INVL Baltic Real Estate — Proxy Solicitation & Information Statement 2016

Nov 4, 2016

GENERAL BALLOT PAPER FOR VOTING IN WRITING
of AB INVL Baltic Real Estate
Extraordinary General Meeting of Shareholders
to be held on 10 November 2016

Shareholder's name, surname (legal entity name) –

Shareholder's personal ID number (legal entity code) –

Number of shares held –

The agenda includes:

1. Approval of the new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.
2. Approval of the Management Agreement of special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.
3. Selection of the depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.
4. Approval of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate.
5. Approval of the rules for formation and activities of the audit committee of special closed-end type real estate investment company INVL Baltic Real Estate, election of members of the audit committee and setting remuneration for the independent member of the audit committee.

Please circle the chosen version: "FOR", "AGAINST". Draft resolutions:

Organizational issues of the meeting
To propose to elect the following person as the Chairman of the meeting and to vote “FOR” the proposed candidate:
To propose to elect the following person as the Secretary of the meeting and to vote “FOR” the proposed candidate:
To propose to elect the following person as the person responsible for performance of actions provided for in paragraph 2 of Article 22 of the Law of the Republic of Lithuania on Companies and to vote “FOR” the proposed candidate:
1. Approval of the new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.
I alternative:
To approve new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate, by replacing the text of the Articles of Association in full (enclosed as an annex to notification of 20 October 2016).
To authorise Egidijus Damulis (with the right to re-delegate the authority) to sign the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate.	FOR	AGAINST
II alternative:
To approve new wording of the Articles of Association of special closed-end type real estate investment company INVL Baltic Real Estate, by replacing the text of the Articles of Association in full (enclosed as an annex to notification of 4 November 2016).
To authorize Egidijus Damulis or Andrius Daukšas (both with a right to reauthorize) to sign the Articles of Association of special closed-end type real estate investment	FOR	AGAINST

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GENERAL BALLOT PAPER FOR VOTING IN WRITING
of AB INVL Baltic Real Estate
Extraordinary General Meeting of Shareholders
to be held on 10 November 2016

company INVL Baltic Real Estate.
2. Approval of the Management Agreement of special closed-end type real estate investment company INVL Baltic Real Estate with the management company UAB INVL Asset Management.
To approve the Management Agreement with the management company UAB INVL Asset Management (legal entity code 126263073, address of the registered office: Gynéjy str. 14, Vilnius, Republic of Lithuania) (enclosed).	FOR	AGAINST
3. Selection of the depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.
I alternative
To select Swedbank, AB as a depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.	FOR	AGAINST
II alternative
To select AB SEB bankas, as a depository of the special closed-ended type real estate investment company INVL Baltic Real Estate.	FOR	AGAINST
4. Approval of the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate.
I alternative
To approve the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate, prepared by the Management Board (enclosed as an annex to notification of 20 October 2016).	FOR	AGAINST
II alternative
To approve the Depository Services Agreement of special closed-ended type real estate investment company INVL Baltic Real Estate with SEB bankas (enclosed as an annex to notification of 4 November 2016).	FOR	AGAINST
5. Approval of the rules for formation and activities of the audit committee of special closed-end type real estate investment company INVL Baltic Real Estate, election of members of the audit committee and setting remuneration for the independent member of the audit committee.
To approve the rules of formation and activities of the audit committee.
To elect Danutė Kadanaitė and Tomas Bubinas (independent member of the audit committee) as members of the audit committee of special closed-end type real estate investment company INVL Baltic Real Estate.
To set remuneration for the independent member of the audit committee for his work in the audit committee at the hourly rate not higher than EUR 145. To instruct the management company UAB INVL Asset Management (legal entity code: 126263073, address of the registered office: Gynéjy str. 14, Vilnius, Republic of Lithuania) to determine the procedure of payment of the remuneration to the independent member of the audit committee after the issuance of the license for the closed-end type investment company.	FOR	AGAINST
6. I vote on any other new draft resolutions not indicated above with all the votes I have	FOR	AGAINST

(shareholder's or its representative's name, surname or legal entity name)
Date: ___ 2016

(signature)

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