Resolutions of the General Shareholders Meeting of INVL Baltic Farmland

Resolutions of the Extraordinary General Shareholders meeting of INVL Baltic Farmland, AB that was held on 21 October 2020

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 decided to extend 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 the 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, the 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 31 December 2025.

1.2. To entrust the Board of the INVL Baltic Farmland, AB to approve the final version of the agreement.

2. Regarding the election of an 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 the amount of EUR 11 100 per year (VAT will be calculated and paid additionally in accordance with the 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 INVL Baltic Farmland, AB reserves the right to increase the remuneration of the audit company by no more than 20 percent annually from the remuneration paid to the audit firm in the previous year in accordance with the terms of the audit services agreement.

The person authorized to provide additional information:

Director Egle Surpliene

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