Resolutions of the general meeting of shareholders of INVL Baltic Farmland held on April 27, 2022.
Draft resolutions of the Assembly:
1. Company presentation consolidated annual report for 2021
1.1. The shareholders of the Company receive the consolidated annual report of the Company for 2021 (there is no vote on this question on the agenda).
2. Presentation of the independent auditor’s report on the financial statements and consolidated company annual report
2.1. The shareholders of the Company receive the report of the independent auditor on the financial statements and the consolidated annual report of the Company (there is no vote on this question on the agenda).
3. With regard to the approval of the remuneration report of the Company, within the framework of the consolidated annual report of the Company for the year 2021
3.1. To approve the remuneration report of the Company, within the framework 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 the company
4.1. Approve the consolidated and individual financial statements for 2021 of the Company.
5. Decide on the distribution of the profits of the Company
5.1. Distribute the profits of the Company as follows:
|Article||(in thousands of euros)|
|Retained earnings (losses) at the beginning of the year of the reporting period||8,181|
|Net profit (loss) for the year||1,411|
|Profit (loss) not recognized in the income statement of the accounting period||–|
|Shareholder contributions to cover losses||–|
|Distributable profit (loss) at the end of the reporting period||9,592|
|Transfers from reserves||–|
|Total distributable profit (loss)||9,592|
|Distribution of profits:||-775|
|– Transfers of profits to legal reserves||–|
|-Transfer of profits to reserves for acquisition of own shares*||–|
|– Profit transfers to other reserves||–|
|– Profit to be paid in the form of dividends**||-775|
|– Profit to be paid out in annual installments (bonus) and for other purposes||–|
|Retained earnings (losses) at the end of the year||8,817|
*the reserve is set aside to purchase treasury shares
**0.24 EUR is paid per share
6. Regarding the election of Board members
6.1. To elect for a period of 4 (four) years the persons mentioned below as members of the board of directors of the public limited company INVL Baltic Farmland:
- Alvydas Banys (personal code and place of residence not disclosed).
- Indrė Mišeikytė (personal code and place of residence not disclosed).
- Tomas Bubinas (independent member) (personal code and place of residence not disclosed).
The newly elected members of the Council shall take office upon the adoption of this decision.
7. Concerning the determination of the compensation of the independent member of the Board of the Company
7.1. Set the hourly remuneration of the independent member elected to the Board of Directors of the Company at EUR 200 per hour (excluding taxes) for his service within the Board of Directors of the Company and delegate the Board of Directors of the Company to conclude an agreement with such independent member of the Company’s board of directors and to establish other terms and conditions of the agreement.
8. Regarding the modification of the Company’s articles of association, the approval of the new version of the articles of association and the designation of a person authorized to sign the new version of the articles of association
8.1. Having regard to the provisions of the Company Law of the Republic of Lithuania (hereinafter – “Companies Act“) that if the Supervisory Board is not constituted in a public limited company whose shares are admitted to trading on the regulated market, the Company’s articles of association determine the exercise by the Board of the Company of the supervisory functions provided for in paragraph 11 of article 34 of the Company Law Accordingly, it is proposed to the shareholders of the Company to approve a new version of the articles of association of the Company (the draft articles of association are attached hereto), replacing the full text of the Articles of Association (without further approval of amendments to individual Articles of Association).
8.2. To authorize the administrator of the Company Egle Surpliene (with the option of sub-delegation) to sign the new drafting 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 Meeting, the reserve for the purchase of own shares which is equal to 3,079,669 EUR has not been used.
9.2. Use the reserve (or part of it) for the purchase of own shares and for the purchase of shares of the public limited company INVL Baltic Farmland according to the rules mentioned below:
(i) The objective of the purchase of own shares – to provide shareholders with the possibility of selling the company’s shares.
(ii) The maximum number of shares to be acquired – the nominal value of own shares of the public limited company INVL Baltic Farmland, which cannot exceed 1/10 of a share.
(iii) The period during which the public limited company INVL Baltic Farmland may purchase its own shares 18 months from the date of this resolution.
(iv) The maximum and minimum acquisition price of one share: the maximum acquisition price of one share – 5.00 EUR, the minimum acquisition price of one share – 3.00 EUR.
(v) The conditions for the transfer of shares purchased and minimum purchase price: the own shares acquired may be canceled by decision of the General Meeting or sold by decision of the Board, subject to the minimum price for the transfer of own shares being equal to the price at which they were acquired and the procedure for selling the shares must ensure that all shareholders have equal opportunities to acquire the said shares.
9.3. The Board of Directors of INVL Baltic Farmland is delegated, on the basis of this resolution and the Company Law of the Republic of Lithuania, to organize the purchase and sale of own shares, to organize the procedure for purchase and sale of treasury shares and to determine the order and timing of the purchase and sale of treasury shares as well as the amount of shares and the price of shares, and to carry out all other actions related to the procedure for the purchase and sale of own shares.
As of this resolution, the resolution of the General Meeting of April 9, 2021 relating to the acquisition of own shares expires.
10. Concerning the adjustment of payment conditions for audit services
10.1. 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 the legal acts) to the audit company of the Company UAB PricewaterhouseCoopers, entity code legal 111473315, for the audit services of the annual accounts financial statements for the years 2021 and 2022 in order to meet the requirements of Articles 3 and 4 of 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 declaration format.
11. Regarding the report of the company’s audit committee
11.1. In accordance with the internal regulations of the Company’s audit committee (approved on March 22, 2017 by decision of the general meeting of shareholders of the Company), shareholders are informed of the activity report of the Company’s audit committee ( attached) (no decision was taken on this agenda item).
Regarding the payment of the dividend to shareholders and the ex-dividend date:
Persons who will be shareholders of INVL Baltic Farmland at the end of May 11, 2022, the tenth day after the General Meeting of Shareholders to approve the resolution to allocate part of the profit of the Company to the payment of dividends, have the right to receive dividends.
The ex-date is May 10, 2022. From this date, the new owner of the shares of INVL Baltic Farmland, ISIN code LT0000128753, which were acquired on the stock exchange with a settlement cycle of T+2, has no not entitled to dividends for the year 2021. .
The person authorized to provide additional information:
Director Egle Surpliene
E-mail: [email protected]