2015-02-27 18:32:53 CET
2015-02-27 18:33:58 CET
REGULATED INFORMATION
INVL Baltic Farmland - Notification on material event
Convocation of the Shareholders Meeting of INVL Baltic Farmland and draft resolutions
Vilnius, Lithuania, 2015-02-27 18:32 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 Seimyniskiu str. 1A Vilnius, Lithuania) is to
be held on 24 March 2015 at 8:30 a.m. in the office of Invalda LT (Seimyniskiu
str. 1, Vilnius).
Registration of the shareholders will start at 8:00 a.m.
Only the persons who are the shareholders of the Company at the end of the
accounting day of the General Shareholders Meeting (17 March 2015) are entitled
to participate and to vote at the General Shareholders meeting.
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
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
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 reporton 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
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 (thousand
LTL) EUR)
--------------------------------------------------------------------------------
Retained earnings (loss) at the begining of the 14 806 4 288
financial year of the reporting period
--------------------------------------------------------------------------------
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 15 115 4 377
year of the reporting period
--------------------------------------------------------------------------------
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 14 433 4 180
year
--------------------------------------------------------------------------------
*0.06 EUR is paid for one share
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 (attached).
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.
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.
8. Regarding the 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.
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 subsidaries. 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 compenstaed 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).
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 (Seimyniskiu str. 1A, Vilnius, 6 floor)
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 Seimyniskiu
str. 1A, LT09312 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:
Darius Sulnis
Director
Phone +370 5279 0601
E-mail:Darius@InvaldaLT.com
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