Estate is dated as of 29 November 2024. The Articles of Association is available on the Company’s website (Section in the website For investors → Legal documents. Link: https://bre.invl.com/en/for-investors/legal-documents/) 8. Structure of the authorized capital 8.1. SHARE CAPITAL CHANGES Table 8.1.1. Structure of INVL Baltic Real Estate authorized capital as of 31 December 2023. 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 8,061,414 1.45 11,689,050.30 100 All shares are fully paid-up, and no restrictions apply on their transfer. 8.2. INFORMATION ABOUT THE ISSUER’S TREASURY SHARES 8.2.1. Share redemption In 2024 the Company carried out the procedure of buying out it’s own shares two times on the basis that the Company has formed and not realised the reserve for the purchase of own shares which is equal to EUR 2.5 million and considering the resolution of the General Shareholders Meeting of the Company 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. 8.2.2. Purchase of own shares The General Shareholders’ Meeting of the Company that was held on 12 April 2022 made decision to purchase its own shares. The period during which the Company may acquire its own shares - 18 months from the day of this resolution. The maximum one share acquisition price – the last announced net asset value per share, the minimal one share acquisition price – EUR 1.45. The General 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 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. Company initiated acquisitions of own shares in 2024 and their results are described in point 8.2.1 of the Management Report. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 71 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 8,061,414 Shares with voting rights, units 8,061,414 Number of votes for the quorum of the General Shareholders’ Meeting, units 7,953,934 Nominal value, EUR 1.45 Total nominal value, EUR 11,689,050,30 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 Šiaulių bankas, AB on 1 March 2016. Table 9.2. Trading in the Company’s shares on Nasdaq Vilnius Reporting period Price, EUR Turnover, EUR Last trading date Total turnover high low last high low last units EUR 2020 1st Q 3.88 2.80 3.34 22,598.62 62 11,780.96 31.03.2020 52,930 167,651.88 2020 2nd Q 3.84 1.89 1.90 35,325.84 478 1,263.46 30.06.2020 186,197 469,201.83 2020 3rd Q 2.14 1.82 2.08 32,519.47 27.9 11,526.96 30.09.2020 80,497 152,693.78 2020 4th Q 2.20 1.88 2.16 17,695.54 41.48 15,268.92 30.12.2020 150,755 302,313.21 2021 1st Q 2.32 2.18 2.24 308,35.24 100.7 657.98 31.03.2021 80,538 264,296.22 2021 2nd Q 2.47 2.22 2.34 28,996.17 23.4 386.8 30.06.2021 154,950 270,999.82 2021 3rd Q 2.42 2.24 2.31 13,509.77 2.31 2.31 30.09.2021 48,870 113,758.93 2021 4th Q 2.35 2.25 2.33 12,083.66 2.29 3,476.06 30.12.2021 25,208 57,815.25 2022 1st Q 2.35 1.63 2.31 9,345.03 2.27 2.31 31.03.2022 46,043 103,435.83 2022 2nd Q 2.38 2.10 2.16 11,676.14 18.24 2,242.08 30.06.2022 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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 72 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 Table 9.3. Trading in INVL Baltic Real Estate shares 2020 – 2024 2020 2021 2022 2023 2024 Share price, EUR: open 3.00 2.22 2.33 2.12 2.1 high 3.88 2.45 2.38 2.28 2.68 low 1.82 2.2 1.63 1.98 1.98 medium 2.32 2.28 2.20 2.13 2.22 last 2.16 2.33 2.14 2.10 2.64 Turnover, units 470,379 309,566 134,196 113,844 101,624 Turnover, EUR 1,091,860.70 706,870.22 295,269.81 242,785.61 225,968.92 Traded volume, units 2,691 2,451 1,971 1,426 1,388 Table 9.4. Capitalisation 2020 - 2024 Last trading date Number of shares having voting rights, units Last price, EUR Capitalisation, EUR 31.03.2020 13,150,000 3.34 43,921,000 30.06.2020 13,150,000 1.90 24,985,000 30.09.2020 13,150,000 2.08 27,352,000 30.12.2020 13,049,569 2.16 28,187,069 31.03.2021 8,061,414 2.24 18,057,567.36 30.06.2021 8,061,414 2.34 18,863,708.76 30.09.2021 8,061,414 2.31 18,621,866.34 30.12.2021 8,061,414 2.33 18,783,094.62 31.03.2022 8,061,414 2.31 18,621,866.3 30.06.2022 8,061,414 2.16 17,412,654.2 30.09.2022 8,061,414 2.10 16,928,969.4 30.12.2022 8,061,414 2.14 17,251,426 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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 73 30.12.2024 7,953,934 2.64 20,998,385.8 Fig. 9.1. INVL Baltic Real Estate change of share price and indexes 2 (resource: Nasdaq Baltic, Baltic market indexes) Fig. 9.2. Change of share price of INVL Baltic Real Estate and turnover 2 The OMX Baltic Benchmark index (OMXBB – PI, GI, CAP) tracks the largest and most traded shares from all the industry sectors represented on the Nasdaq Baltic Market. The OMX Baltic Real Estate GI index is available at the Baltic level. Based on the FTSE Group’s Industry Classification Benchmark (ICB), each shows the trend in a specific industry and enables the comparison of companies in that industry. Indexes for each ICB industry and super sector are calculated in euros for the stocks on the Main and Secondary lists of the Nasdaq Baltic exchanges. is based on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE). 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 0 10,000 20,000 30,000 40,000 50,000 60,000 02/01/2020 23/02/2020 15/04/2020 06/06/2020 28/07/2020 18/09/2020 09/11/2020 31/12/2020 21/02/2021 14/04/2021 05/06/2021 27/07/2021 17/09/2021 08/11/2021 30/12/2021 20/02/2022 13/04/2022 04/06/2022 26/07/2022 16/09/2022 07/11/2022 29/12/2022 19/02/2023 12/04/2023 03/06/2023 25/07/2023 15/09/2023 06/11/2023 28/12/2023 18/02/2024 10/04/2024 01/06/2024 23/07/2024 13/09/2024 04/11/2024 26/12/2024 Turnover (EUR) Share price (EUR) INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 74 10. Shareholders 10.1. INFORMATION ABOUT COMPANY‘S SHAREHOLDERS The total number of shareholders in INVL Baltic Real Estate was 3,898 on 31 December 2024. There are no shareholders entitled to special rights of control. Table 10.1.1. Shareholders who held title to more than 5% of INVL Baltic Real Estate authorised capital and/or votes as of 31 December 2024. Name of the shareholder or Company Number of shares held by the right of ownership, units Share of the authorised capital held and share of votes given by the shares held by the right of ownership, % Indirectly held votes, % Total votes, % LJB property, UAB, code 300822529 1,251,695 15.53 0 15.53 Alvydas Banys 663,640 8.23 15.53 3 23.76 Irena Ona Mišeikienė 1,308,596 16.23 0 16.23 Invalda INVL, AB, code 121304349, 1,899,123 23.43 0 23.43 Ilona Šulnienė 664,710 8.25 0 8.25 10.1.2. Fig. Votes as of 31 December 2023 10.2. RIGHTS AND OBLIGATIONS CARRIED BY THE SHARES 10.2.1. Rights of the shareholders The Company’s shareholders have the following property and non-property rights: 1. to receive a part of the Company's profit (dividend). 2. to receive the Company’s funds when the authorised capital of the Company is reduced with a view to paying out the Company’s funds to the shareholders. 3. to receive a part of assets of the Company in liquidation. 3 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. Other shareholders 28.33% LJB property, UAB 15.53% Irena Ona Mišeikienė 16.23% Invalda INVL, AB 23.43% Alvydas Banys 8.23% Ilona Šulnienė 8.25% INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 75 4. to receive shares without payment if the authorised capital is increased out of the Company funds, except in cases provided by the laws of the Republic of Lithuania. 5. to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in cases when the General Shareholders’ Meeting in the manner prescribed in the Law on Companies of the Republic of Lithuania decides to withdraw the pre-emption right in acquiring the Company’s newly issued shares or convertible debentures for all the shareholders. 6. to lend to the Company in the manner prescribed by law; however, when borrowing from its shareholders, the Company may not pledge its assets to the shareholders. When the Company borrows from a shareholder, the interest may not be higher than the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business, which was in effect on the day of conclusion of the loan agreement. In such a case the Company and shareholders shall be prohibited from negotiating a higher interest rate. 7. to receive a share of the assets of the Company in liquidation; 8. other property rights provided by laws. 9. to attend the General Shareholders’ Meetings. 10. to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of Shareholders. 11. to vote at the General Shareholders’ Meetings according to voting rights carried by their shares. 12. to receive information on the Company specified in the Law on Companies of the Republic of Lithuania. 13. 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. 14. 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. 15. other non-property rights established by laws and the Company’s Articles of Association. 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 days from the conclusion of the transaction. The notice shall indicate the number of acquired or transferred shares, including share number per class, when the different share class is acquired, the nominal share price and the particulars of the person who acquired or transferred the shares (the natural person's full name, personal number, personal code, and address; the name, legal form it has taken, registration number, address of the registered office of the legal person.). A document confirming the acquisition of the shares, or an acquisition extract must be added to the notice. If an acquisition extract is provided, it must include the parties to the transaction, the subject of the transaction and the date of acquisition of the shares. Contracts between the Company and holder of all its share shall be executed in a simple written form unless the Civil Code of the Republic of Lithuania prescribes the mandatory notarised form. A shareholder shall repay the Company any dividend paid out in violation of the mandatory norms of the Law on Companies, if the Company proves that the shareholder knew or should have known thereof. Each shareholder shall be entitled to authorise a natural or legal person to represent him when maintaining contacts with the Company and other persons. 11. Dividends The General Shareholders’ Meeting decides upon dividend payment and sets the amount of dividends. The Company pays out the dividends within 1 month after the day of adoption of the resolution on profit distribution. Persons have the right to receive dividends if they were shareholders of the Company at the end of the tenth working day after the day of the General Shareholders’ Meeting which issued the resolution to pay dividends. The General Shareholders’ Meeting of the Company held on 9 April 2020 approved the new wording of the Dividend payment policy which stipulates the yearly payment of dividends per share of no less than EUR 0.09 (when the nominal value per share is EUR 1.45). It is noted that in accordance with the provisions of the dividend payment policy, the Company may allocate both lower and higher dividends per share than it is expected in the policy. According to the Lithuanian Law on Personal Income Tax 15 % tax is applied to the dividends since 2014, and according to the Law on Corporate Income Tax 16% tax is applied to the dividends since 2025. The Company is responsible for calculation, withdrawn and transfer (to the benefit of the State) of applicable taxes 4 . On 30 April 2024, the General Shareholders’ Meeting of INVL Baltic Real Estate decided to allocate EUR 0.09 dividend per share. 4 This information should not be treated as a tax consultation. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 76 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 3 May 2024 were shareholders of the Company. The Company started to allocate dividends for the year 2023 from 30 May 2024. 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 2020 2021 2022 2023 2024 Net Asset Value per share, EUR 2.21 2.52 2.92 2.92 3.17 Price to book value (P/Bv) 0.98 0.93 0.73 0.72 0.83 Dividend yield 71.80 5.20 5.61 4.29 3.41 Dividends/ Net profit 3.76 0,28 0.23 1.04 0.27 * 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 INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 77 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 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. 12.1. fig. Structure of the Management of the Company. Detailed information on the structure of the management of the Company before the CEF license was granted is published in the consolidated annual report for the year 2016 of INVL Baltic Real Estate. The report is published on the Company's website section For Investors. 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; • 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; INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 78 • 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 [email protected]. 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 [email protected]) 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 [email protected]. All answers related to the agenda of the General Shareholders’ Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General Shareholders’ Meeting or simultaneously to all shareholders of the Company prior to the General Shareholders’ Meeting. The Company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the Company's confidential information or commercial secrets. The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity. A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the Meeting. The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in a general ballot paper. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person's rights are limited by the power of attorney or by the law. The authorized persons must have the document confirming their personal identity and power of attorney approved in the manner specified by law which must be submitted to the Company no later than before the commencement of registration for the Meeting. The Company does not establish special form of the power of attorney. A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The persons with whom shareholders concluded the agreements on the disposal of voting right, also have the right to attend and vote at the Meeting. 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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 79 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 [email protected] not later than on the last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to the Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be possible to download software to verify an electronic signature of the shareholder free of charge. Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is presented at the Company's webpage www.invlbalticrealestate.com section For Investors. If shareholder requests, the Company shall send the general voting bulletin to the requesting shareholder by registered mail or shall deliver it in person against signature no later than 10 days prior to the General Shareholders’ Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General Shareholders’ Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior the Meeting. For the convenience of the shareholders of INVL Baltic Real Estate, the Company provides notifications about convocation of General Shareholders’ Meeting, draft resolutions as well as general voting bulletins and resolutions adopted in the Meetings on the Company‘s website section For Investors (Shareholders' Meetings). There were 4 (four) General Shareholders’ Meeting of INVL Baltic Real Estate during the 2024. On 30 April 2024, during the General Ordinary Shareholders’ Meeting of the Company, the shareholders of the Company were introduced with (i) the Company‘s consolidated annual report for 2023; (ii) the independent auditor’s report on the financial statements and consolidated annual report of the Company; (iii) the Company‘s Investment Committee‘s recommendation on the draft of the profit (loss) distribution (including the formation of the reserve), participation of the Company in the reorganisation and the draft of the remuneration report; (iv) the Company‘s Management Company‘s statement on the share purchase price and (v) the report of the Audit Committee of the Company. The shareholders of the Company also decided on: (i) the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2023; (ii) approval of the consolidated and stand-alone financial statements for 2023 of the Company; (iii) distribution of profit of the Company; (iv) purchase of own shares of the Company and (v) the approval of participation of the Company in the reorganisation and preparation of the terms of reorganisation; (vi) the determination of the remuneration of the Audit Committee members of the Company; (vii) the Report of the Audit Committee of the Company On 23 August 2024 during the General Extraordinary Shareholder’s Meeting of the Company, the Shareholders of the Company decided on the amending of the decision of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate of 30 April 2024 on the approval of participation of the Company in the reorganisation and preparation of the terms of reorganisation. On 21 October 2024 during the General Extraordinary Shareholder’s Meeting of the Company, the Shareholders of the Company decided on the election of an auditor to carry out the audit of the annual financial statements and setting conditions of payment for audit services. On 19 November 2024 during the General Extraordinary Shareholders meeting, the shareholders of the Company were introduced with the recommendation of INVL Baltic Real Estate investment committee regarding the new wording of the Articles of Association. The shareholders of the Company also decided on: (i) INVL Baltic Real Estate participation in the reorganisation; (ii) the approval of the terms and conditions of the reorganisation of INVL Baltic Real Estate and Pramogų bankas, AB; (iii) the approval of the new version of the INVL Baltic Real Estate Articles of Association. 12.2. MANAGEMENT COMPANY, THE INVESTMENT COMMITTEE Since the Central Bank of the Republic of Lithuania granted the license of closed-ended type investment company to INVL Baltic Real Estate, the management of the Company has been transferred to the Management Company, therefore, following the Law of the Republic of Lithuania on Collective Investment Undertakings, and the rights and duties of the Board and the head of the Company, as set in the Law of the Republic of Lithuania on Companies, have been transferred to the Management Company. The Management Company is responsible for convocation and organisation of the General Shareholders’ Meeting of the Company, giving notices about publicly not disclosed information under the procedure set by legal acts, organisation of activities of the Company, proper management of information about activities of the Company and performance of other functions assigned to the Management Company. The Management Company has the right: • to perform all actions of management bodies of the Company and other actions assigned to the competence of the Management Company according to effective legal acts and/or defined in the Articles of Association. • to get the Management Fee and the Performance Fee, as they are defined in the Articles of Association. • to conduct and perform transactions in connection with management of the assets of the Company at the expense and in the interests of the Company. • 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 80 • 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 currently valid Management agreement between the Management Company and INVL Baltic Real Estate was signed on 5 January 2018, the wording of the Management agreement was approved during the General Shareholders’ Meeting held on 29 December 2017. The Management Company can be replaced by a decision of the General Shareholders’ Meeting of the Company. The Management Company can be replaced by a decision of the General Shareholders’ Meeting in cases mentioned below: • the Management Company is liquidated. • the Management Company undergoes restructuring. • bankruptcy proceedings are initiated against the Management Company. • the Supervisory Authority takes a decision to restrict or cancel the rights provided for in the license of the Management Company related to management of investment companies. • the Management Company commits a material breach of the agreement, Articles of Association or legal acts; • in other circumstances in compliance with applicable legislation. The Management Company could be replaced after receipt of a prior permission of the Bank of Lithuania. The Management Company ensuring the management of INVL Baltic Real Estate has the General manager, the Board of the Company and the Investment Committee, formed by the decision of the Board. The General Manager of the Management Company (from 1 December 2024 until 6 January 2025) was Paulius Žurauskas. From 7 January 2024 the interim General Manager of the Management Company is Audrius Matikiūnas. 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 81 For the sake of efficiency of the Company’s activities and control over its investments, an Investment Committee is being formed by a decision of the Board of the Management Company. The Investment Committee of the Management Company is the collegial investment and management decision-making body responsible for adopting decisions regarding the management of the managed company’s assets and representing and protecting the managed company’s interests. According to Company’s Articles of Association Investment Committee shall consist of maximum 3 (three) members, representatives of the Management Company (employees, members of management bodies of the Management Company, other persons appointed by a decision of the Board of the Management Company) shall be appointed to their positions. Members of the Investment Committee shall be appointed by a decision of the Management Company. Members of the Investment Committee shall be appointed and removed from office by the Board of the Management Company. An approval of the Investment Committee must be obtained for all investments of the Company and for their sale. The procedure of formation, responsibilities, functions of the Investment Committee, decision-making procedure and other procedures of the Investment Committee is set in the Regulations of the Investment Committee of INVL Baltic Real Estate. During the reporting period 51 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. Until 6 January 2024 the General Manager of the Management Company was Paulius Žurauskas. From 7 January 2025 the interim General Manager of the Management Company is Audrius Matikiūnas. On 6 January 2025 the Management Company received approval for the candidature of Audrius Matikiūnas for the interim General Manager of the Management Company from the Bank of Lithuania. Darius Šulnis (the chairman), Nerijus Drobavičius and Vytautas Plunksnis are members of the Board of the Management Company since 19 January 2015. On 29 April 2024 the Management Company, by the approval of the Bank of Lithuania, appointed Asta Jovaišienė to the Board of the Management Company from 30 April 2024 by the decision of the sole shareholder of the Management Company. Asta Jovaišienė replaced the Management Company’s board member Nerijus Drobavičius. From 30 April 2024 Darius Šulnis (the chairman), Vytautas Plunksnis and Asta Jovaišienė are members of the Board of the Management Company. Currently there are 2 (two) 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 Duke University (USA). Business Administration. Global Executive MBA. Vilnius University. Faculty of Economics. Master’s degree in accounting and Audit. Financial broker‘s license (General) No. A109. Work experience 2015 – 2017 General manager of INVL Asset Management, UAB 2006 – 2011 Invalda, AB – CEO 2011 – 2013 Invalda, AB – Advisor Since May 2013 Invalda INVL, AB – President 2002 – 2006 Invalda Real Estate, UAB (current name Inreal Valdymas) – Director 1994 – 2002 FBC Finasta, AB – Director Owned number of shares in INVL Baltic Real Estate - INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 82 Participation in other companies Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – CEO Šiaulių bankas, AB (code 112025254, Tilžės str. 149, Šiauliai) – Member of the Supervisory Board Litagra, UAB (code 304564478, Savanorių ave. 173, Vilnius) – Member of the Board FERN Group UAB (code 306110392, Granito str. 3-101, Vilnius) – Chairman of the Supervisory Board Galinta, UAB (code 134568135, Veiverių str. 51C, Kaunas) – Member of the Board INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed funds’ INVL Baltic Sea Growth Fund and INVL Private Equity Fund II – Investment Committee Member, Managing partner Nerijus Drobavičius – Member of the Board until 30 April 2024 Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) Private Equity Partner Educational background and qualifications Vytautas Magnus University, Bachelor‘s degree in Business management. Vytautas Magnus University, Master's degree in banking and finance. Work experience From August 2018 – Private Equity Partner of INVL Asset Management, UAB Since 2015 till August 2018 Head of Finance unit of INVL Asset Management, UAB Since 2014 works at Invalda INVL, AB group 2012 – 2014 Independent financial expert 2007 – 2011 CFO in Sanitas Group 2001 – 2007 Sampo Bank. Head of Accounting and Reporting unit, later – CFO of the bank Owned number of shares in INVL Baltic Real Estate 8,000 units of shares Participation in other companies INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed funds’ INVL Baltic Sea Growth Fund and INVL Private Equity Fund II – Investment Committee Member INVL Technology, CEF (code 300893533, Gynėjų str. 14, Vilnius) – Member of the Investment Committee BSGF Sanus, UAB (code 304924481, Gynėjų str. 14, Vilnius) – Director InMedica, UAB (codas 300011170, L. Asanavičiūtės str. 20-201, Vilnius) – The Chairman of the Board until 5 March 2025 MBL A/S (CVR-no 12825242, Glarmestervej 18, st. Silkeborg 8600 Denmark) – Member of the Board MBL Poland Sp. z.o.o. (ul. Sulejowskiej 45d, 97-300 Piotrków Trybunalski, Polska, KRS 0000065219) – Member of the Supervisory Board Reneso, UAB (code 302941941, Gynėjų str. 14, Vilnius) – Director Sugrasta, MB (code 305287386, Pranapolio str. 11, Vilnius) – Director Eglės sanatorija, UAB (code 152038626, Eglės str. 1, Druskininkai) – the Chairman of the Board BSGF Salt Invest, CEF (code 306193648, Gynėjų g. 14, Vilnius) – Manager BSGF Salt, UAB (code 306193153, Gynėjų str. 14, Vilnius) – Director MiniVetHolding, UAB (code 306127331, Gynėjų g. 14, Vilnius) – Member of the Board Bališkių individualių gyvenamųjų namų statybos bendrija (code 300027032, Pranapolio str. 11, Vilnius) – Chairman INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 83 Asta Jovaišienė – Member of the Board from 30 April 2024 Main workplace – FMI “INVL Financial Advisors”, UAB (code 304049332, Gynėjų str. 14, Vilnius) – Head of the Family Office, Member of the Board Educational background and qualifications Vilnius University, Bachelor’s degree in Economics (Economist qualification) Vilnius University, Master’s degree in Economics (Economist qualification) Work experience 2013 – 2015 – Finasta bank, AB – Head of Wealth Department, Manager of Wealth 2011 – 2015 – Finasta bank, AB – Manager of Wealth 2006 – 2011 – FMI Finasta, AB (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 IPAS INVL Asset Management (code 40003605043, Elizabetes iela 10B-1, Riga, Latvia) – Member of the Supervisory Board AS INVL atklātajs pensiju fonds (code 40003377918, Elizabetes iela 10B-1, Riga, Latvia) – Member of the Supervisory Board Lithuanian Association of Family Asset Managers (code 306720940, Palangos str. 4-101, Vilnius) - Chairman of the Board Vytautas Plunksnis – Member of the Board Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) Head of Private Equity Educational background and qualifications Kaunas University of Technology, Bachelor‘s degree in Management. Financial broker‘s licence (General) No. G091. Work experience Since 2016 - INVL Asset Management, UAB, Head of Private Equity 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 funds’ INVL Baltic Sea Growth Fund and INVL Private Equity Fund II – Investment Committee Member and fund’s INVL BSGF Co-Invest Fund II manager INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 84 Eco Baltia AS (code 40103435432, Latgales str. 240-3, Ryga, Latvia) – Chairman of the Supervisory Board Eco Baltic vide, SIA (code 40003309841, Ropažu nov., Stopiņu pag., Rumbula, Getliņu iela 5) – Member of the Supervisory Board Ecoservice, UAB (code 123044722, Dunojaus str. 29, Vilnius) – Chairman of the Board B2Y, SIA (code 40103243404, Latgales str. 322A, Rīga) – Chairman of the Board Metal-Plast Sp. z o.o. (code 0001007622, 58-160 Świebodzice, ul. Ciernie 157B, Poland) – 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 BC Moldova-Agroindbank SA (MAIB) (code 1002600003778, 31 August 1989 str., 127 MD 2012, Chisinau, Moldova) – Chairman of the Supervisory Board Association “Investuotoju Asociacija” (code 302351517, Konstitucijos av. 23, Vilnius) – Chairman of the Board Paulius Žurauskas – General Manager of the Management Company until 6 January 2025 Educational background and qualifications Vilnius University, Master’s degree in Banking (Economist qualification), Faculty of Economics Work experience 2019 – 2023 Luminor Bank AS Lithuanian branch – Head of Markets in the Baltics 2012 – 2014 AB SEB Banka – Head of Markets 2005 – 2019 SEB Bankas, AB – dealer, Head of sales department of financial instruments, Head of the capital markets department in the Baltics 2004 – 2005 FMI Finasta, AB – Financial broker Participation in other companies - Audrius Matikiūnas – Interim General Manager of the Management Company from 7 January 2025 Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) – Head of Business Development unit Educational background and qualifications Vilnius Mykolo Romerio university, Master’s degree in Law Work experience Since December 2024 – open-end investment fund for informed investors INVL Bridge Finance – Investment committee member Since December 2023 – INVL Asset Management, UAB – Head of Business Development unit Since October 2023 – INVL Asset Management, UAB – Member of the Investment Committee of Feeder and Funds of Funds 2021 – 2024 – Association of Lithuanian Investment Managers – Member of the Board 2018 – 2024 – Mundus, UAB, asset management company – Member of the Board 2023 – 2024 – SB Asset Management, UAB – Member of the Investment Committee INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 85 2022 – 2023 – INVL Asset Management, UAB – Chairman of the Investment Committee of Managed Mutual and Pension Funds 2022 – 2024 – Lithuanian Private Equity & Venture Capital Association – Member of the Board 2021 – 2023 – special closed-ended type private capital investment company INVL Technology – Member of the Supervisory Board 2021 – 2022 – special closed-end real estate investment company INVL Baltic Real Estate – Member of the Supervisory Board 2021 – 2023 – INVL Asset Management, UAB – Head of the Alternative Investment Screening Team 2020 – 2022 – INVL Sustainable Timberland and Farmland Fund II – Capital Fund, the Sub- Fund of the INVL Alternative Assets Umbrella Fund, a closed-ended composite investment fund for informed investors managed by INVL Asset Management, UAB – Manager 2018 – 2022 – INVL Baltic Sea Growth Capital Fund, the Sub-Fund of the INVL Alternative Assets Umbrella Fund, a closed-ended composite investment fund for informed investors managed by INVL Asset Management, UAB – Manager 2017 – 2022 – Partner Energy and Infrastructure Fund, the Sub-Fund of the INVL Alternative Assets Umbrella Fund II, a closed-ended composite investment fund for informed investors managed by INVL Asset Management, UAB – Manager 2019 – 2021 – Informacinio verslo paslaugų įmonė, UAB – Member of the Board 2012 – 2016 – SEB bankas, AB – Compliance officer 2010 – 2012 – AB bank Finasta – Lawyer 2007 – 2010 – SEB bankas, AB – Lawyer Owned number of shares in INVL Baltic Real Estate - Participation in other companies - Vytautas Bakšinskas – Member of the Investment Committee Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) Real estate fund manager Work experience Since 2 January 2017 – Real Estate Fund Manager at INVL Asset Management 2016 – 31.12.2016 – director at Dizaino institutas, UAB 2016 – 31.12.2016 – director at Variagis, UAB 2014 – 31.12.2016 – director at Riešės investicija, UAB 2013 – 31.12.2016 – director at Dipolio valda, UAB 2013 – 31.12.2016 – director at Tripolio valda, UAB 2013 – 31.12.2016 – director at Paralelių valda, UAB 2013 – 31.12.2016 – director at Etanija, UAB 2012 – 31.12.2016 – director at Justiniškių valda, UAB 2011 – 31.12.2016- – head of Lease department at Inreal valdymas, UAB 2015-06 – 2016-01 – director at Elniakampio namai, UAB 2014-03 – 2016-06 – director at Akvilas, UAB 2014-03 – 2015-07 – director at Aikstentis, UAB 2014-03 – 2015-07 – director at Trakų kelias, UAB 2013-01 – 2013-02 – project manager at Naujoji švara, UAB 2010-04 – 2013-02 – project manager at Sago, UAB 2008-11 – 2011-08 – project manager at Inreal valdymas, UAB 2007-01 – 2009-10 – assistant project manager at Inreal valdymas, UAB INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 86 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 Pramogų bankas, AB (code 300044665, A. Stulginskio str. 8, Vilnius) – Director, Chairman of the Board until 2024 December 3 Andrius Daukšas – Member of the Investment Committee Main workplace – INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) Investment manager Educational background and qualifications Master's degree in banking at the Faculty of Economics of Vilnius University. Financial broker's license (general) No. G311. Work experience Since 22 December 2016 – Investment Manager at INVL Asset Management 3 January 2016 – 21 December 2016 – deputy director at INVL Baltic Real Estate December 2014 - January 2016 – director at INVL Baltic Real Estate March 2010 – 21 December 2016 - investment manager at Invalda INVL 2008-2010 - director of the Treasury Department of the bank Finasta 2004-2008 - an accountant, later - the department manager of securities accounting at FBC Finasta Owned number of shares in INVL Baltic Real Estate 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 Pramogų bankas, AB (code 300044665, A. Stulginskio str. 8, Vilnius) – Member of the Board until 2024 December 3 14. Information about the Audit Committee of the company The Audit Committee consists of 2 (two) independent members. The members of the Audit Committee are elected by the decision of the General Shareholders’ Meeting. The members of the Audit Committee are proposed by the Management Company and the shareholders of the company. The Audit Committee is elected for a four-year term of office. The main functions of the Audit Committee are the following: Obligations of the Audit committee: • to monitor the financial reporting process of the Company and submit recommendations on ensuring the liability of it; • to monitor if the Management Company properly response to the audit firm‘s recommendations and comments; • to monitor the effectiveness of Company’s internal quality control and risk management systems, having impact on Company’s financial statement, and internal audit, without prejudice to the independence of the internal audit; • to provide opinion regarding the transactions with Company related party, according to the clause 37(2), parts 1 and 5 of the Law on Companies, provide evaluation regarding transactions, indicated in clause 37 (2), parts 11 and 12 of the Law on Companies, and perform other duties, if any, according to the procedures and conditions, approved by the Management Company of the Company, which shall be prepared by the Management Company, according to the clause 37(2), part 11 of the Law on Companies; • to review and monitor the independence of auditors and auditors companies seeking to avoid conflict of interests; • to submit recommendations to the General Meeting of Shareholders related to selection, appointment, repeated appointment and revocation of external audit company and terms of agreement with external audit company; • to monitor the process of external audit. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 87 14.1. PROCEDURE OF WORK OF THE AUDIT COMMITTEE The Audit Committee informs about its activities to the Company's Ordinary General Shareholders’ Meeting by submitting a written report. The Audit Committee is a collegial body, taking decisions during meetings. The Audit Committee may take decisions and its meeting should be considered valid when both members of the Committee participate in it. The decision should be passed when both members of the Audit Committee vote for it. The member of the Audit Committee may express his will – for or against the decision in question, with the draft of which he is familiar with – by voting in advance in writing. Voting in writing should be considered equal to voting by telecommunication end devices, provided text protection is ensured and it is possible to identify the signature. The right of initiative of convoking the meetings of the Audit Committee is held by both members of the Audit Committee. The other member of the Audit Committee should be informed about the convoked meeting, questions that will be discussed there and the suggested drafts of decisions not later than 3 (three) business days in advance in writing (by e-mail or fax). The meetings of the Audit Committee should not be formed as a written protocol, if the taken decisions are signed by both members of the Committee. When both Audit Committee members vote in writing, the decision should be written down and signed by the secretary of the Audit Committee who should be appointed by the Management Company. The decision should be written down and signed within 7 (seven) days from the day of the meeting of the Audit Committee. The Audit Committee should have the right to invite the head of the Management Company, member(s) of the Board, the chief financier, employees responsible for finance, accounting, and treasury issues of the managed Company as well as external auditors of the Company to its meetings. Members of the Audit Committee may receive remuneration for their work in the committee. The remuneration for the Audit Committee members is approved by the General Shareholders’ Meeting fixing the maximum hourly rate. The Company's Audit Committee is guided by the Regulations of the Audit Committee (hereinafter referred to as the Regulations) approved by the General Shareholders’ Meeting of the Company held on 18 April 2023. The Regulations are published on the Company's website in the section For Investors. 14.2. MEMBERS OF THE AUDIT COMMITTEE During the General Shareholders’ Meeting of the Company held on 29 April 2021 Tomas Bubinas and Dangutė Pranckėnienė, partner and auditor of Moore Stephens Vilnius, UAB were elected for the Audit Committee of the Company for the 4 (four) years of office term. Both members of the Audit Committee are independent, having submitted a notice certifying their independence. Tomas Bubinas – Independent Member of the Audit Committee The term of office Since 2021 till 2025 Educational background and qualifications 2004 - 2005 Baltic Management Institute (BMI), Executive MBA 1997 - 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member 1997 Lithuanian Sworn Registered Auditor 1988 - 1993 Vilnius University, Msc. in Economics Work experience 2013 - 2022 Chief Operating Officer at Biotechpharma, UAB 2010 - 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA) 2004 - 2010 CFO for Baltic countries, Teva Pharmaceuticals 2001 - 2004 m. CFO, Sicor Biotech 1999 - 2001 Senior Manager, PricewaterhouseCoopers 1994 - 1999 Senior Auditor, Manager, Coopers & Lybrand Owned number of shares in INVL Baltic Real Estate - INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 88 Dangutė Pranckėnienė – Independent Member of the Audit Committee The term of office Since 2021 till 2025 Educational background and qualifications 1995 - 1996 Vilnius Gediminas Technical University, Master of Business Administration. 1976 - 1981 Vilnius University, Master of Economics. The International Coach Union (ICU), professional coucher name, license No. E-51. Lithuanian Ministry of Finance, the auditor's name, license No. 000345. Work experience Since 1997 the Partner at Moore Mackonis, UAB (previous name Moore Stephens Vilnius and Verslo auditas) 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 - 15. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets transferred and guarantees granted to the Company’s bodies and company providing accounting services After the Bank of Lithuania issued the closed-ended type investment company operating license for INVL Baltic Real Estate on 22 December 2016, the rights and duties of the Board and the head of the Company are implemented by the Management Company INVL Asset Management. The management fee payable to the Management Company (hereinafter – Management Fee) is the remuneration for management of the assets of the Company, which shall be payable for each quarter of a calendar year. By the decision of the General Shareholders’ Meeting of the Company held on 29 December 2017, the Management Fee was reduced from 1.5% to 1.0%, the Management Fee for a calendar year shall be 0.25% for the quarter of the year of the weighted average capitalization of the Company. The Performance Fee shall be additionally paid to the Management Company under the procedure set in the Articles of Association. During the reporting period the Management fee payable to the Management Company was EUR 173 thousand and EUR zero success fee payable (in 2023 EUR 172 thousand and EUR zero success fee payable, 2022 EUR 176 thousand and EUR zero success fee payable, in 2021 EUR 209 thousand and EUR 1,516 thousand success fee payable, in 2020 the Management fee to the Management Company amounted to EUR 315 thousand and EUR 1,382 thousand success fee payable). 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 Consolidated Annual Management Report for 2024. As the Company does not have any employees, in the Appendix No. 5 the Company discloses the remuneration of the General Manager of the Management Company, members of Board of the Management Company and members of the UTIB Investment Committee appointed by the Management Company (hereinafter - the Management). The remunerations of the General Manager and Board members of the Management Company are calculated on the basis of the proportion of the Management Company‘s management income (including management and success fee revenues) received from the Company within the total income of the Management Company. The remunerations of the members of the Investment Committee of the Company are calculated in accordance with the part of the time actually allocated to the Company's management (for more details see Appendix 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 2,580 of dividends, net of tax. There were no assets transferred, no guarantees granted, no bonuses paid and no special payouts made by the Company to its managing bodies. The managing bodies were not granted with bonuses by other companies of INVL Baltic Real Estate group. During the reporting period INVL Baltic Real Estate Group and the Company for the company providing accounting services respectively paid EUR 41 thousand and EUR 24 thousand during the reporting period (in 2023 respectively EUR 41 thousand and EUR 24 thousand, 2022 respectively EUR 43 thousand and EUR 25 thousand, in 2021 respectively EUR 25 thousand and EUR 13 thousand, in 2020 - EUR 15 thousand and EUR 7 thousand during the reporting period). INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 89 Invalda INVL, AB and INVL Asset Management, UAB provided accounting services and preparation of the documents related with bookkeeping for INVL Baltic Real Estate according to an accounting services agreement until 1 December 2024. From 1 December 2024 these services are provided to the Company by INVL Farmland Management, UAB according to the services agreement No. 20241231/01. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 90 V. OTHER INFORMATION 16. Agreements with intermediaries on public trading in securities INVL Baltic Real Estate has signed these agreements with the following intermediaries: • AB Siauliu bankas (Seimyniskiu str. 1A, Vilnius, Lithuania. tel. +370 5 203 2233) – the agreement on management of securities accounting, the market maker services agreement and service agreement on the payment of dividends. • AB SEB bankas (Gedimino pr. 12, Vilnius, Lithuania tel. +370 5 268 2800) – agreement on depository services. 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 covering all aspects of the risk factors associated with public company's INVL Baltic Real Estate activity and securities. There are only basic risks and their descriptions provided in this report. Detailed descriptions of the risks are published on the Company's website. 18.1. GENERAL RISK FACTORS IN THE BUSINESS FIELD WHERE THE GROUP OPERATES General risk The value of an investment into real estate can fluctuate in the short-term depending on the general economic situation, real estate lease and sale prices, demand and supply fluctuations. Investments into real estate should be made for a medium or long period in order that the investor could avoid the risk of short-term price fluctuations. Investments into real estate are related to higher-than- average risk. If investments are not profitable or in case of other unfavourable circumstances (inability to pay creditors in time), bankruptcy proceedings can be instituted against the Company. Redemption of the shares is limited, i.e., a shareholder cannot demand that the Company or the Management Company, which took over its management, would redeem the shares. But a Shareholder will have a possibility to sell shares in the secondary market. Real estate development risk Real estate projects developed by the Company can take longer than planned or cost more than planned and return on investments of the Company may decrease for this reason. Managing this risk, the Company will assign sufficient resources for control over the budgets and performance terms of real estate development projects. Risk of inflation and deflation There is a risk that in case of inflation the value of a share will grow slower than the inflation, which would result in the return lower than inflation. In such a case, the real return earned by persons who sold the shares of the Company in the market from increase in the value of the shares can be smaller than expected. In case of deflation, there would be a risk that the value of the Company’s investments will decrease by reason of the drop of the general price level. 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, allow the real estate companies to increase rent rates of properties and other prices related to activities of the Group. Adverse developments increase pressure on real estate prices, rent rates and yields. Hence the Group’s results are dependent on general macroeconomic environment and adverse developments in the environment might lead to reconsideration of some of the Group’s development plans, negative pressure on prices and rents of the Group’s properties or other changes in relation to the Group’s properties that might have a material adverse effect on the Group’s business, results of operations, financial condition and profitability. Cyclicality of the real estate sector Real estate development is a cyclical sector. The number of real estate related transactions fluctuates significantly depending on the stage of the real estate cycle. In the Baltic countries 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 the lost momentum, again inflating the price levels, which might be followed by overheating of the market and downward pressure on the prices, thus, starting the next real estate cycle. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 91 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 taken by persons in the Management Company who are responsible for management of the Company and on experience and capabilities of the said persons. There is no guarantee that the same persons will always remain responsible for management of the Company, however efforts will be used that activities of the Company would always be taken care of by properly qualified persons. Dependence on external financing The Group’s cash inflows currently are sufficient to finance operating cash outflows and to pay monthly instalments of repayments and interests’ payments of bank borrowings. However, further development of the Group’s activities will require substantial amounts of capital to fund 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 sale of assets at unfavourable prices or even cause insolvency which may have a material adverse effect on the Group’s business, results of operation or financial condition and may 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 of rent fees. The reduction of rent fees payable to the Group under a large number of lease agreements and/or concurrent termination of a large number of lease agreements could have a material adverse effect on the Group’s business, results of operations and financial condition. Reliance on the administrator of the Company’s property On 2 January 2013 the Company has entered into an agreement with a third party for property management and administration services on part of Company’s asset portfolio. An agreement was terminated on 1 January 2018 after the Company’s subsidiary Proprietas, UAB and the Company signed a property management and administration agreement. The detailed list of buildings, administered, based on this agreement is provided in Section 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 maintain high quality of service for buildings’ tenants and employees. In case of change in administrative prices in the market, new contracts under less favourable conditions can be entered into with administrator, which may directly influence the increase in Company’s costs. Interest rate risk There is a risk that 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. 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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 92 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. Dividend payment risk INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 93 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 of 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 (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 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 94 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 2024 the most important risk factor remained Interest rate risk. A description of the risk factor and a brief commentary: As in the year 2023 the Company was operating in the face of high interest rates. The Company pays floating interest rates on Euribor-linked loans. In 2024, interest rates decreased compared to 2023, but still remained at a relatively high level, which had a negative impact on the results. In 2024, 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 95 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 2023 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. RESPONSIBLE BUSINESS ACTIONS IN THE COMPANY The management of the Company is transferred to the asset management company INVL Asset Management, which applies the Policy of Equal Opportunities in its activities. The Policy specifies that the Company organizes its activities in a way that employees, despite of their duties and the need to upgrade their qualifications, are secure about equal working conditions, opportunities to develop competence, etc. Equally, the same benefits are granted regardless of the gender, race, nationality, language, origin, social status, believes or convictions, age, sexual orientation, disability, ethnicity, religion, marital status, intention of having children's or membership of the political party or association. INVL Asset Management has joined the UN-supported Principles for Responsible Investment (PRI) in the middle of 2017. The PRI, founded in 2006, is a global network of over 1,700 investors, aims to assess the investment implications of environmental, social and governance (ESG) factors. An economically efficient, sustainable global financial system is considered a necessity for long-term value creation. Investors who support the PRI voluntarily work to apply the principles in their investment activities. Six specific responsible investment Principles are outlined by the PRI. They provide a menu of possible actions for incorporating ESG issues into investment practice – from investment analysis and decision-making to their incorporation into ownership policies and practices. Additionally, signatories to the Principles are encouraged to promote the Principles’ acceptance in the investment industry and to work together for their effective implementation. 19.2. EMPLOYEES At the end of 2024, as well as in 2023, 2022, 2021 and in 2020 INVL Baltic Real Estate did not have any employees. The management of the Company were transferred to the Management Company. There were 7 employees working at INVL Baltic Real Estate portfolio companies on 31 December 2024, 7 – in 2023, 10 – in 2022, 10 – in 2021 and 9 – in 2020. 19.3. ENVIRONMENTAL PROTECTION AND ACTIONS REGARDING CLIMATE CHANGE Due to the nature of the Company's activities (property management and leasing), the management structure and the small number of employees within the Company, the Company does not have a formal environmental policy and formal climate change objectives and does not, in this context, collect and publish environmental indicators, but the Company, directly and through its subsidiaries, within its rational capabilities, devotes significant attention to improving the energy performance of the assets it manages. Among the Company's real estate portfolio, the co-working space Talent Garden Vilnius, located at Vilniaus str. 33 and managed by the Company, is particularly focused on environmental protection. The co-working space, which opened its doors in 2019, features the latest ventilation, air conditioning, heating and lighting technologies, which allow it to save electricity. The facility actively sorts waste and has smart water and electrical appliances that save natural resources. Another building owned by the Company, located at Vilnius str. 37, Vilnius, is undergoing reconstruction works, renovating the building in accordance with the restrictions for the protection of cultural heritage in order to improve its energy efficiency and the use of the building's resources. The Company is assessing the risks of climate change relevant to its operations and, if necessary, taking the necessary corrective or adaptation actions. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 96 THE INVESTMENTS UNDERLYING THIS FINANCIAL PRODUCT DO NOT TAKE INTO ACCOUNT THE EU CRITERIA FOR ENVIRONMENTALLY SUSTAINABLE ECONOMIC ACTIVITIES. 19.4. INFORMATION ABOUT ACTIVITIES OF THE ISSUER AND COMPANIES COMPRISING THE ISSUER’S GROUP IN THE FIELD OF RESEARCH AND DEVELOPMENT INVL Baltic Real Estate did not deliver major research and expansion projects in 2024. 19.5. FIGHT AGAINST CORRUPTION AND BRIBERY In order to reduce the risk of external and internal bribery, the Company has internal procedures in place aimed at increasing transparency and preventing the possibility of being involved in illegal activities. The Company expects appropriate behaviour from its employees and partners, but cannot assess the full range of possible situations. The management of the Company is transferred to the Management Company. The latter has adopted a Code of Ethics which sets out 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 the anti-corruption requirements applicable to all business transactions, including international transactions. 19.6. KEY INTANGIBLE RESOURCES One of the key intangible resource of the Company is its listing on the Nasdaq Vilnius Secondary List, which enhances the Company's transparency, credibility, and accessibility to investors. The listing provides an opportunity to attract capital more efficiently, increases the Company's liquidity, strengthens its market position, and helps improve its reputation. Another key intangible resource of the Company’s company group is long-term lease agreements, which ensure stable and predictable income and contribute to business continuity and strategic growth. These intangible resources play a crucial role in creating the Company's value 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 the resignation or in case they are dismissed without a due reason, or their employment is terminated in view of the change of the control of the Company. 21. Significant investments made during the reporting period • On 08 October 2024, a real estate purchase and sale agreement was concluded with Bohnenkamp, SIA, legal entity code 40003506739. The agreement pertained to the sale of a 2.9 ha plot of land located at Franču iela 1, Stūnīši, Olaines pag., Olaines nov., LV-2127, Latvia, 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. 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 transaction of real estate in Latvia. All the conditions stipulated in the real estate purchase and sale agreement have been fulfilled. The Company sold real estate to Bohnenkamp, SIA for EUR 7.45 million. EUR 2.4 million has been used to fully repay a bank loan in Latvia, while the majority of the remaining funds will be used to finance the completion of the reconstruction of the property owned by the Company at Vilniaus str. 37. 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. • In 2024, the Company's investment activities resulted in costs of approximately EUR 5.1 million for additional 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 97 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 2024. 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 2024. 27. 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 2024 the accrued costs of audit services are disclosed in point 19 of the explanatory note to the consolidated annual financial statements for 2024. 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 [email protected] Website www.bdo.lt No internal audit is performed in the Company. 28. Data on the publicly disclosed information The information publicly disclosed by INVL Baltic Real Estate during 2024 is presented on the Company’s website Company's website (For investors → Related information). Link: https://bre.invl.com/en/news/). Table 28.1. Summary of publicly disclosed information Headline Message Category Published Regarding the approval of INVL Baltic Real Estate prospectus Other information 24 January 2024 Audited results of INVL Baltic Real Estate group of 2023 Annual information 19 March 2024 Announcement of net asset value of INVL Baltic Real Estate on 31 December 2023 Interim information 19 March 2024 Regarding the proposal of INVL Baltic Real Estate to allocate dividends for the year 2023 Notification on material event 08 April 2024 Convocation of the General Ordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue General meeting of shareholders 08 April 2024 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 98 Headline Message Category Published New board member appointed to INVL Asset Management's Board Other information 29 April 2024 Shareholders of INVL Baltic Real Estate approved dividends allocation for the year 2023 Notification on material event 30 April 2024 Resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate General meeting of shareholders 30 April 2024 INVL Baltic Real Estate Interim unaudited information for 3 months of 2024 Interim information 30 April 2024 Announcement of INVL Baltic Real Estate's net asset value as at 31 March 2024 Interim information 30 April 2024 Procedure for the payout of dividends for the year 2023 Other information 29 May 2024 Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue General meeting of shareholders 01 August 2024 INVL Baltic Real Estate Interim unaudited information for 6 months of 2024 Interim information 2 0 August 2024 Announcement of net asset value of INVL Baltic Real Estate on 30 June 2024 Notification on material event 2 0 August 2024 Resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate General meeting of shareholders 2 3 August 2024 Notice on the terms of the reorganisation of INVL Baltic Real Estate and AB Pramogų bankas Notification on material event 27 August 2024 Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue General meeting of shareholders 27 September 2024 INVL Baltic Real Estate subsidiaries in Latvia, Dommo Gruppa and Dommo Biznesa Parks, have signed a real estate purchase and sale agreement Notification on material event 8 October 2024 Resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate General meeting of shareholders 2 1 October 2024 Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate and draft resolutions on agenda issue General meeting of shareholders 28 October 2024 INVL Baltic Real Estate Interim unaudited information for 9 months of 2024 Interim information 31 October 2024 Announcement of net asset value of INVL Baltic Real Estate on 30 September 2024 Interim information 31 October 2024 Notification on the transaction concluded by manager in issuer's securities Notifications on transactions concluded by managers of the companies 08 November 2024 Notifications about acquisition and disposal of voting rights (together with the Company's shareholder structure after the change of voting rights) Acquisition or disposal of a block of shares 08 November 2024 Resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Real Estate General meeting of shareholders 19 November 2024 The new wording of the Articles of Association of INVL Baltic Real Estate was registered Other information 29 November 2024 INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 99 Headline Message Category Published INVL Baltic Real Estate subsidiaries in Latvia, Dommo Grupa and Dommo Biznesa Parks completes a real estate purchase and sale agreement Notification on material event 29 November 2024 The decision of the management company of INVL Baltic Real Estate on the purchase of own shares Notification on material event 03 December 2024 INVL Baltic Real Estate will buy -back its own shares Acquisition or disposal of the issuer's own shares 10 December 2024 INVL Baltic Real Estate investor's calendar for 2025 Other information 11 December 2024 The decision of the management company of INVL Baltic Real Estate on the purchase of own shares Notification on material event 11 December 2024 INVL Baltic Real Estate received permission to change the Articles of Association Other information 12 December 2024 Information about shares issued by INVL Baltic Real Estate and votes granted Total number of voting rights and capital 12 December 2024 INVL Baltic Real Estate will buy -back its own shares Acquisition or disposal of the issuer's own shares 20 December 2024 Information about shares issued by INVL Baltic Real Estate and votes granted Total number of voting rights and capital 27 December 2024 Table 28.2. Summary of the notifications on transactions in INVL Baltic Real Estate shares concluded by managers of the Company during 2023. Date Person Number of securities Security price (EUR) Total Value Of trans- action (EUR) Form of transaction Type of transaction Place of transaction Form of settlement 2 1 November 202 4 Invalda INVL, AB 1,889,123 2.30 4,344,982.9 Acquisition share sale- purchase Outside a trading venue money Note: acquisition-sale of shares inside the group. Invalda INVL acquired the shares, specified in the notification, from its subsidiary INVL Life. Real estate fund manager of the Management Company INVL Asset Management Vytautas Bakšinskas INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 100 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 [email protected] 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 [email protected] 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 [email protected] DOMMO biznesa parks SIA Code 40003865398 Address – Lapegles, Stūnīši, Olaines pag., Olaines nov., LV -2127 Latvia Legal form – private limited liability company Registration date 13.10.2006 investments into commercial rental real estate Tel. +370 5 2790601 [email protected] INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 101 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 Lithuan ia. All shareholders have equal rights to participate in the General Shareholders’ Meeting of the Company. 1.2. It is recommended that the company’s capital should consist only of the shares that grant the same rights to voting, ownership, dividend and other rights to all of their holders. YES The shares constituting the authorized capital of the Company grant equal rights to all shareholders of the Company. 1.3. It is recommended that investors should have access to the information concerning the rights attached to the shares of the new issue or those issued earlier in advance, i.e. before they purchase shares. YES The rights of the shareholders are described in the Articles of Association of the Company, which are publicly announced on the Company's website and in the section “Rights and obligations granted by the Shares” of the Company's annual 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 NO Due to the nature of the Company's activities, the Management Company is responsible for making the Company's investment decisions (decisions INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 102 principle would mean the transfer of the company, should be subject to approval of the general meeting of shareholders. 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 chos en 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 w hich 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 a dopted 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 t o 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 t o participate and vote in general meetings of shareholders via electronic means of communication. In such cases the security of transmitted information must be ensured and it must be possible to identify the participating and voting person. YES In accordance with the provisions of legal acts, the Company must enable shareholders to participate in the General Meeting of Shareholders and vote by means of electronic communication, as well as submit a voting instruction when it is required by shareholders whose shares hold at least 1/10 of all votes . 1.9. It is recommended that the notice on the draft decisions of the general meeting of shareholders being convened should specify new candidatures of members of the collegial body, their proposed remuneration and the proposed audit company if 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 YES If these issues are on the agenda of the G eneral M eeting of Shareholders, all required information on the proposed collegial body , it’s members or audit company are specified in the draft decisions of the General Meeting of Shareholders. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 103 about his/her educational background, work experience and other managerial positions held (or proposed) should be provided. 1.10. Members of the company’s collegial management body, heads of the administration 5 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. Independent 6 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. 5 For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions. 6 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 104 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 105 3.1.1. The management board should ensure the implementation of the company’s strategy approved by the supervisory board if the latter has been formed at the company. In such cases where the supervisory board is not formed, the management board is also responsible for the approval of the company’s strategy. NOT APPLICABLE Due to the nature of the Company's activities, collegial management body is not formed in the Company. Its management is transferred to the Management Company , which performs the functions of the Board and the Chief Executive Officer of the Company. The Company'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 striv ing 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 Guidance 7 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. 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 7 Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 106 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 member s 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. 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 107 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 independent 8 , 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. 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 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. 8 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 108 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. 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 co nsideration and help organise its work in such a way that the decisions it takes would be free of material conflicts of inter est. Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body with recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the collegial body. 5.1.1. Taking due account of the company-related circumstances and the chosen corporate governance structure, the supervisory board of the company or, in cases where the supervisory board is not formed, the management board which performs the supervisory functions, establishes committees. It is recommended NOT APPLICABLE Due to the Company’s management type and an absence of employees, the Nomination and Remuneration Committees are not formed. Audit Committee members are elected by the General Meeting of Shareholders . INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 109 that the collegial body should form the nomination, remuneration and audit committees 9 . 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 9 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). INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 110 5.2.1. The key functions of the nomination committee should be the following: 1) to select candidates to fill vacancies in the membership of supervisory and management bodies and the administration and recommend the collegial body to approve them. The nomination committee should evaluate the balance of skills, knowledge and experience in the management body, prepare a description of the functions and capabilities required to assume a particular position and assess the time commitment expected; 2) assess, on a regular basis, the structure, size and composition of the supervisory and management bodies as well as the skills, knowledge and activity of its members, and provide the collegial body with recommendations on how the required changes should be sought; 3) devote the attention necessary to ensure succession planning. NOT APPLICABLE Due to the Company’s management type and an absence of employees, the Nomination Committee is not formed. 5.2.2. When dealing with issues related to members of the collegial body who have employment relationships with the company and the heads of the administration, the manager of the company should be consulted by granting him/her the right to submit proposals to the Nomination Committee. 5.3. Remuneration committee The main functions of the remuneration committee should be as follows: 1) submit to the collegial body proposals on the remuneration policy applied to members of the supervisory and management bodies and the heads of the administration for approval. Such policy should include all forms of remuneration, including the fixed - rate remuneration, performance- based remuneration, financial incentive schemes, pension arrangements and termination payments as well as conditions which would allow the company to recover the amounts or suspend the payments by specifying the circumstances under which it would be expedient to do so; 2) submit to the collegial body proposals regarding individual remuneration for members of the collegial bodies and the heads of the administration in order to ensure that they would be consistent with the company’s remuneration policy and the evaluation of the performance of the persons concerned; 3) review, on a regular basis, the remuneration policy and its implementation. NOT APPLICABLE Due to the Company’s management type, the Renumeration Committee is not formed. 5.4. Audit committee 5.4.1.The key functions of the audit committee are defined in the legal acts regulating the activities of the audit committee 10 . 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. 10 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 111 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) t he Audit committee is informed of the work programme of internal and external auditors, and should receive internal and external audit report. 4) etc. 5.4.3.The audit committee should decide whether the participation of the chair man 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 company which elected him/her or the company’s shareholders of such situation of a conflict of interest, indicate the nature of interests and, where possible, their value. YES / NO Due to the nature of the Company's activities, collegial management body is not formed in the Company. Its management is transferred to the Management Company, which performs the functions of the Board and the Chief Executive Officer of the Company. The 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 112 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 administr ation, 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 -variab le 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 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 YES The Company publishes a remuneration report on its website . INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 113 company’s remuneration policy, compared to the previous financial year. 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. 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 fol lowing: 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 114 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 remune ration; 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. 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 C ompany 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 grou p of companies. YES The Company prepares a consolidated management report and consolidated financial statements INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 115 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 a remuneration report. 9.4. Information should be disclosed in such manner that no shareholders or investors are discriminated in terms of the method of receipt and scope of information. Information should be disclosed to all parties concerned at the same time. YES The Company publishes all information through the information disclosure system of the Nasdaq Vilnius Stock Exchange and on the Company's website so that it is accessible to everyone and at the same time. Principle 10: Selection of the company’s audit firm The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm. 10.1. With a view to obtain an objective opinion on the company’s financial condition and financial results, the company’s annual financial statements and the financial information provided in its annual report should be audited by an independent audit firm. YES The Company is audited by an independent audit company 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 202 4-2026 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 116 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 December 2024) 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 2024. 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 2024 “Corporate Governance Code”. 3. Information regarding the level of risk and risk management – management of risks related to the financial reporting, risk mitigation measures, and internal control systems implemented at the entity shall be described The Company provides information regarding the level of risk, risk management, and implemented internal control systems, as well as the measures, in Clause 18.6 of the consolidated annual management report of 2024. 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 2024. 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 The Company provides information regarding the competence of the General Meeting of Shareholders, the rights of shareholders, and implementation thereof, as well as the procedure for convening the meetings of shareholders, in Clause 12.1 of the consolidated annual management report of 2024. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 117 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 2024. 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 INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 118 APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS In according with the guidelines on Alternative Performance Indicators which were published by the European Securities and Markets Authority in 2015 and came into force on 3 July 2016, the Company provide definitions and formulas (below) of the Company's operating and financial indicators. The Company's performance and financial indicators are used to evaluate the Company's financial position or status. For these indicators, the Company's investor can obtain additional information to help understand the Company's financial position and strategy. All the information stated in Appendix 4 is provided on the website of the Company (Company‘s web site section „For Investors“ → „Financial information and reports“ . The link: https://bre.invl.com/en/for-investors/financial-information-and-reports/) • Dividend yield – dividends attributable to shareholder paid per share for the last financial year divided by the price per share at the end of a financial period. The set value of dividends paid per share for the last financial year Dividend yield = —————————————————————————————————————— The price per share at the end of a financial period Dividend yield ratio is a particularly an important valuation measure for investors seeking regular income. The higher the yield, the higher the payout for the shareholder compared to the price of the share. • Book value per share – Group‘s equity divided by the number of shares, excluding Company’s own shares, at the end of a financial period. The Group's equity Book value per share = ——————————————————————————————————————————————————— The number of shares, excluding the Company's own shares, at the end of a financial period The book value per common share indicates the remaining value for shareholder after all assets are liquidated and all liabilities are covered. • Price to Book ratio – ratio between the share price at the end of a financial period and book value per share. The share price at the end of a financial period Price to Book ratio = ——————————————————————————————— The book value per share Price-to-book ratio compares a Companies market value to book value by dividing price per share by book value per share. This shows how the valuation of the Company is covered by equity. • Dividends/Net profit – ratio between the dividends allocated at the ongoing year for the year before and ongoing year net profit of the Company. The dividends allocated at the ongoing year for the year before Dividends/Net profit = —————————————————————————————————————— Ongoing year net profit of the Company The dividend payout ratio is the ratio of the total amount of dividends paid out to shareholders relative to the net income of the Company. It is the percentage of earnings paid to shareholders in dividends. • Return on Equity (ROE) – ratio between net income and average equity of a financial period, measured in percentage terms. Net income Return on Equity (ROE) (measured in percentage terms) = ——————————————————————————— Average equity for a financial period Return on equity excludes debt in the denominator and compares net profit for the period with total average shareholders’ equity. It measures the rate of return on shareholders’ investment. • Average equity is an arithmetical average of the beginning equity and ending equity of a financial period. Average equity = (The beginning equity for the financial period + The ending equity for the financial period) / 2 • Return on Assets (ROA) – ratio between net income and average total assets of a financial period, measured in percentage terms. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 119 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. • 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 120 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. 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. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 121 • 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 INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 122 APPENDIX 5. REMUNERATION REPORT Brief overview of the Company's activities in 2024 INVL Baltic Real Estate’s consolidated net operating income from its own properties in 2024 amounted to 2.8 million euros or 14 per cent more than in 2024 (2.4 million euros). INVL Baltic Real Estate's consolidated income in 2024 comprised 4 million euros or 10 per cent more than in 2023 (3.6 million euros), the consolidated rental income from own property increased by 11 per cent to 2.5 million euros. The group's net profit in 2024 reached 2.7 million euros, the value of assets under management increased by 0.5 million euros in 2024, and at the end of the year amounted to 42.6 million euros. The value of equity at the end of the year reached 25.25 million euros. The equity value per share was 3.17 euros and increased by 11.6 per cent (after assessing the dividends paid in 2024) during the year. In 2024, the premises managed by INVL Baltic Real Estate were characterised by a high occupancy rate and improving operating results. In the coming years, we will continue to meet the expectations of our customers and increase the value for investors. Management of the company The management of INVL Baltic Real Estate is delegated to UAB INVL Asset Management (hereinafter – the Management Company), which also performs the functions of the Board and Managers of INVL Baltic Real Estate. Given that and taking into account the fact that INVL Baltic Real Estate has to approve the remuneration policy (hereinafter referred to as the Policy) in accordance with Article 37 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 A bonus, including the deferred part thereof, may be granted and/or paid to the Management only in the case of a sustainable financial situation in the Company, taking into account the Company's performance results, and only if the results of the annual individual assessment of the Management are positive. In assessing the individual performance results of the Management, non- financial and behavioural criteria, such as adherence to internal rules, procedures and instructions of the Board, communication with customers and investors, compliance with rules, involvement in improving the Company’s performance, professional development, etc., are also taken into account. If the financial performance results of the Company in a given year are negative or the Company has failed to achieve it’s performance targets, the Chief Executive Officer has the right to make a decision not to pay the bonus or part of it, or to reduce the amount of the bonus previously determined, as well to suspend the payment of the Bonus, specifying the period of time for which such decision is to be made. No such adjustment or deferral was applied during the reporting period. Likewise, the Board of the Management Company is entitled to demand that the Management refunds all or part of the bonus paid to it if it subsequently becomes clear that the bonus was paid to it as a result of the Management's bad faith or errors in the accounts. 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). INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 123 Upon termination of the employment relationship, before the bonus is paid, regardless of the grounds for termination of the employment relationship, the deferred part of the bonus payable will not be paid out. The variable remuneration component for 2024 will be allocated in 2025, after the approval of the financial statements for 2023. In the allocation of this portion of the remuneration, account will be taken, inter alia, of the real estate purchase transaction carried out by INVL Baltic Real Estate during the reporting period. More information about the transaction is available at: https://view.news.eu.nasdaq.com/view?id=b2f72c6e21372737bfad242283c1e8e3e&lang=en The remunerations of the General Manager and Board members of the Management Company are calculated on the basis of the proportion of the Management Company's management income (including management and success fee revenues) received from the Company within the total income of the Management Company. The remunerations of the members of the Investment Committee of the Company are calculated in accordance with the part of the time actually allocated to the Company's management. Amounts of remuneration allocated and paid to Management for the years 2020, 2021, 2022, 2023 and 2024 are presented in the tables on the pages below. Breakdown of wages allocated and paid during 2024: 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 remuner ation, 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 [sensitive data] 2.69 - - 0.22 - - 0.05 2.96 9.12 Darius Šulnis, Chairman of the Board of the Management Company [sensitive data] 0.73 - - - - - - 0.73 - Nerijus Drobavičius, Member of the Board of the Management Company (until 29 April 2024) [sensitive data] 0.53 - - 0.26 - 3.13 - 3.92 6.63 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] 1.09 - - - - - 0.22 1.31 16.79 Vytautas Bakšinskas, Member of the Investment Committee [sensitive data] 98.66 - - 38.40 - - 3.03 140.09 29.57 Andrius Daukšas, Member of the Investment Committee [sensitive data] 55.17 - - - - - 1.10 56.27 1.95 * The variable remuneration component for 2024 will be allocated in 2025, after approval of financial statements for 2024. INVL Baltic Real Estate, code 152105644, Gynėjų str. 14, Vilnius INVL BALTIC REAL ESTATE 2024 CONDOLIDATED ANNUAL MANAGEMENT REPORT | 124 Breakdown of wages allocated and paid during 2024 in other undertakings of the Group of the Company: Name Surname, Position ID code 1. Regular remuneration, in EUR 000s 2. Variable remuneration, in EUR 000s 3. One- time payment s, in EUR 000s 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] 2.08 - - - - - - 2.08 - * The variable remuneration component for 2024 will be allocated in 2025, 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 2020 (in EUR 000s) 2021 (in EUR 000s 2022 (in EUR 000s 2023 (in EUR 000s 2024 (in EUR 000s Vytautas Bakšinskas, Member of the Investment Committee [sensitive data] 224.56 233.26 88.57 84.77 142.17 Andrius Daukšas, Member of the Investment Committee [sensitive data] 66.16 68.62 45.12 44.98 56.27 *** Total remuneration received from the Company and other companies of the Group The Company's results 2020 (in EUR 000s) 2021 (in EUR 000s 2022 (in EUR 000s 2023 (in EUR 000s 2024 (in EUR 000s Net profit per share 0.41 0.37 0.52 0.09 0.34 Net profit 5,416 3,399 4,224 699 2,739 Assets 41,935 33,026 39,016 44,564 45,347 The Company's Remuneration Report and the Policy are publicly available on INVL Baltic Real Estate website at https://bre.invl.com/lit/en

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