Translation from Lithuanian

RULES FOR THE BUY-BACK OF SHARES OF THE SPECIAL CLOSED-END REAL ESTATE INVESTMENT COMPANY INVL BALTIC REAL ESTATE

General provisions

1. These Rules for the Buy-Back of Shares (hereinafter "the Rules") of the special closed-end real estate investment company INVL Baltic Real Estate (legal entity code 152105644, registered address Gynėjų St. 14, Vilnius, Lithuania) (hereinafter – "the Company") set out the procedure according to which the Company's management company – UAB INVL Asset Management (hereinafter – "the Management Company") – will provide the shareholders of the Company specified in section 4 of the Rules with an opportunity to relinquish to the Company shares of the Company specified in section 9 of the Rules which they hold.
1. The Rules have been prepared in keeping with article 155 of the Republic of Lithuania Law on Collective Investment Undertakings, sections 4, 10 – 11 of the Description of the Procedure for Notification Regarding Material Changes approved by Resolution No. 03 – 149 of the Board of the Bank of Lithuania of 12 July 2012, sections 91 – 106 of the Company's Articles of Association, and resolutions 1, 3 – 4 of the General Shareholders Meeting of INVL Baltic Real Estate held on 14 January 2021 (hereinafter – "the Meeting").
1. The Rules are set by the Management Company. The Company, the Management Company and all shareholders of the Company must comply with them.

Shareholders' right to present shares of the Company for buy-back

4. Not all shareholders of the Company have the right to present the shares of the Company envisaged in section 9 of the Rules for buy-back. That right – to present shares of the Company to the Company itself for buy-back – is granted only to shareholders of the Company who:
- 4.1. at the Meeting voted against the new wording of the Articles of Association of the Company or
- 4.2. at the Meeting abstained in voting on the Meeting agenda items which are envisaged in sections 4.1 the Rules, or
- 4.3. did not participate in the Meeting.
1. Shareholders of the Company must meet at least one of the criteria envisaged in section 4 of the Rules to be able to present shares of the Company which they hold to the Company for buy-back.
1. Shareholders of the Company who do not meet the criteria specified in section 4 of the Rules and who present some or all the shares of the Company which they hold to the Company for buy-back will be required to compensate all related losses of the Company, the Management Company and other shareholders of the Company. The obligation to compensate losses which is envisaged in this section of the Rules arises regardless of whether the Company bought back or did not buy back all or some of the shares of the Company which were thus unlawfully presented for buy-back.

Determination of the number of shares of the Company to be bought back

7. The maximum number of shares that the Company may buy-back (acquire) is the total number of shares issued by the Company less the number of shares by which essential changes to the instruments of incorporation were approved and by the number of shares acquired by the Company itself.
1. The Company will not execute orders and will not buy back shares of the Company which are presented for buy-back by shareholders of the Company that do not meet the criteria envisaged in section 4 of the Rules. Therefore the Company will not purchase more shares than the maximum number of shares it is allowed to buy back (acquire) envisaged in section 7.
9. The shareholders specified in section 4 of the Rules will have the right to present for buy-back only shares of the Company which they held at the end of the accounting day of the Meeting (7 January 2021). Shareholders of the Company who wish to exercise their right to present shares of the Company held at the end of the

Specialioji uždarojo tipo nekilnojamojo turto investicinė bendrovė "INVL Baltic Real Estate" Įmonės kodas 152105644 Gynėjų g. 14, LT-01109 Vilnius PVM kodas LT521056415 Tel. (8 5) 279 0601 A.s. LT187180300020467625 Faks. (8 5) 279 0530 AB Šiaulių bankas, Vilniaus filialas El. p. [email protected] Registro tvarkytojas VĮ Registrų centras

accounting day of the Meeting, must present for buy-back all the shares of the Company which they held at that time.

Shareholders of the Company who present for buy-back more shares of the Company than they held at the end of the accounting day of the Meeting (7 January 2021) or who present not all of the shares of the Company which they held at that time, will be obliged to compensate all related losses of the Company, the Management Company and other shareholders of the Company.

Buy-back price of the shares of the Company and procedure for payment of the price

11. The price of one share of the Company which is being bought back shall be equal to the last net asset value per share of the Company published before adoption of the decision by the board of the Management Company to approve the Rules¹ , i.e., EUR 2.2103 per share.
12. The Company's shares will be redeemed and settled in stages. Each stage of the submission of the Company's shares for redemption will last for 14 calendar days, after which the submitted shareholder's order to redeem his shares of the Company will become irrevocable. The first stage will start on the later of the days mentioned in section 22 and 23 of the Rules (inclusive that day) and end on the fourteenth day (including it and in accordance with the general rules for setting deadlines, if this day coincides with non-working days or holidays or days when there will be no trading in the place where the Company's shares are traded). The next redemption stages will start and end accordingly, but the last fourth redemption stage will last until the end of the share redemption procedure, i.e., until 25 March 2021 (inclusive).
1. Settlement for shares of the Company presented for buy-back shall be performed by transferring to shareholders of the Company an amount of money equal to the product of the price of one share of the Company specified in section 11 of the Rules and the number of shares of the Company presented for buyback in the manner stipulated in sections 15 – 20 of the Rules (rounding according to the usual rules of rounding in mathematics). Funds in exchange of shares submitted for the buy-back will be settled in thirty calendar days from the day (excluding it) on which the order of the respective shareholder of the Company to redeem his shares of the Company becomes irrevocable as it is specified in section 12 of the Rules (in the entire period up to such date the shareholders of the Company will be able to cancel their order).

Duration of the period for buy-back of the Company's shares

14. The shareholders of the Company envisaged in section 4 of the Rules shall have the right to demand the buyback of their shares within 2 calendar months of the later of the deadlines specified in sections 22 and 23, i.e., until 25 March 2021 (inclusive).

Procedure for buy-back of the shares of the Company

15. Shareholders of the Company who comply with section 4 of the Rules and have the right to present shares of the Company for buy-back will be able to do so only by submitting an order to sell a number of shares of the Company calculated according to section 9 of the Rules via the Nasdaq Vilnius official tender submarket.
1. The Company will accept the orders specified in section 15 of the Rules during the period specified in section 14 of the Rules. Once that period ends, the Company will not accept orders to buy back shares of the Company.
1. Shareholders of the Company indicated in section 4 of the Rules who wish to exercise their right to sell shares of the Company to the Company should contact their chosen intermediary of public trading in securities and, using their services, submit the order specified in section 15 of the Rules.
1. Shareholders of the Company who submit the order envisaged in section 15 of the Rules shall have the right to revoke it until the end of the respective terms provided in section 12 of the Rules. Given that rules for

¹ https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=999021&messageId=1251083

submitting and revoking orders of shareholders of the Company are established by agreements between each specific shareholder of the Company and their chosen intermediary of public trading in securities, the Company and/or the Management Company are not obliged (and cannot be deemed obliged) to ensure that orders submitted by a specific shareholder of the Company or their revocations are executed properly and on time. Thus a shareholder of the Company who seeks to submit shares of the Company for buy-back or to revoke a submitted order should contact their chosen intermediary of public trading in securities.

1. The Management Company shall take measures to ensure that shares of the Company are presented for buyback only by shareholders of the Company who meet the requirements stipulated in the Rules and in the manner required by the provisions of the Rules. If it determines based on information provided by intermediaries of public trading in securities that shares of the Company have been presented for buy-back without complying with requirements of the Rules, the Management Company has the right to not accept the presented shares of the Company for buy-back.
20. Shareholders of the Company envisaged in section 4 of the Rules are not required to submit separate notification regarding their opposition to the decisions of the Meeting. Submission of the order envisaged in section 15 of the Rules shall be deemed to be their opposition to the proposed changes.

Notification of shareholders

1. Information about the possibility of expressing (confirming) opposition to the changes in the Company's Articles of Association and at the same time demanding the buy-back of the shares of the Company specified in section 9 of the Rules which they hold (by submitting the order envisaged in section 15 of the Rules) will be provided only to the shareholders of the Company specified in section 4 of the Rules.
22. To shareholders of the Company whose correspondence addresses are known to the Management Company, shall be, by registered letter, sending notifications to the shareholders' correspondence addresses known to the Management Company and announcing the information publicly (shareholders shall be deemed to have received the corresponding personal notifications 10 calendar days after they were sent (unless the Management Company receives confirmation of the delivery of notifications at an earlier date)).
23. To shareholders of the Company whose correspondence addresses are not known to the Management Company, the information will be made public (the Shareholders will be deemed to have received the relevant information within 10 calendar days after submission of the information via the Nasdaq Vilnius Information System).
1. Considering that the shareholders of the Company who approved the Meeting issues by which the Company's Articles of Association are being changed substantially are informed about the changes of the Company's operations and do not have the right to present shares of the Company which they hold for buy-back, they will not be provided with the separate notifications envisaged in section 22 of the Rules. These shareholders of the Company will, however, be informed in the manner envisaged in section 23 of the Rules about the essence and content of the changes of the Company's operations and the impact of the changes on the interests and investments of the shareholders of the Company.

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INVL Baltic Real Estate

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