Public joint stock company INVL Baltic Farmland, legal entity code 303299781, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company” or “ INVL Baltic Farmland”), informs that on the initiative and decision of the Management board, the General Ordinary Shareholders Meeting (hereinafter- “the Meeting”) is to be held on 29th March 2023.
The place of the Meeting: the office of Company, the address Gyneju str. 14, Vilnius.
The Meeting will start at 9:00 a.m. (registration starts at 8:30 a.m.).
The Meeting’s accounting day 22nd March 2023 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting).
The day of accounting of rights is 13th April 2023.
The total number of the Company’s shares is 3,291,549 shares. Considering that the Company has acquired its own shares, the total number of votes at the Company’s shareholders’ meeting is 3,228,510 votes.
Agenda of the Meeting:
Draft resolutions of the Meeting:
1. Presentation of the Company‘s consolidated annual report for 2022
1.1. Shareholders of the Company are presented with the consolidated annual report of the Company for 2022 (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 Company
2.1. Shareholders of the Company are presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (there is no voting on this issue of agenda).
3. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022
3.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2022 (attached).
4. Approval of the consolidated and stand-alone financial statements for 2022 of the Company
4.1. To approve the consolidated and stand-alone financial statements for 2022 of the Company.
5. Deciding on profit distribution of the Company
5.1. To distribute profit of the Company as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 8,817 |
| Net profit (loss) for the financial year | 1,968 |
| 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 | 10,785 |
| Transfers from reserves | – |
| Distributable profit (loss) in total | 10,785 |
| 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 | 10,301 |
*0.15 EUR is paid per share
6. Regarding the amendment of the Articles of Association of the Company, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association
6.1. Considering that from 2022 November 30 the new version of the Law on Companies of the Republic of Lithuania (hereinafter – “Law on Companies“) entered into force, by which the provisions of Article 37 (2) were also adjusted, it is proposed to the shareholders of the Company to specify the competence of the Company’s Board, established in the Company’s Articles of Association, regarding transactions with related parties and to approve a new version of the Company’s Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association).
6.2. To authorise the director of the Company Egle Surpliene (with the right to sub-delegate) to sign the new wording of the Company’s Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.
7. Regarding the approval of new version of the Remuneration policy
7.1. Considering the fact that after the appointment of an independent member of the board, he is paid the remuneration determined by the decision of the general meeting of shareholders, the Company’s Remuneration Policy is updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Company’s remuneration policy (attached).
7.2. In accordance with the provisions of the Law on Companies of the Republic of Lithuania, when changing the remuneration policy, all remuneration reports approved after the last general meeting of shareholders voting on the remuneration policy are submitted to the general meeting of shareholders (attached).
8. Regarding the approval of new version of Regulations of Audit Committee
8.1. Considering the changes in the Law on Companies regarding the evaluation of transactions with the Company’s related party, the Regulations of the Audit Committee are updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Regulations of Audit Committee (attached).
9. Regarding the purchase of own shares of the Company
9.1. Until the day of the General Shareholders Meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 not used.
9.2. 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 capital.
(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.
9.3. 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 27 April 2022 on the acquisition of own shares expires.
10. Regarding the Report of the Audit Committee of the Company
10.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 22 March 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached) (no decision is taken on this item of the agenda).
The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting and other information related to the realization of shareholders’ rights are published on the Company’s website https://invlbalticfarmland.com/ section For investors, and also by prior agreement available at the premises of the Company, located at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) during working hours. Phone for information +370 5 279 0601.
The shareholders are entitled:
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 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.
Shareholders of the Company are urged to use the right to vote on the issues in the agenda of the Meeting by submitting properly completed general voting bulletins to the Company in advance. The form of general voting bulletin is presented at the Company’s webpage https://invlbalticfarmland.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 no later than 10 days prior to the Meeting free of charge. If general voting bulletin is signed by a person authorized by the shareholder, it should be accompanied by a document certifying the right to vote.
The Company invites its shareholders who decide to participate in the Meeting to choose one of the following alternatives:
__________
Alternative No. 1:
A shareholder or person authorised by them should complete and sign a written voting bulletin and send it to the Company by e-mail ( [email protected]) and send the original bulletin by registered or ordinary post to the address Gynėjų str. 14, LT-01109 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gynėjų str. 14, LT-01109 Vilnius without submitting a copy to the e-mail address specified or delivered in person to the Company on business days at the Company‘s registered address mentioned above. Along with a bulletin, a document confirming the right to vote must also be sent. Those voting bulletins shall be deemed valid which are properly completed and are received before the start of the general shareholders meeting.
__________
Alternative No. 2:
A shareholder or person authorised by them should complete a written voting bulletin, save it on their computer and sign it with a qualified electronic signature. Send the written voting bulletin which is properly completed and signed with a qualified electronic signature to the Company by e-mail at [email protected]
The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign.
__________
Alternative No. 3:
If shareholders of the Company do not have the possibility to use voting alternatives No. 1 or No. 2, the Company will provide conditions for the shareholders or persons duly authorised by them to come on 29th March 2023 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.
The person authorized to provide additional information:
Director
Egle Surplienė
E-mail [email protected]
2023 INVL Baltic Farmland_Articles of Association.pdf
abinvlbalticfarmland-2022-12-31-en.zip
General Voting Bulletin.pdf
INVL Baltic Farmland_audit committee activity report_2022.pdf
INVL Baltic Farmland_Remuneration_Policy_2023.pdf
Regulation of Audit Committee_2023.pdf
Remuneration report_2020.pdf
Remuneration report_2021.pdf
Remuneration report_2022.pdf
Resolutions of the General Extraordinary Shareholders meeting of INVL Baltic Farmland that was held on 31 October 2022.
1. Regarding the adjustment of the terms of payment for audit services
1.1. To set an additional remuneration of up to EUR 6,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company’s audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2022 year in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.
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 2023 year and establish the payment in the amount of EUR 12,200 per year plus indexation (price increase) based on the average annual inflation published by the Department of Statistics under the Government of the Republic of Lithuania in April of 2023, calculated based on the harmonized index of consumer prices (HICP) plus EUR 6,000 for single electronic reporting format (ESEF) verification (VAT will be calculated and paid additionally in accordance with the order established in legal acts). The Board of the INVL Baltic Farmland, AB reserves the right to increase the remuneration of the audit company by no more than 25 percent of the total remuneration approved by this decision, if the scope of audit work changes significantly.
The person authorized to provide additional information:
Egle Surpliene
Director
E-mail: [email protected]
Resolutions of the General Shareholders meeting of INVL Baltic Farmland that was held on 27 April 2022.
Draft resolutions of the Meeting:
1. Presentation of the Company‘s consolidated annual report for 2021
1.1. Shareholders of the Company are presented with the consolidated annual report of the Company for 2021 (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 Company
2.1. Shareholders of the Company are presented with the independent auditor’s report on the financial statements and consolidated annual report of the Company (there is no voting on this issue of agenda).
3. Regarding the assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2021
3.1. To assent to the remuneration report of the Company, as a part of the consolidated annual report of the Company for the year 2021 (attached).
4. Approval of the consolidated and stand-alone financial statements for 2021 of the Company
4.1. To approve the consolidated and stand-alone financial statements for 2021 of the Company.
5. Deciding on profit distribution of the Company
5.1. To distribute profit of the Company as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 8,181 |
| Net profit (loss) for the financial year | 1,411 |
| 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 | 9,592 |
| Transfers from reserves | – |
| Distributable profit (loss) in total | 9,592 |
| Profit distribution: | -775 |
| – 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** | -775 |
| – Profit to be paid as annual payments (bonus) and for other purposes | – |
| Retained earnings (loss) at the end of the financial year | 8,817 |
*the reserve is formed to purchase own shares
**0.24 EUR is paid per share
6. Regarding the election of members of the Board
6.1. To elect for a period of 4 (four) years terms the below mentioned persons as members of the Board of the public joint stock company INVL Baltic Farmland:
The newly elected members of the Board shall take up their duties upon adoption of this decision.
7. Regarding the determination of the remuneration of the independent member of the Board of the Company
7.1. To set the hourly remuneration of the elected independent member of the Board of the Company at EUR 200 per hour (before taxes) for his service on the Board of the Company and to delegate the Board of the Company to conclude an agreement with this independent member of the Board of the Company and to establish other terms and conditions of the agreement.
8. Regarding the amendment of the Articles of Association of the Company, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association
8.1. Considering the provisions of the Law on Companies of the Republic of Lithuania (hereinafter – “Law on Companies“) that if the supervisory board is not established in a public limited liability company whose shares are admitted to trading on the regulated market, the Articles of Association of the Company should determine the Company‘s Board performance of the supervisory functions established in Paragraph 11 of Article 34 of the Law on Companies. Therefore, it is proposed to the shareholders of the Company to o approve a new version of the Company’s Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association).
8.2. To authorise the director of the Company Egle Surpliene (with the right to sub-delegate) to sign the new wording of the Company’s Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.
9. Regarding the purchase of own shares of the Company
9.1. Until the day of the General Shareholders Meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 not used.
9.2. 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.
9.3. 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 9 April 2021 on the acquisition of own shares expires.
10. Regarding the adjustment of the terms of payment for audit services
10.1. To set an additional salary of up to EUR 4,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company’s audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2021 and 2022 years in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.
11. Regarding the Report of the Audit Committee of the Company
11.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 22 March 2017 by decision of the General Meeting of Shareholders of the Company), the shareholders are hereby briefed on the activity report of the Audit Committee of the Company (attached) (no decision is taken on this item of the agenda).
Regarding the dividend payment for the shareholders and ex-date:
Persons, who will be shareholders of INVL Baltic Farmland at the end of 11 May 2022 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 10 May 2022. 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 2021.
The person authorized to provide additional information:
Director Egle Surpliene
E-mail: [email protected]
abinvlbalticfarmland-2021-12-31-en.zip
2. Remuneration report 2021.pdf
3. Members of the Board_Farmland.pdf
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
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]
Resolutions of the General Shareholders meeting of INVL Baltic Farmland that was held on 23rd March 2020.
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).
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).
To approve the consolidated and stand-alone financial statements for 2019 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.
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
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]
Resolutions of the Ordinary General Shareholders meeting of INVL Baltic Farmland held on 22th March 2019:
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).
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).
To approve the consolidated and stand-alone financial statements for 2018 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.
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
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]
The resolutions of the Ordinary General Shareholders Meeting of INVL Baltic Farmland that was held on 10 April 2018:
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).
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).
To approve the consolidated and stand-alone financial statements for 2017 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.
To approve the new wording of the Dividend Payment policy (attached) 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.
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
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
| 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 |
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.
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.
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.
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.
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.