Published: 2021-04-09 08:18:42 CEST
INVL Baltic Farmland
General meeting of shareholders

Resolutions of the General Shareholders Meeting of INVL Baltic Farmland



Resolutions of the General Shareholders meeting of INVL Baltic Farmland that was held on 9 April 2021.

1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2020.

1.1. Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2020 (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 public joint-stock company INVL Baltic Farmland

2.1. 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).

3. Regarding the assent to the remuneration report of public joint-stock company INVL Baltic Farmland, as a part of the consolidated annual report of public joint-stock company INVL Baltic Farmland for the year 2020.

3.1. To assent to the remuneration report of public joint-stock company INVL Baltic Farmland, as a part of the consolidated annual report of public joint-stock company INVL Baltic Farmland for the year 2020 (attached).

4. Approval of the consolidated and stand-alone financial statements for 2020 of the public joint-stock company INVL Baltic Farmland

4.1. To approve the consolidated and stand-alone financial statements for 2020 of the public joint-stock company  INVL Baltic Farmland.

5. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland

5.1. 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 period7,770
Net profit (loss) for the financial year895
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 period8,665
Transfers from reserves 
Distributable profit (loss) in total8,665
Profit distribution:-484
- 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*-484
- Profit to be paid as annual payments (bonus) and for other purposes 
Retained earnings (loss) at the end of the financial year8,181

*EUR 0.15 is paid per share.

6. Regarding the purchase of own shares of the public joint-stock company INVL Baltic Farmland

6.1. Until the day of the General Shareholders Meeting the reserve for the purchase of own shares which is equal to EUR 3,079,669 is not used.

6.2. 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.

(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- EUR 5.00, the minimal one share acquisition price - EUR 3.00.

(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.

6.3. 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 23 March 2020 on the acquisition of own shares expires.

7. Regarding the election of the Audit Committee members

7.1. Given that in 2021, the term of office of the members of the Audit Committee of INVL Baltic Farmland AB expires, to elect Dangutė Pranckėnienė (independent member) and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic Farmland, AB for new 4 (four) years term of office.

8. Presentation of the Audit Committee activity report of the public joint-stock company INVL Baltic Farmland

8.1. According to the Regulations of the Audit Committee of INVL Baltic Farmland (approved during the General Shareholders Meeting of the Company that was held on 22 March 2017), shareholders of the public joint-stock company INVL Baltic Farmland are presented with the Audit Committee activity report of the public joint-stock company INVL Baltic Farmland (attached) (there is no voting on this issue of agenda).

Regarding the dividend payment for the shareholders and ex-date:

Persons, who will be shareholders of INVL Baltic Farmland at the end of 23 April 2021 the tenth day after the General Shareholders Meeting to approve the resolution to allocate part of Company’s profit for the payment of dividends, are entitled to receive dividends.

The ex-date is 22 April 2021. From that date the new owner of the shares of INVL Baltic Farmland, ISIN code LT0000128753, which were acquired on stock exchange with settlement cycle of T+2, is not entitled to dividends for the year 2020.

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

Attachments



Members of the audit committee.pdf
Annual audited information 2020_signed.pdf
INVL Baltic Farmland_audit committee activity report_2020.pdf