Convocation of the General Ordinary 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 Ordinary Shareholders Meeting of INVL Baltic Farmland, AB (hereinafter - the Meeting) is to be held on 23 March 2020.
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 16 March 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 shareholders’ proprietary rights accounting day is 6 April 2020.
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:
- Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2019.
- Presentation of the independent auditor's report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland.
- Approval of the consolidated and stand-alone financial statements for 2019 of the public joint-stock company INVL Baltic Farmland.
- Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.
- Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland.
- Regarding approval of the Remuneration Policy of the public joint stock company INVL Baltic Farmland
Draft resolutions of the Meeting:
- Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2019
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2019 (there is no voting on this issue of agenda).
- Presentation of the independent auditor's report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland.
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor's report on the financial statements and consolidated annual report of INVL Baltic Farmland (there is no voting on this issue of agenda).
- Approval of the consolidated and stand-alone financial statements for 2019 of the public joint-stock company INVL Baltic Farmland
To approve the consolidated and stand-alone financial statements for 2019 of the public joint-stock company INVL Baltic Farmland.
- Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.
To distribute profit of the public joint-stock company INVL Baltic Farmland as follows:
| Article | (thousand EUR) |
| Retained earnings (loss) at the begining of the financial year of the reporting period | 6,957 |
| Net profit (loss) for the financial year | 1,136 |
| 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 | 8,093 |
| Transfers from reserves | |
| Distributable profit (loss) in total | 8,093 |
| Profit distribution: | (323) |
| - 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* | (323) |
| - Profit to be paid as annual payments (bonus) and for other purposes | |
| Retained earnings (loss) at the end of the financial year | 7,770 |
*0.10 EUR is paid per share.
- Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland
Until the day of the General Shareholders meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 is not used.
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:
1) The goal for the purchase of own shares - to ensure for shareholders a possibility to sell company's shares.
2) 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.
3) 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.
4) 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.
5) 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.
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 an 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 22 March 2019 on the acquisition of own shares expires.
6) Regarding approval of the Remuneration Policy of the public joint stock company INVL Baltic Farmland
1) To approve the Remuneration Policy of the public joint stock company INVL Baltic Farmland, and to determine that it shall be valid from the day of its approval.
2) To instruct the manager of the Company to publish the Remuneration Policy on the Company's website and ensure proper implementation of the Policy.
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 section For investors, also available in the office of INVL Baltic Farmland (Gyneju str. 14, Vilnius) during working hours. Phone for information .
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 . 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 ) 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 . 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 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 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:
Attachments
