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Shareholders meetings

Meetings of 9 April 2021

Resolutions of the General Shareholders meeting of INVL Baltic Farmland that was held on 9 April 2021.

1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2020.

1.1. Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2020 (there is no voting on this issue of agenda).

2. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland

2.1. Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements and consolidated annual report of INVL Baltic Farmland (there is no voting on this issue of agenda).

3. Regarding the assent to the remuneration report of public joint-stock company INVL Baltic Farmland, as a part of the consolidated annual report of public joint-stock company INVL Baltic Farmland for the year 2020.

3.1. To assent to the remuneration report of public joint-stock company INVL Baltic Farmland, as a part of the consolidated annual report of public joint-stock company INVL Baltic Farmland for the year 2020 (attached).

4. Approval of the consolidated and stand-alone financial statements for 2020 of the public joint-stock company INVL Baltic Farmland

4.1. To approve the consolidated and stand-alone financial statements for 2020 of the public joint-stock company  INVL Baltic Farmland.

5. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland

5.1. To distribute profit of the public joint-stock company INVL Baltic Farmland as follows:

Article (thousand EUR)
Retained earnings (loss) at the begining of the financial year of the reporting period 7,770
Net profit (loss) for the financial year 895
Profit (loss) not recognized in the income statement of the reporting financial year
Shareholders contributions to cover loss
Distributable profit (loss) at the end of the financial year of the reporting period 8,665
Transfers from reserves
Distributable profit (loss) in total 8,665
Profit distribution: -484
– Profit transfers to the legal reserves
-Profit transfers to the reserves for own shares acquisition
– Profit transfers to other reserves
– Profit to be paid as dividends* -484
– Profit to be paid as annual payments (bonus) and for other purposes
Retained earnings (loss) at the end of the financial year 8,181

*EUR 0.15 is paid per share.

6. Regarding the purchase of own shares of the public joint-stock company INVL Baltic Farmland

6.1. Until the day of the General Shareholders Meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 is not used.

6.2. To use the reserve (or the part of it) for the purchase of own shares and to purchase shares in the public joint-stock company INVL Baltic Farmland by the rules mentioned below:

(i) The goal for the purchase of own shares – to ensure for shareholders a possibility to sell company’s shares.

(ii) The maximum number of shares to be acquired – the nominal value of own shares by the public joint-stock company INVL Baltic Farmland, which may not exceed 1/10 of share.

(iii) The period during which the public joint-stock company INVL Baltic Farmland may purchase its own shares 18 months from the day of this resolution.

(iv) The maximum and minimal one share acquisition price:  the maximum one share acquisition price- EUR 5.00, the minimal one share acquisition price – EUR 3.00.

(v) The conditions of the selling of the purchased shares and minimal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

6.3. The Board of INVL Baltic Farmland is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares, and to determine order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.

From the date of this resolution, the resolution of the General Shareholders Meeting on 23 March 2020 on the acquisition of own shares expires.

7. Regarding the election of the Audit Committee members

7.1. Given that in 2021, the term of office of the members of the Audit Committee of INVL Baltic Farmland AB expires, to elect Dangutė Pranckėnienė (independent member) and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Farmland, AB for new 4 (four) years term of office.

8. Presentation of the Audit Committee activity report of the public joint-stock company INVL Baltic Farmland

8.1. According to the Regulations of the Audit Committee of INVL Baltic Farmland (approved during the General Shareholders Meeting of the Company that was held on 22 March 2017), shareholders of the public joint-stock company INVL Baltic Farmland are presented with the Audit Committee activity report of the public joint-stock company INVL Baltic Farmland (attached) (there is no voting on this issue of agenda).

Regarding the dividend payment for the shareholders and ex-date:

Persons, who will be shareholders of INVL Baltic Farmland at the end of 23 April 2021 the tenth day after the General Shareholders Meeting to approve the resolution to allocate part of Company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 22 April 2021. From that date the new owner of the shares of INVL Baltic Farmland, ISIN code LT0000128753, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2020.

The person authorized to provide additional information:
Director Egle Surpliene
E-mail: [email protected]

 


INVL Baltic Farmland_audit committee activity report_2020.pdf
Annual audited information 2020_signed.pdf
Members of the audit committee.pdf

Meetings of 21 October 2020

Resolutions of the Extraordinary General Shareholders meeting of INVL Baltic Farmland, AB that was held on 21 October 2020

1. Regarding the approval of the extension of the agreement with UAB INVL Farmland Management and its arrangement in a recast version

1.1. Considering that the agreement concluded with INVL Farmland Management, UAB, legal entity code 303788352, on 30 June 2015, expires on 31 December 2020, it is decided to extend the agreement with INVL Farmland Management, UAB for a period of five years and arrange the agreement in a recast version. The agreement between INVL Farmland Management, UAB, and the public joint-stock company INVL Baltic Farmland is based on the transfer of administration of assets owned by public joint-stock company INVL Baltic Farmland subsidiaries to INVL Farmland Management, UAB. To determine, the contract is extended under these key terms: (i) the annual management fee paid to INVL Farmland Management, UAB shall not exceed 7 percent of rental income plus 0.5 percent of INVL Baltic Farmland, AB market capitalization. In the case of bad debts exceeding 5 percent of income, the surplus shall be fully compensated by INVL Farmland Management, UAB. As well as (ii) to set a success fee of 20 percent from the share of the return (change in equity including payed-out money to shareholders in a form of dividends or capital reduction) exceeding the pre-determined annual return of 5 percent plus inflation (applying the high watermark, or the highest historical value principal). To determine that (iii) the contract is extended under the above-mentioned conditions until 31 December 2025.

1.2. To entrust the Board of the INVL Baltic Farmland, AB to approve the final version of the agreement.

2. Regarding the election of an auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services

2.1. To conclude an agreement with UAB PricewaterhouseCoopers, legal entity code 111473315, to carry out of the audit of the annual financial statements of the INVL Baltic Farmland, AB for 2020, 2021, and 2022 years and establish the payment in the amount of EUR 11 100 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts). The amount of remuneration for audit services will be recalculated (increased) every year according to the average annual inflation of April month of the current year published by the Department of Statistics under the Government of the Republic of Lithuania, calculated according to the harmonized index of consumer prices (HICP). The Board of the INVL Baltic Farmland, AB reserves the right to increase the remuneration of the audit company by no more than 20 percent annually from the remuneration paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.

The person authorized to provide additional information:
Director Egle Surpliene
E-mail: [email protected]

Meetings of 23 March 2020

Resolutions of the General Shareholders meeting of INVL Baltic Farmland that was held on 23rd March 2020.

  1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2019

Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2019 (there is no voting on this issue of agenda).

  1. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland.

Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements and consolidated annual report of INVL Baltic Farmland (there is no voting on this issue of agenda).

  1. Approval of the consolidated and stand-alone financial statements for 2019 of the public joint-stock company INVL Baltic Farmland

To approve the consolidated and stand-alone financial statements for 2019 of the public joint-stock company  INVL Baltic Farmland.

  1. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.

To distribute profit of the public joint-stock company INVL Baltic Farmland as follows:

Article (thousand EUR)
Retained earnings (loss) at the begining of the financial year of the reporting period 6,957
Net profit (loss) for the financial year 1,136
Profit (loss) not recognized in the income statement of the reporting financial year
Shareholders contributions to cover loss
Distributable profit (loss) at the end of the financial year of the reporting period 8,093
Transfers from reserves
Distributable profit (loss) in total 8,093
Profit distribution: (323)
– Profit transfers to the legal reserves
-Profit transfers to the reserves for own shares acquisition
– Profit transfers to other reserves
– Profit to be paid as dividends* (323)
– Profit to be paid as annual payments (bonus) and for other purposes
Retained earnings (loss) at the end of the financial year 7,770

*0.10 EUR is paid per share.

  1. Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 is not used.

To use the reserve (or the part of it) for the purchase of own shares and to purchase shares in the public joint stock company INVL Baltic Farmland by the rules mentioned below:

1) The goal for the purchase of own shares – to ensure for shareholders a possibility to sell company’s shares.

2) The maximum number of shares to be acquired – the nominal value of own shares by the public joint stock company INVL Baltic Farmland, which may not exceed 1/10 of share.

3) The period during which the public joint stock company INVL Baltic Farmland may purchase its own shares 18 months from the day of this resolution.

4) The maximum and minimal one share acquisition price:  the maximum one share acquisition price- EUR 5.00, the minimal one share acquisition price – EUR 3.00.

5) The conditions of the selling of the purchased shares and minimal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

The Board of INVL Baltic Farmland is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.
From the date of this resolution the resolution of the General Shareholders Meeting on 22 March 2019 on the acquisition of own shares expires.

6. Regarding approval of the Remuneration Policy of the public joint stock company INVL Baltic Farmland

1) To approve the Remuneration Policy of the public joint stock company INVL Baltic Farmland, and to determine that it shall be valid from the day of its approval.

2) To instruct the manager of the Company to publish the Remuneration Policy on the Company’s website and ensure proper implementation of the Policy.

Regarding the dividend payment for the shareholders and ex-date:

Persons, who will be shareholders of INVL Baltic Farmland at the end of 6th April 2020 the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 3th April 2020. From that date the new owner of the shares of INVL Baltic Farmland, ISIN code LT0000128753, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2019.

Regarding the Audit Committee report of the Company:

According to the Regulations of the Audit Committee of INVL Baltic Farmland (approved during the General Shareholders Meeting of the Company that was held on 22 March 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

The person authorized to provide additional information:
Egle Surpliene
Director
E-mail: [email protected]


INVL Baltic Farmland_Annual information_2019.pdf
INVL Baltic Farmland_audit committee activity report_2019.pdf
INVL Baltic Farmland_Remuneration_Policy.pdf

Meetings of 18 October 2019

The resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Farmland that was held on 18 October 2019:

1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

1.1.  To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the INVL Baltic Farmland, AB for 2019 financial year and establish the payment in amount of EUR 10,900 for audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts).

1.2.  To authorise the manager of INVL Baltic Farmland, AB to negotiate other terms and conditions of the audit services contract (including remuneration for additional services).

 

The person authorized to provide additional information:
Egle Surpliene
Director
E-mail: [email protected]

Meeting of 22 March 2019

Resolutions of the Ordinary General Shareholders meeting of INVL Baltic Farmland held on 22th March 2019:

  1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2018

Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2018 (there is no voting on this issue of agenda).

  1. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland.

Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements and consolidated annual report of INVL Baltic Farmland (there is no voting on this issue of agenda).

  1. Approval of the consolidated and stand-alone financial statements for 2018 of the public joint-stock company INVL Baltic Farmland

To approve the consolidated and stand-alone financial statements for 2018 of the public joint-stock company  INVL Baltic Farmland.

  1. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.

To distribute profit of the public joint-stock company INVL Baltic Farmland as follows:

Article (thousand EUR)
Retained earnings (loss) at the begining of the financial year of the reporting period 6,167
Net profit (loss) for the financial year 1,113
Profit (loss) not recognized in the income statement of the reporting financial year
Shareholders contributions to cover loss
Distributable profit (loss) at the end of the financial year of the reporting period 7,280
Transfers from reserves
Distributable profit (loss) in total 7,280
Profit distribution: (323)
– Profit transfers to the legal reserves
-Profit transfers to the reserves for own shares acquisition
– Profit transfers to other reserves
– Profit to be paid as dividends* (323)
– Profit to be paid as annual payments (bonus) and for other purposes
Retained earnings (loss) at the end of the financial year 6,957

*0.10 EUR is paid per share.

  1. Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 is not used.

To use the reserve (or the part of it) for the purchase of own shares and to purchase shares in the public joint stock company INVL Baltic Farmland by the rules mentioned below:

1) The goal for the purchase of own shares – to ensure for shareholders a possibility to sell company’s shares.

2) The maximum number of shares to be acquired – the nominal value of own shares by the public joint stock company INVL Baltic Farmland, which may not exceed 1/10 of share.

3) The period during which the public joint stock company INVL Baltic Farmland may purchase its own shares 18 months from the day of this resolution.

4) The maximum and minimal one share acquisition price:  the maximum one share acquisition price- EUR 5.00, the minimal one share acquisition price – EUR 3.00.

5) The conditions of the selling of the purchased shares and minimal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

The Board of INVL Baltic Farmland is delegated on the basis of this resolution and the Law on Companies of the Republic of Lithuania to organise purchase and sale of own shares, to organise purchase and selling procedure of own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares’ price, and to complete all other actions related with purchase and sale procedure of own shares.
From the date of this resolution the resolution of the General Shareholders Meeting on 10 April 2018 on the acquisition of own shares expires.

 

Regarding the dividend payment for the shareholders and ex-date: 

Persons, who will be shareholders of INVL Baltic Farmland at the end of 5 April 2019, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 4th April 2018. From that date the new owner of the shares of INVL Baltic Farmland, ISIN code LT0000128753, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2018.

Regarding the Audit Committee report of the Company:

According to the Regulations of the Audit Committee of INVL Baltic Farmland (approved during the General Shareholders Meeting of the Company that was held on 22 March 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

 

The person authorized to provide additional information:
Egle Surpliene
Director
E-mail: [email protected]


INVL Baltic Farmland_audit committee activity report_2018.pdf 
INVL Baltic Farmland_annual audited information_2018.pdf 

Meeting of 9 November 2018

The resolutions of the General Extraordinary Shareholders Meeting of INVL Baltic Farmland that was held on 9 November 2018:

1. Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the AB INVL Baltic Farmland for 2018 financial year and establish the payment in amount of EUR 6,300 for audit of annual financial statements set and opinion on the annual report (VAT will be calculated and payed additionally in accordance with order established in legal acts).

 

The person authorized to provide additional information:
Egle Surpliene
Director
E-mail: [email protected]

Meeting of 10 April 2018

The resolutions of the Ordinary General Shareholders Meeting of INVL Baltic Farmland that was held on 10 April 2018:

  1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2017

Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2017 (there is no voting on this issue of agenda).

  1. Presentation of the independent auditor’s report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland.

Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements and consolidated annual report of INVL Baltic Farmland (there is no voting on this issue of agenda).

  1. Approval of the consolidated and stand-alone financial statements for 2017 of the public joint-stock company INVL Baltic Farmland

To approve the consolidated and stand-alone financial statements for 2017 of the public joint-stock company  INVL Baltic Farmland.

  1. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.

To distribute profit of the public joint-stock company INVL Baltic Farmland as follows:

Article (thousand EUR)
Retained earnings (loss) at the begining of the financial year of the reporting period 5,767
Net profit (loss) for the financial year 885
Profit (loss) not recognized in the income statement of the reporting financial year
Shareholders contributions to cover loss
Distributable profit (loss) at the end of the financial year of the reporting period 6,652
Transfers from reserves
Distributable profit (loss) in total 6,652
Profit distribution: (484)
– Profit transfers to the legal reserves
-Profit transfers to the reserves for own shares acquisition
– Profit transfers to other reserves
– Profit to be paid as dividends* (484)
– Profit to be paid as annual payments (bonus) and for other purposes
Retained earnings (loss) at the end of the financial year 6,168

*0.15 EUR is paid per share.

  1. Regarding approval of the new wording of the Dividend Payment Policy of the public joint-stock company INVL Baltic Farmland

To approve the new wording of the Dividend Payment policy (attached) of the public joint-stock company INVL Baltic Farmland

  1. Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland

Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 is not used.

To use the reserve (or the part of it) for the purchase of own shares and to purchase shares in the public joint stock company INVL Baltic Farmland by the rules mentioned below:

1) The goal for the purchase of own shares – to ensure for shareholders a possibility to sell company’s shares.

2) The maximum number of shares to be acquired – the nominal value of own shares by the public joint stock company INVL Baltic Farmland, which may not exceed 1/10 of share.

3) The period during which the public joint stock company INVL Baltic Farmland may purchase its own shares 18 months from the day of this resolution.

4) The maximum and minimal one share acquisition price:  the maximum one share acquisition price- EUR 5.00, the minimal one share acquisition price – EUR 3.00.

5) The conditions of the selling of the purchased shares and minimal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

  1. Regarding election of the members of the Board of the public joint stock company INVL Baltic Farmland

To elect for a period of 4 (four) years terms the persons named below as members of the Board of the public joint stock company INVL Baltic Farmland

  1. Alvydas Banys
  2. Indrė Mišeikytė
  3. Darius Šulnis
  1. Regarding approval of the new wording of the Articles of Associations of the public joint stock company INVL Baltic Farmland
  1. In accordance with the current version of the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the public joint stock company INVL Baltic Farmland (attached), changing the entire text of the Articles of Association (without further amendment of the separate Clauses of the Articles of Association).
  2. To authorize Eglė Surplienė, manager of the public joint stock company INVL Baltic Farmland, to sign the new wording of the Articles of Association of the public joint stock company INVL Baltic Farmland

Regarding the dividend payment for the shareholders: 

Persons, who will be shareholders of INVL Baltic Farmland at the end of 24 April 2018, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

Regarding the Audit Committee report of the Company:

According to the Regulations of the Audit Committee of INVL Baltic Farmland (approved during the General Shareholders Meeting of the Company that was held on 22 March 2017), the Audit Committee informs the Annual General Shareholders Meeting of the Company about its activities providing a written report (attached).

 


INVL Baltic Farmland_Audit Committee Report.pdf 
INVL Baltic Farmland_annual information_2017.pdf 
INVL Baltic Farmland_Articles of Association.pdf 
INVL Baltic Farmland dividend payment policy.pdf 
Information about the candidates to the Board.pdf 

Meeting of 22 March 2017

Resolutions
1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report.
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland (There is no voting on this issue of agenda).
2. Presentation of the independent auditor’s report on the financial statements of the public joint-stock company INVL Baltic Farmland.
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements of INVL Baltic Farmland (There is no voting on this issue of agenda).
3. On the approval of the consolidated and stand-alone financial statements for 2016 of the public joint-stock company INVL Baltic Farmland.
To approve the consolidated and companies financial statements for 2016 of the public joint-stock company INVL Baltic Farmland
4. Regarding the distribution of the public joint-stock company INVL Baltic Farmland profit.
To distribute the profit of the public joint-stock company INVL Baltic Farmland as follows:
Article (thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period 4,800
Net profit (loss) for the financial year 1,193
Profit (loss) not recognized in the income statement of the reporting financial year
Shareholders contributions to cover loss
Distributable profit (loss) at the end of the financial year of the reporting period 5,993
Transfers from reserves
Distributable profit (loss) in total 5,993
Profit distribution: (226)
– Profit transfers to the legal reserves
-Profit transfers to the reserves for own shares acquisition
– Profit transfers to other reserves
– Profit to be paid as dividends* (226)
– Profit to be paid as annual payments (bonus) and for other purposes
Retained earnings (loss) at the end of the financial year 5,767
*0.07 EUR is paid for one share
5. Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland.
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 3,079,668.66 is not used.
To use the reserve (or the part of it) for the purchase of own shares and to purchase shares in the public joint stock company INVL Baltic Farmland by the rules mentioned below:
1) The goal for the purchase of own shares – to ensure for shareholders a possibility to sell company’s shares.
2) The maximum number of shares to be acquired – the nominal value of own shares by the public joint stock company INVL Baltic Farmland, which may not exceed 1/10 of share.
3) The period during which the public joint stock company INVL Baltic Farmland may purchase its own shares 18 months from the day of this resolution.
4) The maximum and minimal one share acquisition price:  the maximum one share acquisition price- EUR 4.5, the minimal one share acquisition price – EUR 3.16.
5) The conditions of the selling of the purchased shares and minimal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.
6. Approval of the regulations of the Audit Committee.
To approve the regulations of the Audit Committee of INVL Baltic Farmland, AB (enclosed).
7. Regarding election of the Audit Committee members.
To cancel Danutė Kadanaitė and Thomas Bubinas from AB INVL Baltic Farmland audit committee members. To elect Danguolė Pranckėnienė (independent member) and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Farmland, AB for the 4 (four) years term of office.
8. Regarding approval of the remuneration for the Audit Committee members.
For a work in the Audit Committee of INVL Baltic Farmland, AB, to set a rate not higher than EUR 145 per hour. To delegate to the Board of the Company to determine the remuneration payment procedure for the Audit Committee members.
Attachments:

Meeting of 25 March 2016

Resolutions
1.  Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report. Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland (There is no voting on this issue of agenda).

2.  Presentation of the independent auditor’s report on the financial statements of the public joint-stock company INVL Baltic Farmland. Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements of INVL Baltic Farmland (There is no voting on this issue of agenda).

3.  On the approval of the consolidated and stand-alone financial statements for 2015 of the public joint-stock company INVL Baltic Farmland. To approve the consolidated and companies financial statements for 2015 of the public joint-stock company INVL Baltic Farmland.

4.  Regarding the distribution of the public joint-stock company INVL Baltic Farmland profit. To distribute the profit of the public joint-stock company INVL Baltic Farmland as follows:

Article (thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period 4,180
Net profit (loss) for the financial year 838
Profit (loss) not recognized in the income statement of the reporting financial year (1)
Shareholders contributions to cover loss
Distributable profit (loss) at the end of the financial year of the reporting period 5,017
Transfers from reserves
Distributable profit (loss) in total 4,377
Profit distribution:
– Profit transfers to the legal reserves
-Profit transfers to the reserves for own shares acquisition
– Profit transfers to other reserves
– Profit to be paid as dividends* (217)
– Profit to be paid as annual payments (bonus) and for other purposes
Retained earnings (loss) at the end of the financial year 4,800

*0.066 EUR is paid for one share

Regarding allocation of the dividends for the shareholders:
Persons, who will be shareholders of INVL Baltic Farmland at the end of 11 April 2016, the tenth day after the general shareholders meeting to approve the resolution to allocate part of company’s profit for the payment of dividends, are entitled to receive dividends.

Meeting of 28 October 2015

Resolutions
1.  Regarding election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

To conclude an agreement with UAB PricewaterhouseCoopers (code – 111473315) to carry out of the audit of the annual financial statements of the public joint stock company INVL Baltic Farmland for 2015, 2016 and 2017 financial years and establish the payment in amount of EUR 6,000 for audit of annual financial statements of each calendar year (VAT will be calculated and payed additionally in accordance with order established in legal acts). To authorize the Company‘s Manager to set other terms of audit services agreement (including payment for additional services).

2.  Regarding the registered office address of the public joint stock company INVL Baltic Farmland
To change the registered office address of the public joint stock company INVL Baltic Farmland and to register the office at municipality of Vilnius, Vilnius city, Gyneju str. 14.

3.  Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 3,079,668.66 is not used. To use the reserve (or the part of it) for the purchase of own shares and to purchase shares in the public joint stock company INVL Baltic Farmland by the rules mentioned below:

1) The goal for the purchase of own shares –  to ensure for shareholders a possibility to sell company’s shares.
2) The maximum number of shares to be acquired – the nominal value of own shares by the public joint stock company INVL Baltic Farmland, which may not exceed 1/10 of share.
3) The period during which the public joint stock company INVL Baltic Farmland may purchase its own shares 18 months from the day of this resolution.
4) The maximum and minimal one share acquisition price:  the maximum one share acquisition price- EUR 4, the minimal one share acquisition price – EUR 2.87.
5) The conditions of the selling of the purchased shares and minimal purchase price: the acquired own shares may be annulled by the decision of the General Shareholders Meeting or sold by the decision of the Board on condition the minimum price of sale of own shares shall be equal to the price at which they were acquired and the procedure of selling the shares shall ensure equal opportunities for all shareholders to acquire the said shares.

The Board of the public joint stock company INVL Baltic Farmland is delegated on the basis of this resolution and the Law on companies of the Republic of Lithuania to organize purchase and sale of own shares, to organize purchase and selling procedure own shares and to determine an order and timing for purchase and sale of own shares as well as the amount of shares and shares price, and to complete all other actions related with purchase and sale procedure of own shares.

Meetings of 24 March 2015

Resolutions
1.  Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report.
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland (There is no voting on this issue of agenda).

2.  Presentation of the independent auditor’s report on the financial statements of the public joint-stock company INVL Baltic Farmland. Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor’s report on the financial statements of INVL Baltic Farmland (There is no voting on this issue of agenda).

3.  On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Baltic Farmland. To approve the consolidated and companies financial statements for 2014 of the public joint-stock company INVL Baltic Farmland.

4.  Regarding the distribution of the public joint-stock company INVL Baltic Farmland profit.

To distribute the profit of the public joint-stock company INVL Baltic Farmland as follows:

Article (thousand LTL) (thousand EUR)
Retained earnings (loss) at the begining of the financial year of the reporting period 14 806 4 288
Net profit (loss) for the financial year 309 89
Profit (loss) not recognized in the income statement of the reporting financial year
Shareholders contributions to cover loss  –   –
Distributable profit (loss) at the end of the financial year of the reporting period 15 115 4 377
Transfers from reserves
Distributable profit (loss) in total 15 115 4 377
Profit distribution:   –    –
– Profit transfers to the legal reserves   –    –
-Profit transfers to the reserves for own shares acquisition          –               –
– Profit transfers to other reserves     –     –
– Profit to be paid as dividends* 682 197
– Profit to be paid as annual payments (bonus) and for other purposes    –
Retained earnings (loss) at the end of the financial year 14 433 4 180

*0.06 EUR is paid for one share

5.  Regarding the approval of the joint-stock company INVL Baltic Farmland dividend payment policy.
To approve the dividend payment policy of the joint-stock company INVL Baltic Farmland (attached).

6.  Regarding the decrease of the joint-stock company INVL Baltic Farmland authorised capital.
In order to cancel owned 2 660 ordinary registered shares of the joint-stock company INVL Baltic Farmland, to decrease authorised capital of the joint-stock company INVL Baltic Farmland from LTL 3 294 209 to LTL 3 291 549. The authorised capital is reduced in order to cancel owned 2 660 ordinary registered shares, nominal value 1 LTL, of the joint-stock company INVL Baltic Farmland.

7.  Regarding the change of the public joint-stock company INVL Baltic Farmland share capital and par value of its shares.
According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one INVL Baltic Farmland share will be changed from LTL 1 to EUR 0,29 cents and the share capital will accordingly be reduced to EUR 954 549,21.

8.  Regarding the approval of the New Wording of the public joint-stock company INVL Baltic Farmland Articles of Association.
According to the resolutions of the General Shareholderā€™s Meeting, decided in the 6th and 7th items of the agenda and according to the 2000 July 13th Republic of Lithuania Law on Limited Liability Companies No. VIII-1835 current version and Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law, to approve the new Wording of INVL Baltic Farmland Articles of Association (attached) by changing all the text.
To authorize Darius Sulnis, a manager of the public joint-stock company INVL Baltic Farmland, to sign new wording of the Articles of Association of the public joint-stock company INVL Baltic Farmland.

9.  Regarding the approval of agreement with private limited company INVL Farmland Management.
To make an agreement with private limited company INVL Baltic Farmland based on which to transfer to the before mentioned company the administration of assets owned by joint-stock company INVL Baltic Farmland subsidiaries. To determine that annual management fee paid to INVL Farmland Management, UAB shall not exceed 7 percent of income plus 0.5 percent of INVL Baltic Farmland, AB market capitalization. In the case of bad debts exceeding 5 percent of income, surplus shall be fully compensated by INVL Farmland Management, UAB. As well as to set a success fee of 20 percent from the share of the return (change in equity including payed-out money to shareholders in a form of dividends or capital reduction) exceeding the pre-determined annual return of 5 percent plus inflation (applying the high watermark, or the highest historical value principal). Starting point for the calculation of the return is equity size at the end of the day 31 March 2015.

Meeting of 25 June 2014

Resolutions
1.  Regarding purchase of own shares of INVL Baltic Farmland, AB

A reserve for purchase of own shares, which is equal to LTL 10,659,595.78, was formed in INVL Baltic Farmland.

Seeking to ensure for shareholders a possibility to sell company’s shares, to delegate the Board to adopt decisions, on the basis of conditions set out below, on purchase of own shares of INVL Baltic Farmland through the market of official offer of NASDAQ OMX Vilnius, in accordance with the market rules.

Max number of shares to be acquired – the total nominal value of own shares acquired during the whole period may not exceed 1/10 of share capital.

The period during which the company may acquire its own shares – 12 months from the day of this resolution.
The maximum one share acquisition price – EUR 4.00 (LTL 13.81), minimum one share acquisition price – EUR 2.86 (LTL 9.88).

Purchased own shares may be cancelled by the decision of the General Shareholders Meeting or sold by the decision of the Board upon the condition that minimum sale price for one share isn’t lower than value of consolidated equity per one share calculated according to the last financial statements of INVL Baltic Farmland, which was announced before the decision of the Board, and the sale procedure will ensure equal possibilities for all shareholders to purchase these shares.

The Board of INVL Baltic Farmland, in accordance with this resolution and the requirements of the Company Law of the Republic of Lithuania, is delegated to organise purchase and sale of own shares, to determine order, time, amount and price of acquired and purchased shares, as well as to perform other actions related to the purchase and sale of own shares.

Meeting of 23 December 2014

Resolutions
1.  Regarding election of the audit company to audit financial statements of the financial year 2014 and setting the conditions of payment for the audit services.
To elect joint-stock company PricewaterhouseCoopers, code 111473315, to audit annual financial statements for the financial year 2014.
To set the payment for the audit services not more than LT 24 000 (twenty four thousand litas), VAT is not included in this amount.

2.  Regarding replacement of the registered office of INVL Baltic Farmland.
To change the registered office of INVL Baltic Farmland and to register the new address in the premises located at Seimyniskiu str. 1A, Vilnius, Lithuania (unique No. 1399-8031-1015).

3.  Regarding election of the Audit Committee members. To elect Danute Kadanaite and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Farmland, AB for the 4 (four) years term of office.

4.  Regarding approval of the remuneration for the Audit Committee members.
For a work in the Audit Committee of INVL Baltic Farmland, AB, to set a rate not higher than 500 Litas per hour. To delegate to the Board of the Company to determine the remuneration payment procedure for the Audit Committee members.

5.  Approval of the regulations of the formation and activity of the Audit Committee.
To approve the regulations of the formation and activity of the Audit Committee of INVL Baltic Farmland, AB.