Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Farmland and draft resolutions on agenda issue

INVL Baltic Farmland, AB, legal entity code 303299781, the registered address Gyneju str. 14 Vilnius, Lithuania (hereinafter – “the Company”), by the initiative and decision of the Board of of INVL Baltic Farmland, AB on  21^st of October, 2020 the General Extraordinary Shareholders Meeting (hereinafter- “the Meeting”) is convened.

The place of the Meeting: the office of INVL Baltic Farmland, AB, the address Gyneju str. 14, Vilnius.

The Meeting will start at 9:00 a.m. (registration starts at 8.30 a.m.).

The Meeting’s accounting day 14^th of October, 2020 (the persons who are shareholders of the Company at the end of accounting day of the Meeting or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting).

The total number of shares of the Company amounts to 3 291 459 units. Given that the Company has acquired its own shares, the total number of votes for the quorum of the Meeting amounts to 3 228 510 units of shares.

Agenda of the Meeting:

1. Regarding the approval of the extension of the agreement with UAB INVL Farmland Management and its arrangement in a recast version.
2. Regarding the election of auditor to carry out of the audit of the annual financial statements and setting conditions of payment for audit services.

Draft resolutions of the Meeting:

1. Regarding the approval of the extension of the agreement with UAB INVL Farmland Management and its arrangement in a recast version.

1.1.      Considering that the agreement concluded with INVL Farmland Management, UAB, legal entity code 303788352, on 30 June 2015, expires on 31 December 2020, it is proposed to extension the agreement with INVL Farmland Management, UAB for a period of five years and arrange the agreement in a recast version. The agreement between INVL Farmland Management, UAB and the public joint-stock company INVL Baltic Farmland is based on transfer of administration of assets owned by public joint-stock company INVL Baltic Farmland subsidiaries to INVL Farmland Management, UAB. To determine, the contract is extended under these key terms: (i) the annual management fee paid to INVL Farmland Management, UAB shall not exceed 7 percent of rental 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. As well as (ii) to set a success fee of 20 percent from the share of the return (change in equity including payed-out money to shareholders in a form of dividends or capital reduction) exceeding the pre-determined annual return of 5 percent plus inflation (applying the high watermark, or the highest historical value principal). To determine that (iii) the contract is extended under the above-mentioned conditions until 31^st of December 2025.