Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Farmland and draft resolutions on agenda issue

INVL Baltic Farmland, AB (the registered address Gyneju str. 14 Vilnius, Lithuania,  identification code 303299781) (hereinafter - the Company) informs that on the initiative and decision of the Board of INVL Baltic Farmland, AB the General Extraordinary Shareholders Meeting of INVL Baltic Farmland, AB (hereinafter - the Meeting) is to be held on 18 October 2019.

The place of the Meeting: the office of INVL Baltic Farmland, AB, the address Gyneju str. 14, Vilnius.

The Meeting will startat 8:45 a.m. (registration starts at 8.15 a.m.).

The Meeting’s accounting day 11 October 2019 (the persons who are shareholders of the Company at the end of accounting day of the General Shareholders 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 General Shareholders Meeting).

The total number of shares of the Company amounts to 3,291,459 units. Given that the Company has acquired its own shares, the total number of votes for the quorum of the General Meeting of Shareholders amounts to 3,228,510 units of shares.

Agenda of the Meeting:

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

Draft resolutions of the Meeting:

  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 documents related to the agenda, draft resolutions on every item of agenda, documents what have to be submitted to the General Shareholders Meeting and other information related to realization of shareholders rights are published on the Company’s website www.invlbalticfarmland.com section For investors, also available in the office of INVL Baltic Farmland (Gyneju str. 14, Vilnius) during working hours. Phone for information +370 5 279 0601.

The shareholders are entitled: (i) to propose to supplement the agenda of the General Shareholders Meeting submitting draft resolution on every additional item of agenda or, than there is no need to make a decision - explanation of the shareholder (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes). Proposal to supplement the agenda is submitted in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by email farmland@invaldainvl.com. The agenda is supplemented if the proposal is received no later than 14 days before the General Shareholders Meeting.  In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10 days before the Meeting in the same way as on convening of the Meeting and (ii) to propose draft resolutions on the issues already included or to be included in the agenda of the General Shareholders Meeting at any time prior to the date of the General Shareholders meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by email farmland@invaldainvl.com) or in writing during the General Shareholders Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to submit questions to the Company related to the issues of agenda of the General Shareholders Meeting in advance but no later than 3 business days prior to the General Shareholders Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on business hours or by sending proposal to the Company by farmland@invaldainvl.com. All answers related to the agenda of the General Shareholders Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the General Shareholders Meeting or simultaneously to all shareholders of the Company prior to the General Shareholders Meeting. The company reserves the right to answer to those shareholders of the Company who can be identified and whose questions are not related to the company's confidential information or commercial secrets.

Shareholder participating at the General Shareholders Meeting and having the right to vote, must submit documents confirming personal identity. Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the General Shareholders Meeting. A power of attorney issued by a natural person must be certified by a notary. The representative has the same rights as his represented shareholder at the General Shareholders Meeting. The authorized persons must have documents 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 General Shareholders Meeting. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by law. The Company does not establish special form of power of attorney. The persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Shareholders 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 General Shareholders 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 farmland@invaldainvl.com not later than on the last business day before the General Shareholders 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.

The Company is not providing the possibility to attend and vote at the General Shareholders Meeting through electronic means of communication.

Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is presented at the Company's webpage www.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 against signature no later than 10 days prior to the General Shareholders Meeting free of charge. The filled general voting bulletin must be signed by the shareholder or its authorized representative. Document confirming the right to vote must be added to the general voting bulletin if an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General Shareholders Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior the Meeting.

The person authorized to provide additional information:
         Egle Surpliene
         Director
         E-mail: egle.surpliene@invaldainvl.com


INVL Baltic Farmland_General Voting Bulletin.pdf