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:
1.1. 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).
2.1. 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).
3.1. 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).
4.1. To approve the consolidated and stand-alone financial statements for 2022 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
6.1. 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.
7.1. 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).
8.1. 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 the Remuneration Committee (attached).
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.
10.1. 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:
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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.
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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.
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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]
