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:
- Alvydas Banys (personal code and place of residence withheld).
- Indrė Mišeikytė (personal code and place of residence withheld).
- Tomas Bubinas (independent member) (personal code and place of residence withheld).
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: egle.surpliene@invaldainvl.com
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