Resolutions of the General Ordinary Shareholders‘ Meeting of INVL Baltic Farmland that was held on 29 March 2023.
1. Presentation of the Company‘s consolidated annual report for 2022
1.1. Shareholders of the Company were 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 were 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, the shareholders of the Company decided 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. The shareholders of the Company decided 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. The shareholders of the Company decided 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 were 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 person authorized to provide additional information:
Director Egle Surpliene
E-mail: [email protected]
2023 INVL Baltic Farmland_Articles of Association.pdf
abinvlbalticfarmland-2022-12-31-en.zip
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
