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INVL Baltic Farmland — Proxy Solicitation & Information Statement 2021
Mar 18, 2021
2264_rns_2021-03-18_095e0390-e620-4006-a8d3-bbcbb5c5cadf.pdf
Proxy Solicitation & Information Statement
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INL
BALTIC FARMLAND
GENERAL VOTING BULLETIN
of the public joint-stock company INVL Baltic Farmland
Ordinary General Shareholders Meeting
to be held on 9 April 2021
Shareholder's name, surname (title) – ……………………
Shareholder's personal code (legal person's code) - ……………………
Number of the shares held and votes owned – ……………………
The agenda includes:
- Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2020.
- Presentation of the independent auditor's report on the financial statements and consolidated annual report of the public joint-stock company INVL Baltic Farmland.
- 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.
- Approval of the consolidated and stand-alone financial statements for 2020 of the public joint-stock company INVL Baltic Farmland.
- Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.
- Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland.
- Regarding election of the Audit Committee members.
- Presentation of the Audit Committee activity report of the public joint-stock company INVL Baltic Farmland.
Please circle the chosen version: „FOR“, „AGAINST“.
| Draft resolutions: | ||
|---|---|---|
| 1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2020 | ||
| 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. | ||
| 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. | ||
| 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. | FOR | AGAINST |
| 4. Approval of the consolidated and stand-alone financial statements for 2020 of the public joint-stock company INVL Baltic Farmland | ||
| To approve the consolidated and stand-alone financial statements for 2020 of the public joint-stock company INVL Baltic Farmland. | FOR | AGAINST |
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INL
BALTIC FARMLAND
GENERAL VOTING BULLETIN
of the public joint-stock company INVL Baltic Farmland
Ordinary General Shareholders Meeting
to be held on 9 April 2021
beginning of the table is on the previous page
5. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.
To distribute the profit of the public joint-stock company INVL Baltic Farmland as follows:
| Article | (thousand EUR) |
|---|---|
| Retained earnings (loss) at the beginning of the financial year of the reporting period | 7,770 |
| Net profit (loss) for the financial year | 895 |
| 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 | 8,665 |
| Transfers from reserves | |
| Distributable profit (loss) in total | 8,665 |
| 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 year | 8,181 |
*0.15 EUR is paid per share.
FOR
AGAINST
6. Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland
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.
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:
1) The goal for the purchase of own shares - to ensure for shareholders a possibility to sell company's shares.
2) 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.
3) 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.
4) 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.
5) 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.
FOR
AGAINST
continued on the next page
INL
BALTIC FARMLAND
GENERAL VOTING BULLETIN
of the public joint-stock company INVL Baltic Farmland
Ordinary General Shareholders Meeting
to be held on 9 April 2021
begining of the table is on the previous page
| 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 an 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 election of the Audit Committee members | ||
| 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. | FOR | AGAINST |
| 8. Presentation of the Audit Committee activity report of the public joint-stock company INVL Baltic Farmland | ||
| 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 (there is no voting on this issue of agenda). |
(Name, surname or title of shareholder or it's representative)
(signature)
Date __ [day] ___ [month] 2021
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