INVL Baltic Farmland — Proxy Solicitation & Information Statement 2023

Mar 7, 2023

INL BALTIC FARMLAND

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Baltic Farmland

Ordinary General Shareholders Meeting

to be held on 29 March 2023

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

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

Number of the shares held and votes owned – ……………………

The agenda includes:

1. Presentation of the public joint-stock company INVL Baltic Farmland consolidated annual report for 2022.
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.
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 2022.
4. Approval of the consolidated and stand-alone financial statements for 2022 of the public joint-stock company INVL Baltic Farmland.
5. Regarding profit distribution of the public joint-stock company INVL Baltic Farmland.
6. Regarding the amendment of the Articles of Association of the public joint-stock company INVL Baltic Farmland, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association.
7. Regarding the approval of new version of the Remuneration policy of the public joint-stock company INVL Baltic Farmland.
8. Regarding the approval of new version of Regulations of Audit Committee of the public joint-stock company INVL Baltic Farmland.
9. Regarding purchase of own shares of the public joint stock company INVL Baltic Farmland.
10. 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 2022
Shareholders of the public joint-stock company INVL Baltic Farmland are presented with the consolidated annual report of INVL Baltic Farmland for 2022 (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 2022.
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 2022.	FOR	AGAINST
4. Approval of the consolidated and stand-alone financial statements for 2022 of the public joint-stock company INVL Baltic Farmland
To approve the consolidated and stand-alone financial statements for 2022 of the public joint-stock company INVL Baltic Farmland.	FOR	AGAINST

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BALTIC FARMLAND

GENERAL VOTING BULLETIN

of the public joint-stock company INVL Baltic Farmland

Ordinary General Shareholders Meeting

to be held on 29 March 2023

beginning of the table is on the previous page

1. 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)	FOR AGAINST
Retained earnings (loss) at the beginning of the financial year of the reporting period	8,817
Net profit (loss) for the financial year	1,968
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	10,785
Transfers from reserves	-
Distributable profit (loss) in total	10,785
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	10,301
*0.15 EUR is paid per share

1. Regarding the amendment of the Articles of Association of the public joint-stock company INVL Baltic Farmland, the approval of the new version of the Articles of Association and the appointment of a person authorised to sign the new version of the Articles of Association.

Considering that from 2022 November 30 the new version of the Law on Companies of the Republic of Lithuania (hereinafter – “Law on Companies”) entered into force, by which the provisions of Article 37 (2) were also adjusted, it is proposed to the shareholders of the Company to specify the competence of the Company's Board, established in the Company's Articles of Association, regarding transactions with related parties and to approve a new version of the Company's Articles of Association (the draft of the Articles of Association is attached hereto), by replacing the entire text of the Articles of Association (without further approval of the amendments of individual clauses of the Articles of Association). To authorise the director of the Company Egle Surpliene (with the right to sub-delegate) to sign the new wording of the Company's Articles of Association and to register it in accordance with the procedure established by the legislation and the General Meeting of Shareholders.	FOR	AGAINST

1. Regarding the approval of new version of the Remuneration policy of the public joint-stock company INVL Baltic Farmland.

Considering the fact that after the appointment of an independent member of the board, he is paid the remuneration determined by the decision of the general meeting of shareholders, the Company's Remuneration Policy is updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Company's remuneration policy (attached). In accordance with the provisions of the Law on Companies of the Republic of Lithuania, when changing the remuneration policy, all remuneration reports approved after the last general meeting of shareholders voting on the remuneration policy are submitted to the general meeting of shareholders (attached).	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 29 March 2023

beginning of the table is on the previous page

8. Regarding the approval of new version of Regulations of Audit Committee of the public joint-stock company INVL Baltic Farmland.
Considering the changes in the Law on Companies regarding the evaluation of transactions with the Company's related party, the Regulations of the Audit Committee are updated accordingly. It is proposed to the shareholders of the Company to approve the new version of the Regulations of Audit Committee (attached).	FOR	AGAINST
9. 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 capital.
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.
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 27 April 2022 on the acquisition of own shares expires.	FOR	AGAINST
10. 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] 2023

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