Published: 2020-09-28 15:10:00 CEST
INVL Baltic Farmland
General meeting of shareholders

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

INVL Baltic Farmland, AB, legal entity code 303299781, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company”), by the initiative and decision of the Board of of INVL Baltic Farmland, AB on  21st of October, 2020 the General Extraordinary Shareholders Meeting (hereinafter- “the Meeting”) is convened.

The place of the Meeting: the office of INVL Baltic Farmland, AB, 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 14th of October, 2020 (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 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 Meeting amounts to 3 228 510 units of shares.

Agenda of the Meeting:

  1. Regarding the approval of the extension of the agreement with UAB INVL Farmland Management and its arrangement in a recast version.
  2. Regarding the 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 the approval of the extension of the agreement with UAB INVL Farmland Management and its arrangement in a recast version.

1.1.      Considering that the agreement concluded with INVL Farmland Management, UAB, legal entity code 303788352, on 30 June 2015, expires on 31 December 2020, it is proposed to extension the agreement with INVL Farmland Management, UAB for a period of five years and arrange the agreement in a recast version. The agreement between INVL Farmland Management, UAB and the public joint-stock company INVL Baltic Farmland is based on transfer of administration of assets owned by public joint-stock company INVL Baltic Farmland subsidiaries to INVL Farmland Management, UAB. To determine, the contract is extended under these key terms: (i) the annual management fee paid to INVL Farmland Management, UAB shall not exceed 7 percent of rental income plus 0.5 percent of INVL Baltic Farmland, AB market capitalization. In the case of bad debts exceeding 5 percent of income, surplus shall be fully compensated by INVL Farmland Management, UAB. As well as (ii) to set a success fee of 20 percent from the share of the return (change in equity including payed-out money to shareholders in a form of dividends or capital reduction) exceeding the pre-determined annual return of 5 percent plus inflation (applying the high watermark, or the highest historical value principal). To determine that (iii) the contract is extended under the above-mentioned conditions until 31st of December 2025. 
1.2.      To entrust the Board of the Company to approve the final version of the agreement.

2.    Regarding the election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services
2.1.      To conclude an agreement with UAB PricewaterhouseCoopers, legal entity code 111473315, to carry out of the audit of the annual financial statements of the INVL Baltic Farmland, AB for 2020, 2021 and 2022 years and establish the payment in amount of EUR 11 100 per year (VAT will be calculated and payed additionally in accordance with order established in legal acts). The amount of remuneration for audit services will be recalculated (increased) every year according to the average annual inflation of April month of the current year published by the Department of Statistics under the Government of the Republic of Lithuania, calculated according to the harmonized index of consumer prices (HICP). The Board of the Company reserves the right to increase the remuneration of the audit company by no more than 20 per cent annually from the remuneration paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.

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 at the premises of INVL Baltic Farmland, 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:

    1. to propose to supplement the agenda of the 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 LT-01109 Vilnius, Lithuania, or delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail farmland@invaldainvl.com. The agenda is supplemented if the proposal is received no later than 14 days before the 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;
    2. to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting at any time prior to the date of the Meeting (in writing, sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail farmland@invaldainvl.com) or in writing during the Meeting (this right is granted to shareholders who hold shares carrying at least 1/20 of all the votes);
    3. to submit questions to the Company related to the issues of the agenda of the Meeting in advance but no later than 3 business days prior to the Meeting in writing sending the proposal by registered mail to the Company at Gyneju str. 14 LT-01109 Vilnius, Lithuania, or delivered in person to the representative of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail farmland@invaldainvl.com. All answers related to the agenda of the Meeting to questions submitted to the Company by the shareholders in advance, are submitted in the Meeting or simultaneously to all shareholders of the Company prior to the 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.

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 farmland@invaldainvl.com 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.

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

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 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 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.

Having into account that the threat of coronavirus (Covid-19) remains in the territory of the Republic of Lithuania, 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 (farmland@invaldainvl.com) and send the original bulletin by registered or ordinary post to the address Gynėjų st. 14, LT-01109 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gynėjų St. 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 farmland@invaldainvl.com.

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 21st of October 2020 to the address Gyneju St. 14 in Vilnius, to the Company’s Meeting.

We stress that safety recommendations must be followed by shareholder regarding the use of safety measures and maintaining distance.

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

Attachment


INVL Baltic Farmland_General Voting Bulletin.pdf