Public joint inventory firm INVL Baltic Farmland, authorized entity code 303299781, the registered deal with Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company” or “ INVL Baltic Farmland”), informs that on the initiative and resolution 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 workplace of Company, the deal with Gyneju str. 14, Vilnius.
The Meeting will begin at 9:00 a.m. (registration begins at 8:30 a.m.).
The Meeting’s accounting day 24th October 2022 (the individuals who’re shareholders of the Company at the finish of accounting day of the Meeting or approved individuals by them, or the individuals with whom shareholders concluded the agreements on the disposal of voting proper, shall have the proper to attend and vote at the Meeting).
The complete quantity of the Company’s shares is 3,291,549 shares. Considering that the Company has acquired its personal shares, the complete quantity of votes at the Company’s shareholders’ assembly is 3,228,510 votes.
Agenda of the Meeting:
- Regarding the adjustment of the phrases of fee for audit providers.
- Regarding the election of an auditor to hold out of the audit of the annual monetary statements and setting circumstances of fee for audit providers.
Draft resolutions of the Meeting:
1. Regarding the adjustment of the phrases of fee for audit providers
1.1. To set an extra remuneration of as much as EUR 6,000 per yr (VAT shall be calculated and paid moreover in accordance with the order established in authorized acts) to the Company’s audit firm UAB PricewaterhouseCoopers, authorized entity code 111473315, for the audit providers of the annual monetary statements for 2022 yr with a view to meet the necessities 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 requirements on the specification of a single digital reporting format.
2. Regarding the election of an auditor to hold out of the audit of the annual monetary statements and setting circumstances of fee for audit providers
2.1. To conclude an settlement with UAB PricewaterhouseCoopers, authorized entity code 111473315, to hold out of the audit of the annual monetary statements of the INVL Baltic Farmland, AB for 2023 yr and set up the fee in the quantity of EUR 12,200 per yr plus indexation (value enhance) primarily based on the common annual inflation printed by the Department of Statistics below the Government of the Republic of Lithuania in April of 2023, calculated primarily based on the harmonized index of client costs (HICP) plus EUR 6,000 for single digital reporting format (ESEF) verification (VAT shall be calculated and paid moreover in accordance with the order established in authorized acts). The Board of the INVL Baltic Farmland, AB reserves the proper to extend the remuneration of the audit firm by not more than 25 p.c of the complete remuneration accepted by this resolution, if the scope of audit work adjustments considerably.
The paperwork associated to the agenda, draft resolutions on each merchandise of the agenda, paperwork that must be submitted to the General Shareholders Meeting and different data associated to the realization of shareholders’ rights are printed on the Company’s web site https://invlbalticfarmland.com/ part For buyers, and likewise by prior settlement out there at the premises of the Company, positioned at Gyneju str. 14, Vilnius (hereinafter – “the Premises of the Company”) throughout working hours. Phone for data +370 5 279 0601.
The shareholders are entitled:
- to suggest to complement the agenda of the Meeting submitting draft decision on each extra merchandise of agenda or, than there is no such thing as a have to decide – rationalization of the shareholder (this proper is granted to shareholders who maintain shares carrying at the very least 1/20 of all the votes). Proposal to complement 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 settlement, delivered in particular person to the consultant of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail [email protected]. The agenda is supplemented if the proposal is obtained no later than 14 days earlier than the Meeting. In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10 days earlier than the Meeting in the similar manner as on convening of the Meeting;
- to suggest draft resolutions on the points already included or to be included in the agenda of the Meeting at any time previous 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 settlement, delivered in particular person to the consultant of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail [email protected] or in writing throughout the Meeting (this proper is granted to shareholders who maintain shares carrying at the very least 1/20 of all the votes);
- to submit inquiries to the Company associated to the points of the agenda of the Meeting prematurely however no later than 3 business days previous 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 settlement, delivered in particular person to the consultant of the Company at the Premises of the Company on business hours or by sending proposal to the Company by e-mail [email protected]. All solutions associated to the agenda of the Meeting to questions submitted to the Company by the shareholders prematurely, are submitted in the Meeting or concurrently to all shareholders of the Company previous to the Meeting. The Company reserves the proper to reply to these shareholders of the Company who could be recognized and whose questions usually are not associated to the Company’s confidential data or business secrets and techniques.
The shareholder taking part at the Meeting and having the proper to vote, should submit the paperwork confirming private identification. An individual who is just not a shareholder shall, along with this doc, submit a doc confirming the proper to vote at the Meeting. The requirement to supply the paperwork confirming private identification doesn’t apply when voting in writing by filling in a common poll paper.
Each shareholder might authorize both a pure or a authorized particular person to take part and to vote on the shareholder’s behalf at the Meeting. An authorised particular person has the similar rights as his represented shareholder at the Meeting until the approved particular person’s rights are restricted by the energy of legal professional or by the legislation. The approved individuals will need to have the doc confirming their private identification and energy of legal professional accepted in the method specified by legislation which should be submitted to the Company no later than earlier than the graduation of registration for the Meeting. The Company doesn’t set up particular type of the energy of legal professional. An influence of legal professional issued by a pure particular person should be licensed by a notary. An influence of legal professional issued in a overseas state should be translated into Lithuanian and legalised in the method established by legislation. The individuals with whom shareholders concluded the agreements on the disposal of voting proper, even have the proper to attend and vote at the Meeting.
Shareholder is entitled to situation energy of legal professional by means of digital communications for authorized or pure individuals to take part and to vote on its behalf at the Meeting. No notarisation of such authorization is required. The energy of legal professional issued by digital communication means should be confirmed by the shareholder with a protected digital signature developed by protected signature gear and accepted by a certified certificates efficient in the Republic of Lithuania. The shareholder shall inform the Company on the energy of legal professional issued by the means of digital communication by e-mail [email protected] not later than on the final business day earlier than the Meeting. The energy of legal professional and notification should be issued in writing and could possibly be despatched to the Company by digital communication means if the transmitted data is secured and the shareholder’s identification could be recognized. By submitting the notification to the Company, the shareholder shall embody the web deal with from which it will be attainable to obtain software program to confirm an digital signature of the shareholder free of cost.
The Company is just not offering the risk to attend and vote at the Meeting by digital means of communication.
Shareholders of the Company are urged to make use of the proper to vote on the points in the agenda of the Meeting by submitting correctly accomplished common voting bulletins to the Company prematurely. The type of common voting bulletin is introduced at the Company’s webpage https://invlbalticfarmland.com/ part For Investors. If shareholder requests, the Company shall ship the common voting bulletin to the requesting shareholder by registered mail or shall ship it in particular person no later than 10 days previous to the Meeting free of cost. If common voting bulletin is signed by an individual approved by the shareholder, it ought to be accompanied by a doc certifying the proper to vote.
The Company invitations its shareholders who determine to take part in the Meeting to decide on one of the following options:
__________
Alternative No. 1:
A shareholder or particular person authorised by them ought to full and signal a written voting bulletin and ship it to the Company by e-mail ( [email protected]) and ship the unique bulletin by registered or odd publish to the deal with Gynėjų str. 14, LT-01109 Vilnius. Properly accomplished written voting bulletins could also be despatched by registered or odd publish to the deal with Gynėjų str. 14, LT-01109 Vilnius with out submitting a duplicate to the e-mail deal with specified or delivered in particular 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.
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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 [email protected].
The Company suggests using the following free qualified electronic signature systems: Dokobit and GoSign.
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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 data:
The shareholders of INVL Baltic Farmland, an organization that invests in agricultural land, will vote on paying the next payment for audit providers for 2022 in addition to on the audit agency to conduct subsequent yr’s audit and the phrases of fee for these providers.
An extraordinary common assembly of INVL Baltic Farmland’s shareholders shall be held on 31st October 2022.
The funding firm’s monetary reviews for 2022 are being audited by PricewaterhouseCoopers. It is proposed that the shareholders of INVL Baltic Farmland approve extra compensation to the audit agency for its providers, however no more than EUR 6,000 (excluding VAT). Audit prices are rising attributable to necessities for listed firms to organize and publish audited annual reviews in the European Single Electronic Format (ESEF), which will increase the quantity of audit work.
If INVL Baltic Farmland’s shareholders approve, the similar audit agency – PricewaterhouseCoopers – will carry out the audit of the firm’s annual monetary reviews for 2023. It could be this auditor’s final yr, since below present laws the similar audit agency can’t audit an organization’s actions for greater than 10 years. The payment envisaged for the audit providers, along with ESEF prices, is EUR 12,200, which might be listed to the common annual inflation price for April of the present yr.
INVL Baltic Farmland plans income of EUR 718,000 this yr and a consolidated internet revenue of EUR 646,000. The working forecasts are primarily based on the rental agreements which can be in place and assume that in this yr the worth of the firm’s land holdings is not going to change, there shall be no additional purchases or gross sales of land, and there shall be no adjustments in provisions for receivables or affect of tenant money owed on the dimension of the administration payment.
INVL Baltic Farmland is listed on the Nasdaq Vilnius inventory alternate. Its subsidiaries personal roughly 3,000 hectares of agricultural land in Lithuania which is rented out to agriculture firms and farmers.
The particular person approved to supply extra data:
Director Egle Surplienė
E-mail [email protected]
- General Voting Bulletin_FARMLAND
