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

INVL Baltic Farmland
INVL Baltic Farmland

Public joint stock company INVL Baltic Farmland, legal entity code 303299781, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company” or “ INVL Baltic Farmland”), informs that on the initiative and decision of the Management board, the General Extraordinary Shareholders Meeting (hereinafter- “the Meeting”) is to be held on 31st October 2022.

The place of the Meeting: the office of Company, 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 24th October 2022 (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 the Company's shares is 3,291,549 shares. Considering that the Company has acquired its own shares, the total number of votes at the Company's shareholders' meeting is 3,228,510 votes.

Agenda of the Meeting:

  1. Regarding the adjustment of the terms of payment for audit services.

  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.

Draft resolutions of the Meeting:

1. Regarding the adjustment of the terms of payment for audit services

1.1. To set an additional remuneration of up to EUR 6,000 per year (VAT will be calculated and paid additionally in accordance with the order established in legal acts) to the Company’s audit company UAB PricewaterhouseCoopers, legal entity code 111473315, for the audit services of the annual financial statements for 2022 year in order to meet the requirements of the Articles 3 and 4 of the Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format.

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 2023 year and establish the payment in the amount of EUR 12,200 per year plus indexation (price increase) based on the average annual inflation  published by the Department of Statistics under the Government of the Republic of Lithuania in April of 2023, calculated based on the harmonized index of consumer prices (HICP) plus EUR 6,000 for  single electronic reporting format (ESEF) verification (VAT will be calculated and paid additionally in accordance with the order established in legal acts). The Board of the INVL Baltic Farmland, AB reserves the right to increase the remuneration of the audit company by no more than 25 percent of the total remuneration approved by this decision, if the scope of audit work changes significantly.

The documents related to the agenda, draft resolutions on every item of the agenda, documents that have to be submitted to the General Shareholders Meeting and other information related to the realization of shareholders' rights are published on the Company’s website https://invlbalticfarmland.com/ section For investors, and also by prior agreement available at the premises of the Company, 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, by prior agreement, 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, by prior agreement, 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, by prior agreement, 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 https://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.

The Company invites its shareholders who decide to participate in the Meeting to choose one of the following alternatives:
__________

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 str. 14, LT-01109 Vilnius. Properly completed written voting bulletins may be sent by registered or ordinary post to the address Gynėjų str. 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.

__________

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.

__________

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 31st October 2022 to the address Gyneju str. 14 in Vilnius, to the Company’s Meeting.

Additional information:

The shareholders of INVL Baltic Farmland, a company that invests in agricultural land, will vote on paying a higher fee for audit services for 2022 as well as on the audit firm to conduct next year’s audit and the terms of payment for those services.

An extraordinary general meeting of INVL Baltic Farmland’s shareholders will be held on 31st October 2022.

The investment company’s financial reports for 2022 are being audited by PricewaterhouseCoopers. It is proposed that the shareholders of INVL Baltic Farmland approve additional compensation to the audit firm for its services, but not more than EUR 6,000 (excluding VAT). Audit costs are rising due to requirements for listed companies to prepare and publish audited annual reports in the European Single Electronic Format (ESEF), which increases the amount of audit work.

If INVL Baltic Farmland’s shareholders approve, the same audit firm – PricewaterhouseCoopers – will perform the audit of the company’s annual financial reports for 2023. It would be this auditor’s last year, since under current regulations the same audit firm cannot audit a company’s activities for more than 10 years. The fee envisaged for the audit services, in addition to ESEF costs, is EUR 12,200, which would be indexed to the average annual inflation rate for April of the current year.

INVL Baltic Farmland plans revenue of EUR 718,000 this year and a consolidated net profit of EUR 646,000. The operating forecasts are based on the rental agreements that are in place and assume that during this year the value of the company’s land holdings will not change, there will be no further purchases or sales of land, and there will be no changes in provisions for receivables or impact of tenant debts on the size of the administration fee.

INVL Baltic Farmland is listed on the Nasdaq Vilnius stock exchange. Its subsidiaries own approximately 3,000 hectares of agricultural land in Lithuania which is rented out to agriculture companies and farmers.

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

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