INVL Baltic Farmland - General meeting of shareholders

Convocation of the Shareholders Meeting of INVL Baltic Farmland and draft resolutions

Vilnius, Lithuania, 2017-02-28 08:22 CET (GLOBE NEWSWIRE) -- On the initiative
and decision of the Management Board of INVL Baltic Farmland the General
Shareholders Meeting of INVL Baltic Farmland, AB (identification code
303299781, the registered address Gyneju str. 14 Vilnius, Lithuania) is to be
held on 22 March 2017 at 9:00 in the premises located in Gyneju str. 14,
Vilnius). 
Registration of the shareholders will start at 8:30 a.m.
Only the persons who are the shareholders of the Company at the end of the
accounting day of the General Shareholders Meeting (15 March 2017) are entitled
to participate and to vote at the General Shareholders meeting. 
Shareholders rights accounting day will be April 5, 2017.

The agenda of the General Shareholders Meeting of INVL Baltic Farmland, AB
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
2016 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 purchase of own shares of the public joint stock company INVL
Baltic Farmland. 
6. Approval of the regulations of the Audit Committee.
7. Regarding election of the Audit Committee members.
8. Regarding approval of the remuneration for the Audit Committee members.


Draft resolutions of the General Shareholders meeting of INVL Baltic Farmland:

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
2016 of the public joint-stock company INVL Baltic Farmland. 
To approve the consolidated and companies financial statements for 2016 of the
public joint-stock company INVL Baltic Farmland 

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 
                                                                        EUR)    
--------------------------------------------------------------------------------
Retained earnings (loss) at the beginning of the financial year of      4,800   
 the reporting period                                                           
--------------------------------------------------------------------------------
Net profit (loss) for the financial year                                1,193   
--------------------------------------------------------------------------------
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     5,993   
 reporting period                                                               
--------------------------------------------------------------------------------
Transfers from reserves                                                   -     
--------------------------------------------------------------------------------
Distributable profit (loss) in total                                    5,993   
--------------------------------------------------------------------------------
Profit distribution:                                                    (226)   
--------------------------------------------------------------------------------
- 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*                                       (226)   
--------------------------------------------------------------------------------
- Profit to be paid as annual payments (bonus) and for other              -     
 purposes                                                                       
--------------------------------------------------------------------------------
Retained earnings (loss) at the end of the financial year               5,767   
--------------------------------------------------------------------------------

*0.07 EUR is paid for one share

5. 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 3,079,668.66 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 4.5, the minimal one share acquisition price - EUR
3.16. 
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. 

6. Approval of the regulations of the Audit Committee.
To approve the regulations of the Audit Committee of INVL Baltic Farmland, AB
(enclosed). 

7. Regarding election of the Audit Committee members.
To cancel Danute Kadanaite and Thomas Bubinas from AB INVL Baltic Farmland
audit committee members. To elect Danguole Pranckeniene (independent member)
and Tomas Bubinas (independent member) to the Audit Committee of INVL Baltic
Farmland, AB for the 4 (four) years term of office. 

8. Regarding approval of the remuneration for the Audit Committee members.
For a work in the Audit Committee of INVL Baltic Farmland, AB, to set a rate
not higher than EUR 145 per hour. To delegate to the Board of the Company to
determine the remuneration payment procedure for the Audit Committee members. 

The documents related to the agenda, draft resolutions on every item of agenda,
documents what have to be submitted to the General Shareholders Meeting and
other information related to realization of shareholders rights are available
at the office of INVL Baltic Farmland (Gyneju str. 14, Vilnius) during working
hours. 

The shareholders are entitled: (i) to propose to supplement the agenda of the
General Shareholders 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 by registered mail or delivered in person against signature. The
agenda is supplemented if the proposal is received no later than 14 before the
General Shareholders Meeting; (ii) to propose draft resolutions on the issues
already included or to be included in the agenda of the General Shareholders
Meeting at any time prior to the date of the General Shareholders meeting (in
writing, by registered mail or delivered in person against signature) or in
writing during the General Shareholders Meeting (this right is granted to
shareholders who hold shares carrying at least 1/20 of all the votes); (iii) to
submit questions to the Company related to the issues of agenda of the General
Shareholders Meeting in advance but no later than 3 business days prior to the
General Shareholders Meeting in writing by registered mail or delivered in
person against signature. 
Shareholder participating at the General Shareholders Meeting and having the
right to vote must submit documents confirming personal identity. Each
shareholder may authorize either a natural or a legal person to participate and
to vote on the shareholder's behalf at the General Shareholders Meeting. The
representative has the same rights as his represented shareholder at the
General Shareholders Meeting. The authorized persons must have documents
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 General Shareholders 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 General Shareholders Meeting. The shareholders must inform the
Company about power of attorney issued by means of electronic communications no
later than before the commencement of registration for the General Shareholders
Meeting. The power of attorney issued by means of electronic communications and
notice about it must be written and submitted to the Company by means of
electronic communications. 
Shareholder or its representative may vote in writing by filling general voting
bulletin, in such a case the requirement to deliver a personal identity
document does not apply. The form of general voting bulletin is presented at
the Company's webpage. If shareholder requests, the Company shall send the
general voting bulletin to the requesting shareholder by registered mail or
shall deliver it in person against signature no later than 10 days prior to the
General Shareholders Meeting free of charge. The filled general voting bulletin
must be signed by the shareholder or its authorized representative. Document
confirming the right to vote must be added to the general voting bulletin if
authorized person is voting. The filled general voting bulletin must be
delivered to INVL Baltic Farmland, AB by registered mail (address Gyneju str.
14, LT-01109 Vilnius, Lithuania) or in person against signature no later than
before the day of the General Shareholders Meeting. 
The Company does not provide opportunities to participate and vote at the
meeting by electronic means. Information related with the convened General
Shareholders Meeting (notice on convocation of General Shareholders Meeting,
information about Company's shares, draft resolution, etc.) are available at
Company's webpage www.invlbalticfarmland.lt. 


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

Attachments:

INVL Baltic Farmland audit committee activity report 2016.pdf

Audit committee members.pdf

General Voting Bulletin_INVL Baltic Farmland.pdf

INVL Baltic Farmland Regulations of audit committee.pdf

AB INVL Baltic Farmland Annual audited information 2016.pdf