Resolutions of the General Ordinary Shareholders‘ Meeting of INVL Baltic Farmland
Resolutions of the General Ordinary Shareholders‘ Meeting of INVL Baltic Farmland that was held on 14 April 2025.
1. Presentation of the Company‘s consolidated annual management report for 2024
1.1. Shareholders of the Company were presented with the consolidated annual management report of the Company for 2024 (attached) (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 were presented with the independent auditor's report on the financial statements and consolidated annual report of the Company (attached) (there is no voting on this issue of agenda).
3. Regarding the assent to the information about remuneration of the Company, as a part of the consolidated annual management report of the Company for the year 2024
3.1. To assent to the information about remuneration of the Company, as a part of the consolidated annual management report of the Company for the year 2024 (attached).
4. Approval of the consolidated and stand-alone financial statements for 2024 of the Company
4.1. To approve the consolidated and stand-alone financial statements for 2024 of the Company (attached).
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 | 12,556 |
| Net profit (loss) for the financial year | 1,836 |
| 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 | 14,392 |
| Transfers from reserves | - |
| Distributable profit (loss) in total | 14,392 |
| Profit distribution: | -387 |
| - 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* | -387 |
| - Profit to be paid as annual payments (bonus) and for other purposes | - |
| Retained earnings (loss) at the end of the financial year | 14,005 |
*0.12 EUR is paid per share
6. Presentation of the Report of the Audit Committee of the Company
6.1. In accordance with the rules of procedure of the Audit Committee of the Company (approved on 29 March 2023 by decision of the General Meeting of Shareholders of the Company), the shareholders were hereby briefed on the activity report of the Audit Committee of the Company (attached) (no decision is taken on this item of the agenda).
7. Regarding the election of the Audit Committee members of the Company
7.1. Given that in 2025, the term of office of the members of the Audit Committee of the Company expires, to elect three members: Dangutė Pranckėnienė, Andrius Lenickas and Tomas Bubinas to the Audit Committee of the Company for new 4 (four) years term of office.
8. Regarding the determination of the remuneration of the Audit Committee members of the Company
8.1. To set the hourly remuneration for each member of the Audit Committee of the Company at EUR 200 per hour (before taxes) for the service on the Audit Committee of the Company. The remuneration is paid for actual hours spent while performing the activities of the Audit Committee member.
9. Regarding the approval of new version of Regulations of Audit Committee of the Company
9.1. Considering the changes in the Law of the Republic of Lithuania on the Audit of Financial Statements and Other Assurance Services regarding the obligations of the Audit Committee as well as the election of three Audit Committee members for the new term of office, the Regulations of the Audit Committee are updated accordingly. The shareholders of the Company decided to approve the new version of the Regulations of Audit Committee (attached).
10. Regarding the determination of the procedure of purchase of own shares of the Company
10.1. 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.
10.2. 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 capital.
(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 - the value of consolidated equity per share, calculated based on the most recently published consolidated equity data of the public limited company “INVL Baltic Farmland” prior to the adoption of the Board's decision, the minimal one share acquisition price – EUR 3.50.
(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.
10.3. 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 10 April 2024 on the acquisition of own shares expires.
The person authorized to provide additional information:
Director Egle Surpliene
E-mail:
Attachments
