INVL Baltic Farmland — Proxy Solicitation & Information Statement 2015

Feb 27, 2015

INVL Baltic Farmland

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Baltic Farmland

General Shareholders Meeting

to be held on 24 March 2015

Shareholder's name, surname (title) – ……………………

Shareholder's personal code (legal person's code) - ……………………

Number of the shares held – ……………………

Number of votes owned – ……………………

The agenda includes:

1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report.
2. Presentation of the independent auditor's report on the financial statements of the public joint-stock company INVL Baltic Farmland.
3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Baltic Farmland.
4. Regarding the distribution of the public joint-stock company INVL Baltic Farmland profit.
5. Regarding the approval of the joint-stock company INVL Baltic Farmland dividend payment policy.
6. Regarding the decrease of the joint-stock company INVL Baltic Farmland authorised capital.
7. Regarding the change of the public joint-stock company INVL Baltic Farmland share capital and par value of its shares.
8. Regarding approval of the New Wording of the public joint-stock company INVL Baltic Farmland Articles of Association.
9. Regarding the approval of agreement with private limited company INVL Farmland Management

Please circle the chosen version: „FOR“, „AGAINST“.

Draft resolutions:
1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report.
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland (There is no voting on this issue of agenda).
2. Presentation of the independent auditor's report on the financial statements of the public joint-stock company INVL Baltic Farmland.
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the independent auditor's report on the financial statements of INVL Baltic Farmland (There is no voting on this issue of agenda).
3. On the approval of the consolidated and stand-alone financial statements for 2014 of the public joint-stock company INVL Baltic Farmland.
To approve the consolidated and companies financial statements for 2014 of the public joint-stock company INVL Baltic Farmland	FOR	AGAINST

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INVL Baltic Farmland

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Baltic Farmland

General Shareholders Meeting

to be held on 24 March 2015

beginning of the table is on the previous page

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

To distribute the profit of the public joint-stock company INVL Baltic Farmland as follows:

Article	(thousand LTL)	(thousand EUR)
Retained earnings (loss) at the beginning of the financial year of the reporting period	14 806	4 288
Net profit (loss) for the financial year	309	89
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	15 115	4 377
Transfers from reserves	-	-
Distributable profit (loss) in total	15 115	4 377
Profit distribution:	-	-
- 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*	682	197
- Profit to be paid as annual payments (bonus) and for other purposes	-	-
Retained earnings (loss) at the end of the financial year	14 433	4 180

*0.06 EUR is paid for one share

FOR

AGAINST

5. Regarding the approval of the joint-stock company INVL Baltic Farmland dividend payment policy.

To approve the dividend payment policy of the joint-stock company INVL Baltic Farmland.

FOR

AGAINST

6. Regarding the decrease of the joint-stock company INVL Baltic Farmland authorised capital.

In order to cancel owned 2 660 ordinary registered shares of the joint-stock company INVL Baltic Farmland, to decrease authorised capital of the joint-stock company INVL Baltic Farmland from LTL 3 294 209 to LTL 3 291 549.

The authorised capital is reduced in order to cancel owned 2 660 ordinary registered shares, nominal value 1 LTL, of the joint-stock company INVL Baltic Farmland.

FOR

AGAINST

7. Regarding the change of the public joint-stock company INVL Baltic Farmland share capital and par value of its shares.

According to Republic of Lithuania Law on Euro Adoption, Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law on Limited Liability Companies the par value of one INVL Baltic Farmland share will be changed from LTL 1 to EUR 0,29 cents and the share capital will accordingly be reduced to EUR 954 549,21.

FOR

AGAINST

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INVL Baltic Farmland

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Baltic Farmland

General Shareholders Meeting

to be held on 24 March 2015

beginning of the table is on the previous page

8. Regarding approval of the New Wording of the public joint-stock company INVL Baltic Farmland Articles of Association.
According to the resolutions of the General Shareholder’s Meeting, decided in the 6th and 7th items of the agenda and according to the 2000 July 13th Republic of Lithuania Law on Limited Liability Companies No. VIII-1835 current version and Republic of Lithuania Law on Redenomination to the Euro of the Capital and of the Nominal Value of Securities of Public Limited Liability Companies and Private Limited Liability Companies and Amendment of the Articles of Association of These Companies and Republic of Lithuania Law, to approve the new Wording of INVL Baltic Farmland Articles of Association (attached) by changing all the text.
To authorize Darius Sulnis, a manager of the public joint-stock company INVL Baltic Farmland, to sign new wording of the Articles of Association of the public joint-stock company INVL Baltic Farmland.	FOR	AGAINST
9. Regarding the approval of agreement with private limited company INVL Farmland Management
To make an agreement with private limited company INVL Baltic Farmland based on which to transfer to the before mentioned company the administration of assets owned by joint-stock company INVL Baltic Farmland subsidiaries. To determine that annual management fee paid to INVL Farmland Management, UAB shall not exceed 7 percent of income plus 0.5 percent of INVL Baltic Farmland, AB market capitalization. In the case of bad debts exceeding 5 percent of income, surplus shall be fully compensated by INVL Farmland Management, UAB. Additionally, to set the success fee of 20 percent of the return in excess of annual return of 5 percent plus inflation (applying high watermark, i.e. the principle of past highest value).	FOR	AGAINST

(Name, surname or title of shareholder or it's representative)

(signature)

Date __ [day] __ [month] 2015

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