INVL Baltic Farmland, AB

Consolidated Annual Management Report, Consolidated and Company’s

Financial Statements for the year ended 31 December 2024 prepared in

accordance with International Financial Reporting Standards as adopted

by European Union

AB INVL Baltic Farmland

Gynėjų str. 14, LT

-01110 Vilnius

Tel

ephone +370 5 279 0601

-mail farmland@invaldainvl.com

Code: 303299781

VAT Code

: LT100009222813

ccount No LT934010051001989356

Luminor bank AS

the Centre of Registers

STATEMENT OF RESPONSIBLE PERSONS

28 February 2025

Following on Information Disclosure Rules of the Bank of Lithuania and the Law on Securities

(article 12 15

) of the Republic of Lithuania, management of INVL Baltic Farmland, AB hereby

confirms that, to the best our knowledge, the attached Consolidated and Company‘s Financial

Statements for 2024 are prepared in accordance with applicable reporting standards, give true and

fair view of the assets, liabilities, financial position and profit or loss, cash flows of INVL Baltic

Farmland and Consolidated Group.

Presented Consolidated Annual Management Report for 2024 includes a fair review of the

development and performance of the business and description of the position of the company and

the consolidated group along with the main risks and contingencies faced thereby.

ENCLOSURE:

1. Consolidated and Company‘s Financial Statements for 2024.

2. Consolidated Annual Management Report for 2024.

Director Eglė Surplienė

Person authorised to conduct accounting Raimondas Rajeckas

Translation note:

This version of the financial statements has been prepared in Lithuanian and English languages.

In all matters of interpretation of information, views or opinions, the Lithuanian language version

of our report takes precedence over the English language version.

CONTENTS

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS:

DETAILS OF THE COMPANY ............................................................................................................................... 4

CONSOLIDATED AND COMPANY’S STATEMENTS OF COMPREHENSIVE INCOME .......................... 5

CONSOLIDATED AND COMPANY’S STATEMENTS OF FINANCIAL POSITION..................................... 6

CONSOLIDATED AND COMPANY’S STATEMENTS OF CHANGES IN EQUITY ...................................... 7

CONSOLIDATED AND COMPANY’S STATEMENTS OF CASH FLOWS ..................................................... 9

NOTES TO THE FINANCIAL STATEMENTS ................................................................................................... 10

1 GENERAL INFORMATION ............................................................................................................................... 10

2 SUMMARY OF MATERIAL ACCOUNTING POLICIES .......................................................................................... 11

3 FINANCIAL RISK MANAGEMENT .................................................................................................................... 17

3.1. Financial risk factors ........................................................................................................................................... 17

3.2. Capital management ............................................................................................................................................ 19

4 FAIR VALUE ESTIMATION .............................................................................................................................. 20

5 SUBSIDIARIES ................................................................................................................................................ 21

6 SEGMENT INFORMATION AND OPERATING LEASE COMMITMENTS .................................................................. 22

7 AGREEMENT ON THE ADMINISTRATION OF LAND PLOTS ................................................................................ 24

8 LEGAL, PROFESSIONAL AND SECURITIES ADMINISTRATION FEES (INCLUDING REMUNERATION FOR

STATUTORY AUDIT) ................................................................................................................................................. 24

9 INCOME TAX .................................................................................................................................................. 25

10 EARNINGS PER SHARE ................................................................................................................................... 27

11 INVESTMENT PROPERTIES .............................................................................................................................. 27

12 FINANCIAL INSTRUMENTS BY CATEGORY ...................................................................................................... 28

13 LOANS GRANTED TO SUBSIDIARIES AT AMORTISED COST .............................................................................. 29

14 TRADE AND OTHER RECEIVABLES ................................................................................................................. 30

15 SHARE CAPITAL, ACQUISITION OF OWN SHARES AND RESERVES .................................................................... 31

16 DIVIDENDS .................................................................................................................................................... 32

17 RELATED PARTY TRANSACTIONS ................................................................................................................... 32

CONSOLIDATED ANNUAL MANAGEMENT REPORT ................................................................................. 34

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

DETAILS OF THE COMPANY

Board of Directors

Mr. Alvydas Banys (chairman of the Board)

Ms. Indrė Mišeikytė

Mr. Tomas Bubinas

Management

Ms. Eglė Surplienė (director)

Address of registered office and company code

Gynėjų str. 14,

Vilnius,

Lithuania

Company code 303299781

Banks

Luminor Bank AS Lithuanian branch

AB Šiaulių Bankas

Auditor

BDO auditas ir apskaita, UAB

K. Baršausko str. 66,

Kaunas, Lithuania

The financial statements were approved and signed by the Management on 28 February 2025.

Ms. Eglė Surplienė

Mr. Raimondas Rajeckas

Director

Authorized person according to the

agreement to conduct accounting

Financial accounting service provider:

UAB INVL Farmland Management

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of comprehensive income

		Group		Company
	Notes	2024	2023	2024	2023
Revenue	6	835	794	-	-
Interest income		-	-	229	193
Other income		8	5	-	-
Share of net profit of subsidiaries accounted for using	5
the equity method		-	-	1,694	2,531
Net gain from fair value adjustments on investment	11	1,980	2,664	-	-
property
Land plots administration fees	7	(267)	(172)	-	-
Legal, professional and securities administration fees	8	(125)	(124)	(53)	(51)
(Provision for) reversal of impairment of trade	14	(10)	(16)	-	-
receivables
Direct property operating expenses		(35)	(35)	-	-
Employee benefits expense		(6)	(11)	(2)	(2)
Other expenses		(6)	(11)	(7)	(8)
Operating profit		2,374	3,094	1,861	2,663
Finance costs		-	-	-	-
Profit before income tax		2,374	3,094	1,861	2,663
Income tax expense	9	(538)	(451)	(25)	(20)
NET PROFIT FOR THE YEAR		1,836	2,643	1,836	2,643
Other comprehensive income for the year, net of tax		-	-	-	-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		1,836	2,643	1,836	2,643
Attributable to:
Equity holders of the parent		1,836	2,643	1,836	2,643
Basic and diluted earnings per share (in EUR)	10	0.57	0.82

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of financial position

		Group			Company
		As at 31	As at 31	As at 31	As at 31
		December	December	December	December
	Notes	2024	2023	2024	2023
ASSETS
Non-current assets
Investment properties	11	22,736	20,756	-	-
Investments into subsidiaries accounted for using the equity method	5	-	-	17,340	15,661
Loans granted to subsidiaries at amortised cost	13	-	-	2,474	2,735
Total non-current assets		22,736	20,756	19,814	18,396
Current assets
Trade and other receivables	14	120	131	15	12
Loans granted to subsidiaries at amortised cost (accrued	13
interest)		-	-	6	4
Prepayments and deferred charges		3	1	3	1
Cash and cash equivalents	3.1	125	59	45	7
Total current assets		248	191	69	24
TOTAL ASSETS		22,984	20,947	19,883	18,420
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of the parent
Share capital	15	955	955	955	955
Own shares	15	(203)	(203)	(203)	(203)
Share premium		1,387	1,387	1,387	1,387
Reserves	15	3,237	3,237	3,211	3,211
Retained earnings		14,367	12,918	14,393	12,944
Total equity		19,743	18,294	19,743	18,294
Liabilities
Non-current liabilities
Deferred income tax liability	9	2,904	2,425	-	-
Total non-current liabilities		2,904	2,425	-	-
Current liabilities
Trade payables		157	77	1	1
Income tax payable		59	47	23	9
Other current liabilities		121	104	116	116
Total current liabilities		337	228	140	126
Total liabilities		3,241	2,653	140	126
TOTAL EQUITY AND LIABILITIES		22,984	20,947	19,883	18,420

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

		Consolidated and Company’s statements of changes in equity
				Reserves
				Reserve for	purchase of own
Group	Notes Share capital	Own shares	Share premium	Legal reserve	shares	Retained earnings	Total
Balance as at 31 December 2022	955	(203)	1,387	158	3,079	10,759	16,135
Net profit for the year	-	-	-	-	-	2,643	2,643
Total comprehensive income for the year	-	-	-	-	-	2,643	2,643
		16
Dividends approved	-	-	-	-	-	(484)	(484)
Total transactions with owners of the Company, recognised directly in equity	-	-	-	-	-	(484)	(484)
Balance as at 31 December 2023	955	(203)	1,387	158	3,079	12,918	18,294
Net profit for the year	-	-	-	-	-	1,836	1,836
Total comprehensive income for the year	-	-	-	-	-	1,836	1,836
		16
Dividends approved	-	-	-	-	-	(387)	(387)
Total transactions with owners of the Company, recognised directly in equity	-	-	-	-	-	(387)	(387)
Balance as at 31 December 2024	955	(203)	1,387	158	3,079	14,367	19,743

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of changes in equity (cont’d)

				Reserves
				Reserve for	purchase of own
Company	Notes Share capital	Own shares	Share premium	Legal reserve	shares	Retained earnings	Total
Balance as at 31 December 2022	955	(203)	1,387	132	3,079	10,785	16,135
Net profit for the year	-	-	-	-	-	2,643	2,643
Total comprehensive income for the year	-	-	-	-	-	2,643	2,643
	16
Dividends approved	-	-	-	-	-	(484)	(484)
Total transactions with owners of the Company, recognised directly in equity	-	-	-	-	-	(484)	(484)
Balance as at 31 December 2023	955	(203)	1,387	132	3,079	12,944	18,294
Net profit for the year	-	-	-	-	-	1,836	1,836
Total comprehensive income for the year	-	-	-	-	-	1,836	1,836
	16
Dividends approved	-	-	-	-	-	(387)	(387)
Total transactions with owners of the Company, recognised directly in equity	-	-	-	-	-	(387)	(387)
Balance as at 31 December 2024	955	(203)	1,387	132	3,079	14,393	19,743

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

Consolidated and Company’s statements of cash flows

		Group		Company
	Notes
		2024	2023	2024	2023
Cash flows from (to) operating activities
Net profit for the year		1,836	2,643	1,836	2,643
Adjustments for non-cash items and non-operating
activities:
Net gains from fair value adjustments on investment	11
property		(1,980)	(2,664)	-	-
Share of net profit of subsidiaries accounted for using the equity method	5	-	-	(1,694)	(2,531)
Interest income		-	-	(229)	(193)
Deferred taxes	9	479	400	-	-
Current income tax expenses	9	59	51	25	20
Allowances	14	10	16	-	-
Changes in working capital:
Decrease (increase) in trade and other receivables		1	(21)	(3)	(11)
Decrease (increase) in other current assets		(2)	1	(2)	1
(Decrease) increase in trade payables		80	30	-	(3)
(Decrease) increase in other current liabilities		11	(6)	(8)	4
Cash flows from (to) operating activities		494	450	(75)	(70)
Income tax paid		(47)	(117)	(9)	(10)
Net cash flows from (to) operating activities		447	333	(84)	(80)
Cash flows from (to) investing activities
Acquisition of investment properties		-	-	-	-
Proceeds from sale of investment properties	11	-	-	-	-
Increase of share capital of subsidiaries	5	-	-	-	-
Dividends received	5	-	-	15	-
Loans granted	13	-	-	(27)	(17)
Repayment of granted loans	13	-	-	352	394
Interest received	13	-	-	163	122
Net cash flows from (to) investing activities		-	-	503	499
Cash flows from (to) financing activities
Cash flows related to Group owners
Dividends paid to equity holders of the parent	16	(381)	(473)	(381)	(473)
Net cash flows from (to) financing activities		(381)	(473)	(381)	(473)
Net increase (decrease) in cash and cash equivalents		66	(140)	38	(54)
Cash and cash equivalents at the beginning of the period		59	199	7	61
Cash and cash equivalents at the end of the period		125	59	45	7

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated )

Notes to the financial statements

1 General information

AB INVL Baltic Farmland (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania. It was

established on 29 April 2014, following the split-off of 14.45% assets, equity and liabilities from AB Invalda INVL (company code

121304349). Entities, which business is investment into agricultural land and its rent, were transferred to the Company (hereinafter

split-off).

The Group consists of the Company and its directly owned subsidiaries (hereinafter the Group, Note 5).

The address of the office is Gynėjų str. 14, Vilnius, Lithuania.

The Company manages shares of entities investing into agricultural land and provides finance. Now the Company has 100%

shares in 18 companies owning approximately 3 thousand hectares of agricultural land in Lithuania (detailed list of subsidiaries is

presented in Note 5), that is rented to farmers and agricultural companies. The Company focuses on growth of quality of owned

land and environmental sustainability. The Group operates in one segment – agricultural land segment.

Investments into agricultural land are classified as long term and are recommended for investors who are satisfied with the return

on rent and possible income from increase of agricultural land prices. Since prices of agricultural products are determined in the

world markets, this investment allows participating in the world food supply chain.

As at 31 December 2024 and 2023 the shareholders of the Company were:

	2024		2023
	Number of		Number of
	shares held	Percentage	shares held	Percentage
UAB LJB Investments (controlling shareholder
Mr. Alvydas Banys)	977,751	29.70	977,751	29.70
Mrs. Irena Ona Mišeikienė	931,831	28.31	931,831	28.31
UAB Lucrum Investicija (sole shareholder Mr.
Darius Šulnis)	415,628	12.63	415,628	12.63
Mr. Alvydas Banys	252,875	7.68	252,875	7.68
Ms. Ilona Šulnienė	239,000	7.26	239,000	7.26
Ms. Greta Mišeikytė	65,758	2.00	65,758	2.00
Ms. Indrė Mišeikytė	64,450	1.96	64,450	1.96
The Company (own shares)	63,039	1.92	63,039	1.92
Other minor shareholders	281,217	8.54	281,217	8.54
Total	3,291,549	100.00	3,291,549	100.00

All the shares of the Company are ordinary shares with the par value of EUR 0.29, and were fully paid as at 31 December 2024

and 2023. Subsidiaries did not hold any shares of the Company as at 31 December 2024 and 2023.

The Company’s shares are traded on the Baltic Secondary List of NASDAQ Vilnius from 4 June 2014.

As at 31 December 2024 the number of employees of the Group and the Company was 2 and 1, respectively. As at 31

December 2023 the number of employees of the Group and the Company was 2 and 1, respectively.

According to the Law on Companies of Republic of Lithuania, the annual financial statements prepared by the Management are

authorised by the General Shareholders’ meeting. The shareholders hold the power not to approve the annual financial statements

and the right to request new financial statements to be prepared.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies

The material accounting policies applied in preparing the Group’s and the Company’s financial statements for the year ended

31 December 2024 are as follows:

2.1. Basis of preparation

Statement of compliance

The financial statements of the Company and the consolidated financial statements of the Group have been prepared in

accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (hereinafter the EU).

These financial statements have been prepared on a historical cost basis, except for investment properties that have been

measured at fair value. The financial statements are presented in thousands of euro (EUR) and all values are rounded to the

nearest thousand except when otherwise indicated.

Adoption of new and/or changed IFRSs and IFRIC interpretations

The Group and the Company have adopted the new and amended IFRS and IFRIC interpretations that are effective for annual

periods beginning on or after 1 January 2024:

− Amendments to IAS 1: Classification of liabilities as current or non-current;

− Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback;

− Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements.

All other amendments adopted as of 1 January 2024 had no impact on the Group’s and Company’s financial statements for the

year ended 31 December 2024.

Standards adopted by the EU but not yet effective and have not been early adopted

Amendments to existing standards and new standards, which are adopted by the EU, but not yet effective, are not relevant to the

Group and the Company.

Standards not yet adopted by the EU

Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective for

annual periods beginning on or after 1 January 2026 once adopted by the EU)

These amendments: (a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new

exception for some financial liabilities settled through an electronic cash transfer system; (b) clarify and add further guidance for

assessing whether a financial asset meets the solely payments of principal and interest criterion; c) add new disclosures for certain

instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the

achievement of environment, social and governance targets); and (d) update the disclosures for equity instruments designated at

fair value through other comprehensive income. The Group and the Company are currently assessing the impact of the

amendments on their financial statements. It is expected that derecognition exception for financial liabilities settled through an

electronic cash transfer system would be relevant for most entities, but are not expecting that impact would be material, as in

practice the same approach is mostly applied already in Lithuania.

IFRS 18 Presentation and Disclosure in Financial Statements effective for annual periods beginning on or after 1 January 2027

once adopted by the EU)

IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals.

Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five

categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also

requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and

includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary

financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows,

which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’

to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. The Group

and the Company is currently working to identify all impacts the amendments will have on the primary financial statements and

notes to the financial statements.

Other amendments to existing standards and new standards, which are not yet adopted by the EU, are not relevant to the Group

and the Company.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.2. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The financial

statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting

policies.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the group is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the

entity. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and

continue to be consolidated until the date that such control ceases.

2.3. Functional and presentation currency

From 1 January 2015 the euro became local currency of the Republic of Lithuania. The financial statements are prepared in euro

(EUR), which is local currency of the Republic of Lithuania, and presented in EUR thousand. Euro is the Company’s and the

Group’s functional and presentation currency. The exchange rates in relation to other currencies are set daily by the European

Central Bank and the Bank of Lithuania.

As these financial statements are presented in euro thousand, individual amounts were rounded. Due to the rounding, totals in

the tables may not add up.

2.4. Investment properties

Land that is held for long-term rental yields and for capital appreciation is classified as investment properties.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment

properties are carried at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in

the fair values of investment properties are included in profit or loss in the year in which they arise.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently

withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal

of an investment property are recognised in the statement of comprehensive income within “Net gains (losses) from fair value

adjustments on investment property” in the year of retirement or disposal.

2.5. Investments into subsidiaries (the Company)

Investments in subsidiaries are accounted for using the equity method of accounting. Under the equity method, the investment in

the subsidiary is carried in the statement of financial position at cost plus post acquisition changes in the Company’s share of net

assets of the subsidiary. The reporting dates of the subsidiary and the Company are identical and the subsidiary’s accounting

policies conform to those used by the Company for like transactions and events in similar circumstances.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.6. Financial assets and its impairment

As the business model for the Group‘s and the Company‘s financial assets are held to collect contractual cash flows and they are

solely payments of principal and interest, the Group and the Company have only financial assets measured at amortised cost.

They comprised trade and other receivables, loans granted, cash and cash equivalents.

The Group and the Company assess on a forward-looking basis the expected credit losses associated with its financial assets

carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit

risk.

Cash and cash equivalents and loans granted are considered to be low credit risk at the reporting date (Stage 1) as they have a

low risk of default and the borrower has a strong capacity to meet its contractual cash flow obligations in the near term. Therefore,

the Group/the Company is not relevant a three-stage model for impairment for financial assets other than trade receivables. For

Stage 1 financial assets 12-month expected credit losses (‘ECL’) are recognised and interest revenue is calculated on the gross

carrying amount of the asset (that is, without deduction for credit allowance). 12-month ECL are the expected credit losses that

result from default events that are possible within 12 months after the reporting date. It is not the expected cash shortfalls over

the 12-month period but the entire credit loss on an asset weighted by the probability that the loss will occur in the next 12 months.

The financial assets are considered as credit-impaired, if objective evidence of impairment exist at the reporting date. Evidence

of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default

or delinquency in payments, the probability that they will enter bankruptcy or other financial reorganisation.

Financial assets are written off, in whole or in part, when there is no reasonable expectation of recovery. Indicators that there is

no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the

debtor, unsuccessful enforcement through bailiffs.

For trade and other receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime

losses to be recognised from initial recognition of the receivables. Trade receivables are classified either to Stage 2 or Stage 3:

− Stage 2 – comprises receivables for which there the simplified approach was applied to measure the expected lifetime credit

losses, except for certain trade receivables classified in Stage 3;

− Stage 3 – comprises trade receivables which are overdue more than 360 days or individually identified as impaired.

The Group trade and other receivables mainly comprised receivables from farmers. The majority of farmers covered rental fee up

to 1 April. Most remaining farmers pay rental fee in autumn after harvest. In November and December farmers pay variable part

of rent, related to land tax. Mostly remaining trade receivables is covered within month after year-end or they are identified as

individually impaired. Therefore, for Stage 2 trade receivables the ECL are calculated and recognised if would be determined

material amount for potential impairment based on settlement of trade receivables after reporting date which are not individually

impaired.

Impairment losses are presented as separate line item in the statement of comprehensive income.

2.7. Cash and cash equivalents

Cash and cash equivalents in the statement of financial position and for purpose of the cash flow statement comprise cash at

banks and short-term deposits with an original maturity of three months or less.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.8. Financial liabilities

The Group and the Company recognises a financial liability when it first becomes a party to the contractual rights and obligations

in the contract.

All financial liabilities are initially recognised at fair value, minus (in the case of a financial liability that is not at fair value through

profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at

amortised cost using the effective interest method. A financial liability is derecognised when the obligation under the liability is

discharged or cancelled or expires.

2.9. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are

recognised in equity as a deduction, net of tax, from the proceeds. Where any group company purchases the company’s equity

share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes)

is deducted from equity attributable to the company’s equity holders until the shares are cancelled or reissued. Where such shares

are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the

related income tax effects, is included in equity attributable to the company’s equity holders.

2.10. Leases

Group’s company is the lessor in an operating lease

Leases in which a significant portion of the risks and rewards of ownership are retained by the Group’s company are classified as

operating leases. Payments, including pre-payments, received under operating leases (net of any incentives granted to the lessee)

are credited to the statement of comprehensive income on a straight-line basis over the period of the lease. The Group account

for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or

accrued lease payments relating to the original lease as part of the lease payments for the new lease.

See Note 2.11 for the recognition of lease income.

2.11. Revenue recognition

Revenue includes lease income, interest income and other income. Other income includes penalties from tenants for overdue

payments.

Lease income

Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease

term. The Group elected to recognise lease income for variable payment that depends on an index or a rate in the periods in

which changes of index or rate occur. Variable lease payments that do not depends on an index or a rate are recognised as lease

income in the periods in which the event or condition that triggers those payments occurs.

In the first quarter rental fee, except variable part related to land tax, is invoiced to the tenants. In the fourth quarter variable part

of the rent related to land tax is invoiced to the tenants, when State tax authorities provide an estimate of the land tax and land

tax expenses are recognised.

Interest income

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for

financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied

to the net carrying amount of the financial asset (after deduction of the loss allowance).

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.12. Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income,

except to the extent that it relates to items recognised directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted by the end of the

reporting period in Lithuania where the Company and its subsidiaries operate and generate taxable income. Management

periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to

interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The standard income tax rate in Lithuania was 15 % in 2023 and 2024. From 2025, the standard corporate tax rate in Lithuania is

16%. Tax losses can be transferred at no consideration or in exchange for certain consideration between the group companies if

certain conditions are met.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have

been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income

tax asset is realised or the deferred income tax liability is settled.

The deferred tax liability in relation to investment property that is measured at fair value is determined assuming the property will

be recovered entirely through sale.

Following the provisions of Law on Corporate Income Tax the sale of shares of subsidiaries to another entity or a natural person

shall not be taxed where the entity transferring the shares held more than 10% of voting shares in that entity for an uninterrupted

period of at least two years. If mentioned condition is met or is expected to be met by the management of the Company, no

deferred tax liabilities or assets are recognised in respect of temporary differences associated with carrying amounts of these

investments.

Tax losses can be carried forward indefinitely, unless the entity changes its activities. However, losses incurred as a result of the

disposal of securities may be carried forward for five years. Previous year tax losses can only decrease the current year taxable

profit by up to 70%.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against

current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation

authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net

basis.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

2 Summary of material accounting policies (cont’d)

2.13. Significant accounting judgements and estimates

The preparation of financial statements requires management of the Group and the Company to make judgements and estimates

that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities, at the end of

reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a

material adjustment to the carrying amount of the asset or liability affected in the future periods.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

Judgements

In the process of applying the Group accounting policies, management has not made any judgements, which has most significant

effect on the amounts recognised in these financial statements.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are

described below. The Group based its assumptions and estimates on parameters available when the consolidated financial

statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to

market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when

they occur.

The significant areas of estimation used in the preparation of these financial statements are discussed below.

Fair value of investment properties in consolidated financial statements

Fair value of investment properties was based on the market approach by reference to sales in the market of comparable

properties. Market approach refers to the prices of the analogues transactions in the market. These values are adjusted for

differences in key attributes such as land size and productivity.

The fair value of the investment properties as at 31 December 2024 was EUR 22,736 thousand (as at 31 December 2023 – EUR

20,756 thousand) (described in more details in Note 11).

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management

3.1. Financial risk factors

The risk management function within the Group is carried out in respect of financial risks, operational risks and legal risks and

managed on an overall Group level by the Management Board. After signing land administration agreement most of operational

and legal risks, as well as credit risk are managed by the third party UAB INVL Farmland Management. The primary objectives of

the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits.

The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures

to minimise operational and legal risks. To limit operational risk, annual documentation reviews are held. This helps to limit legal

risks as well in case a dispute arises and all the documentation is in place and of appropriate quality and can be used to prove

the rights. Legal risk is limited as well by the fact that counterparties do not grant guarantees on each other.

The Group’s and the Company’s principal financial liabilities comprise trade and other payables. The main purpose of these

financial liabilities is to finance the Group’s and the Company’s operations. The Group and the Company have various financial

assets such as trade and other receivables, loans granted and cash which arise directly from their operations. The Group and the

Company have not used any derivative instruments and borrowings so far, as management considered that there is no necessity

for them.

The main risks arising from the financial instruments are market risk (including currency risk, cash flow and fair value interest rate

risk and price risk), liquidity risk and credit risk. The risks are identified and disclosed below.

Credit risk

Credit risk is the risk one party to a financial instrument will cause a financial loss for the other party by failing to discharge an

obligation. Credit risk arises from cash and cash equivalents, credit exposures to outstanding trade receivables and loans granted.

The credit risk is managed by the third party UAB INVL Farmland Management according to the agreement (Note 7). The third

party seeks to ensure that lease contracts are entered into only with lessees with an appropriate credit history.

The maximum exposure to credit risk, impairment of financial assets is disclosed in Notes 13 and 14. In Note 14 is also disclosed

credit risk exposure of trade receivable. There are no transactions of the Group or the Company that occur outside Lithuania.

With respect to credit risk arising from cash and cash equivalents the Group’s and the Company’s exposure to credit risk arises

from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.

According to the European deposit insurance scheme, cash, cash equivalents and deposits of up to EUR 100 thousand of every

legal entity in each bank are covered with insurance. All the Group’s and the Company’s balance of cash and cash equivalents

are covered with the insurance. Therefore, all cash balances have a low credit risk at the reporting date and the impairment loss

determined on 12-month expected credit losses is resulted in an immaterial amount.

The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings of the banks:

		Group			Company
Moody’s short-term ratings	2024		2023	2024	2023
Prime-1		122	-		44	-
Prime-2		3	59		1	7
		125	59		45	7

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management (cont’d)

3.1 Financial risk factors (cont’d)

Market risk

Cash flow and fair value interest rate risk

The Group has no borrowings and loans granted. The Company has loans granted to its subsidiaries with fixed interest rates for

one year. Therefore, the Group and the Company are not exposed to cash flow interest rate risk.

Foreign exchange risk

The Group and the Company holds assets and liabilities denominated only in the euro. Therefore, the Group and the Company

are not exposed to foreign exchange risk.

Price risk

The Group is not exposed to price risk of financial instruments as it does not hold any equity securities or commodities. The

Company is not exposed to price risk of financial instruments as it does not hold any equity securities (except subsidiaries

accounting for using equity method of accounting) or commodities.

Liquidity risk

The Group’s and the Company’s policy is to maintain sufficient cash and cash equivalents. The liquidity risk of the Group and the

Company is controlled on an overall Group level. The Group and the Company have not been facing any liquidity issues so far.

The proceeds from rent and cash balances are sufficient to settle all liabilities. The Company receives repayment of granted loans

and interest from subsidiaries to finance its activities.

The Group’s liquidity ratio (total current assets / total current liabilities) as at 31 December 2024 was approximately 0.74 (0.84 as

at 31 December 2023). The Company’s liquidity ratio as at 31 December 2023 was approximately 0.49 (0.19 as at 31 December

2023).

The table below summarises the maturity profile of the Group’s financial liabilities as at 31 December 2024 and 2023 based on

contractual undiscounted payments.

		Less than	4 to 12	2 to 5		More than
	On demand	3 months	months	years		5 years	Total
Trade payables	-	157	-		-	-	157
Other liabilities	89	28	-		-	-	117
Balance as at 31 December 2024	89	185	-		-	-	274
Trade payables	-	77	-		-	-	77
Other liabilities	83	18	-		-	-	101
Balance as at 31 December 2023	83	95	-		-	-	178

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

3 Financial risk management (cont’d)

3.1 Financial risk factors (cont’d)

Liquidity risk (cont’d)

The table below summarises the maturity profile of the Company’s financial liabilities as at 31 December 2024 and 2023 based

on contractual undiscounted payments.

		Less than	4 to 12	2 to 5		More than
	On demand	3 months	months	years		5 years	Total
Trade payables	-	1	-		-	-	1
Other liabilities	89	23	-		-	-	112
Balance as at 31 December 2024	89	24	-		-	-	113
Trade payables	-	1	-		-	-	1
Other liabilities	83	30	-		-	-	113
Balance as at 31 December 2023	83	31	-		-	-	114

3.2. Capital management

The primary objective of the capital management is to ensure that the Group and the Company maintain a strong credit health

and healthy capital ratios in order to support their business and maximise shareholder value. The Company‘s management

supervises the investments so that they are in compliance with requirements applied to the capital, specified in the appropriate

legal acts, as well as provide the Group’s management with necessary information.

The Group‘s and the Company‘s capital comprises share capital, share premium, reserves and retained earnings.

The Group and the Company manage their capital structure and make adjustments to it, in light of changes in economic conditions

and specific risks of their activity. To maintain or adjust the capital structure, the Company may adjust the dividend payment to

shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes

during the year 2024 and 2023.

The Company is obliged to keep its equity ratio at not less than 50 % of its share capital, as imposed by the Law on Companies

of Republic of Lithuania. The Company and the subsidiaries complied with this requirement as at 31 December 2024 and 2023,

except one dormant subsidiary as at 31 December 2024 and 2023. There are no plans yet to rectify the situation.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

4 Fair value estimation

Assets carried at fair value

The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is,

as prices) or indirectly (that is, derived from prices);

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The following table provides the fair value measurement hierarchy of the Group’s assets measured at fair value in the statement

of financial position as at 31 December 2024.

	Level 1		Level 2		Level 3		Total balance
Assets of the Group
Investment properties (Note 11)		-		22,736		-	22,736

The following table provides the fair value measurement hierarchy of the Group’s assets measured at fair value in the statement

of financial position as at 31 December 2023.

	Level 1		Level 2		Level 3		Total balance
Assets of the Group
Investment properties (Note 11)		-		20,756		-	20,756

There were no transfers of assets between the levels of the fair value hierarchy during 2024 and 2023.

There were no liabilities measured at fair value in the Group’s and the Company’s statements of financial position.

Financial instruments that are not carried at fair value

The Group’s and the Company’s principal financial instruments that are not carried at fair value in the statement of financial

position are cash and cash equivalents, trade and other receivables, loans granted, trade and other payables.

The carrying amount of the cash and cash equivalents, trade and other receivables, trade and other payables of the Group and

the Company as at 31 December 2024 and 2023 reasonably approximated their fair value because they are short-term and the

impact of discounting is immaterial.

The carrying amount of loans granted by the Company approximates their fair value because the interest rates are reviewed at

the end of each financial year and adjusted in line with market rates changes. Their fair value is based on cash flows discounted

using 7.5% and 9% interest rate as at 31 December 2024 and 2023, respectively. It is Level 3 fair value measurement.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

5 Subsidiaries

The Group had the following subsidiaries, owned directly by the Company, as at 31 December 2024 and 2023:

		Country of incorporation (voting rights) directly held	Proportion of shares
Name		and place of business	by the Company (%)	Nature of business
UAB Avižėlė	Lithuania	100.00		Agricultural landowner and lessor
UAB Beržytė	Lithuania	100.00		Agricultural landowner and lessor
UAB Dirvolika	Lithuania	100.00		Agricultural landowner and lessor
UAB Duonis	Lithuania	100.00		Agricultural landowner and lessor
UAB Ekotra	Lithuania	100.00		Agricultural landowner and lessor
UAB Kvietukas	Lithuania	100.00		Agricultural landowner and lessor
UAB Laukaitis	Lithuania	100.00		Agricultural landowner and lessor
UAB Lauknešys	Lithuania	100.00		Agricultural landowner and lessor
UAB Linažiedė	Lithuania	100.00		Agricultural landowner and lessor
UAB Pušaitis	Lithuania	100.00		Agricultural landowner and lessor
UAB Puškaitis	Lithuania	100.00		Agricultural landowner and lessor
UAB Sėja	Lithuania	100.00		Agricultural landowner and lessor
UAB Vasarojus	Lithuania	100.00		Agricultural landowner and lessor
UAB Žalvė	Lithuania	100.00		Agricultural landowner and lessor
UAB Žemgalė	Lithuania	100.00		Agricultural landowner and lessor
UAB Žemynėlė	Lithuania	100.00		Agricultural landowner and lessor
UAB Žiemkentys	Lithuania	100.00		Agricultural landowner and lessor
UAB Cooperor	Lithuania	100.00		Dormant

All subsidiary undertakings are included in the consolidation.

The following table presents the movements of investments in subsidiaries of the Company:

2024

2023

At 1 January	15,661	13,130
Share of net profit of subsidiaries	1,694	2,531
Dividends received	(15)	-
Increase of share capital	-	-
At 31 December	17,340	15,661

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Segment information and operating lease commitments

Management of the Company has determined the operating segments based on the reports reviewed by the Board of Directors

that are used to make strategic decisions. All financial information, including the measure of profit, total assets and total liabilities,

is analysed as a single reporting segment - agricultural land segment, therefore is not further disclosed in these financial

statements. The Company and its subsidiaries are domiciled in Lithuania. There are no transactions of the Group or the Company

that occur outside Lithuania. Therefore, the management has neither analysed revenue, nor other financial indicators by

geographical areas. All revenue of the Group is received from one type of service – rent of land. Therefore, the Group has not

disclosed any breakdown of revenue by product and services type and by geographical areas.

In 2024 and in 2023 there is no single customer from which the Group has received more than 10% of its revenue.

Operating lease commitments – Group as a lessor

The Group has entered into leases of the Group’s investment properties under operating lease agreements with rentals payable

yearly in two parts. First part of rent is payable until 1 April according to the most Group’s lease agreements. Second part of rent

related to land tax is payable in November – December. Most of the agreements have remaining terms of between 1 and 5 years.

The most Group’s lease agreements have clause for indexation on consumer price index or unilaterally right to increase rent by

notice. Approximately 6% of land plots is leased with clause of agreement that lessee could have to pay surcharge that depends

on milling wheat futures price change. Although the Group is exposed to changes in the residual value at the end of the current

leases, the Group typically enters into new operating leases and therefore will not immediately realise any reduction in residual

value at the end of these leases. Expectations about the future residual values are reflected in the fair value of the land.

Cancellable lease agreements can be cancelled under the following terms:

• Tenants must notify the lessor 12 months in advance if they wish to cancel the rent agreement without any reason and

have to pay annual rent fee for these 12 months.

• The lessor has the right to unilaterally change the rent price for the coming year and must notify the tenant about the

change till 1 May of the current year. If tenants do not agree with the new rent price, they can terminate the agreement

with notification of 3 months in advance.

I n 2024 lease income was EUR 835 thousand (2023: EUR 794 thousand), of which EUR 33 thousand (2023: EUR 33 thousand)

related to variable lease payments not dependent on an index or a rate.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Segment information and operating lease commitments (cont’d)

Future lease receivable under operating leases as at 31 December were as follows:

		2024	2023
Within one year
	- non-cancellable lease	852	779
	- non-cancellable amount of cancellable lease	1	4
	- minimum lease payments total	853	783
Between 1 and 2 years	- non-cancellable lease	504	600
	- minimum lease payments total	504	600
	- cancellable amount of cancellable lease	-	-
		504	600
Between 2 and 3 years	- non-cancellable lease	394	310
	- minimum lease payments total	394	310
	- cancellable amount of cancellable lease	-	-
		394	310
Between 3 and 4 years	- non-cancellable lease	304	204
	- minimum lease payments total	304	204
	- cancellable amount of cancellable lease	-	-
		304	204
Between 4 and 5 years	- non-cancellable lease	194	121
	- minimum lease payments total	194	121
	- cancellable amount of cancellable lease	1	-
		195	121
After five years	- non-cancellable lease	18	81
	- minimum lease payments total	18	81
	- cancellable amount of cancellable lease	3	3
		21	84
Total		2,271	2,102
	- non-cancellable lease	2,266	2,095
	- non-cancellable of cancellable lease	1	4
	- minimum lease payments total	2,267	2,099
	- cancellable amount of cancellable lease	4	3

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

7 Agreement on the administration of land plots

The Group has signed land plot administration agreement with UAB INVL Farmland Management on 30 June 2015. UAB INVL

Farmland Management, is a company owned by AB Invalda INVL. The agreement came into force on 1 July 2015. According to

the agreement administration fees paid to UAB INVL Farmland Management will be 7% of annual rent revenues and 0.5% market

capitalization of AB INVL Baltic Farmland. Success fee is also set, and it consists of 20% from the share of the return exceeding

the pre-determined annual return of 5% plus inflation. If the carrying amount of past due trade receivables arising from the current

year would exceed 5% of annual turnover (revenue plus VAT), the excess shall be fully compensated by UAB INVL Farmland

Management. If the Group receive the compensated trade receivables, the compensation is returned to UAB INVL Farmland

Management. The split of administration fees is presented in the table below:

		Group
	2024		2023
Administration fees from rent revenues and market capitalisation		160	172
Compensation for past due trade receivables		-	-
Success fee		107	-
Total		267	172

8 Legal, professional and securities administration fees (including remuneration for statutory audit)

		Group			Company
	2024		2023	2024		2023
Accounting services		(73)	(72)		(11)	(11)
The Group’s and the Company’s statutory audit fee		(21)	(21)		(21)	(21)
Securities administration fees		(21)	(19)		(21)	(19)
Valuation services		(8)	(8)		-	-
Legal fees		(2)	(4)		-	-
Total		(125)	(124)		(53)	(51)

From 2024 the Group’s and the Company’s statutory audit was performed by BDO auditas ir apskaita, UAB. BDO auditas ir

apskaita, UAB did not provide any non-audit services (including other assurance services and tax advisory services).

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

9 Income tax

Components of the income tax expenses	2024	Group	2023	2024	Company	2023
Current year income tax		(59)	(51)		(25)	(20)
Deferred income tax expenses		(479)	(400)		-	-
Income tax expenses charged to profit or loss – total		(538)	(451)		(25)	(20)

There is no income tax expense (credit) recognised in other comprehensive income or directly in equity.

Deferred income tax asset and liability were estimated at 16% rate as at 31 December 2024 and 15% rate as at 31 December

2023.

The movement in deferred income tax assets and liabilities of the Group during 2024 is as follows:

			Correction
			Recognised in	of transfer
	Balance as at 31		profit or loss	of tax losses Balance as at 31
	December 2023		during the year within group	December 2024
Deferred tax asset
Tax loss carry forward for indefinite period of time	2	-	-	2
Recognised deferred income tax asset	2	-	-	2
Asset netted with liability of the same legal entities	(2)	-	-	(2)
Deferred income tax asset, net	-	-	-	-
Deferred tax liability
Investment properties	(2,427)	(479)	-	(2,906)
Deferred income tax liability	(2,427)	(479)	-	(2,906)
Liability netted with asset of the same legal entities	2	-	-	2
Deferred income tax liability, net	(2,425)	(479)	-	(2,904)
Deferred income tax, net	(2,425)	(479)	-	(2,904)

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

9 Income tax (cont’d)

The movement in deferred income tax assets and liabilities of the Group during 2023 is as follows:

			Correction
			Recognised in	of transfer
	Balance as at 31		profit or loss	of tax losses Balance as at 31
	December 2022		during the year within group	December 2023
Deferred tax asset
Tax loss carry forward for indefinite period of time	4	-	(2)	2
Recognised deferred income tax asset	4	-	2	2
Asset netted with liability of the same legal entities	(4)	-	2	(2)
Deferred income tax asset, net	-	-	-	-
Deferred tax liability
Investment properties	(2,027)	(400)	-	(2,427)
Deferred income tax liability	(2,027)	(400)	-	(2,427)
Liability netted with asset of the same legal entities	4	-	(2)	2
Deferred income tax liability, net	(2,023)	(400)	(2)	(2,425)
Deferred income tax, net	(2,023)	(400)	(2)	(2,425)

The Company has not any taxable temporary differences in 2024 and 2023 and has not recognised any deferred tax assets or

liabilities.

The reconciliation of the total income tax to the theoretical amount that would arise using the tax rate of the Group and

the Company is as follows:

	Group		Company
	2024	2023	2024	2023
Profit before income tax	2,374	3,094	1,861	2,663
Tax calculated at the tax rate of 15 %	(356)	(464)	(279)	(399)
Tax effect of non-deductible expenses and non-taxable income	-	13	254	379
Change of tax rates from 2025	(182)	-	-	-
Income tax expenses recorded in the statement of comprehensive income	(538)	(451)	(25)	(20)

In 2024 and 2023 non-taxable income of the Company was share of net profit of subsidiaries accounted for using the equity

method.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

10 Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the

parent by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of shares for 2024 and 2023 was 3,228 thousand.

The following table reflects the income and share data used in the basic earnings per share computations:

	Group
	2024	2023
Net profit (loss), attributable to the equity holders of the parent	1,836	2,643
Weighted average number of ordinary shares (thousand)	3,228	3,228
Basic earnings (deficit) per share (EUR)	0.57	0.82

For 2024 and 2023 diluted earnings per share of the Group and the Company are the same as basic earnings per share.

11 Investment properties

The movements of investment properties during 2024 and 2023 were:

2024

2023

Fair value hierarchy	Level 2
Balance as at 1 January	20,756	18,092
Gain from fair value adjustment	1,980	2,665
Loss from fair value adjustment	-	-
Demolition in 2023	-	(1)
Balance as at 31 December	22,736	20,756
Unrealised gains and losses for the period included within ‘Net gains (losses) from fair value adjustments on investment property’ in the statement of comprehensive income	1,980	2,665

Investment properties are stated at fair value and are valued by accredited valuer UAB korporacija Matininkai using sales

comparison method. The valuations were performed in December 2024 and in December 2023.

The fair value represents the price that would be received selling an asset in an orderly transaction between market participants

at the measurement date. An investment property’s fair value was based on the market approach by reference to sales in the

market of comparable properties. Market approach refers to the prices of the analogues transactions in the market. These values

are adjusted for differences in key attributes such as land plot size and productivity. The most significant input into this valuation

approach is price per hectare.

There were no changes to the valuation techniques during the period.

During 2023 and 2024 the Group has not sold any investment properties.

On 1 May 2014 changes to the Agricultural Land Acquisition temporary law entered into force, providing restrictions of the

purchase of agricultural land (including restriction of purchase of shares in the legal entity owning agricultural land). These

restrictions mean that the Group cannot purchase additional agricultural land and/or acquire shares in entities owning agricultural

land. As a result of restrictions the land sale market in Lithuania became less liquid.

There were no other restrictions on the realisation of investment properties or the remittance of income and proceeds of disposals

during 2024 and 2023. No contractual obligations to purchase investment properties existed at the end of the period.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

12 Financial instruments by category

Group		Financial assets at amortised cost
	2024	2023
Assets as per statement of financial position
Trade and other receivables excluding tax prepayments		84	92
Cash and cash equivalents		125	59
Total		209	151

Company		Financial assets at amortised cost
	2024	2023
Assets as per statement of financial position
Loans granted to subsidiaries – non-current assets		2,474	2,735
Loans granted to subsidiaries – interest		6	4
Trade and other receivables excluding tax prepayments		15	12
Cash and cash equivalents		45	7
Total		2,540	2,758

Group		Financial liabilities at amortised cost
	2024	2023
Liabilities as per statement of financial position
Trade payables		157	77
Other current liabilities excluding taxes and employee benefits		117	101
Total		274	178

Company		Financial liabilities at amortised cost
	2024	2023
Liabilities as per statement of financial position
Trade payables		1	1
Other current liabilities excluding taxes and employee benefits		112	113
Total		113	114

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

13 Loans granted to subsidiaries at amortised cost

The Company’s loans granted are described below:

2024

2023

Loans granted to subsidiaries	2,480	2,739
Total loans granted	2,480	2,739

The movements of loans granted to subsidiaries during the year were:

Balance as at 31 December 2022	3,036
Loans granted during year	17
Loans repayment received	(394)
VAT receivable arising from interest on loans granted to subsidiaries converted to loans
granted	9
Interest charged	193
Interest received	(122)
Balance as at 31 December 2023	2,739
Loans granted during year	27
Loans repayment received	(352)
VAT receivable arising from interest on loans granted to subsidiaries converted to loans
granted	-
Interest charged	229
Interest received	(163)
Balance as at 31 December 2024	2,480

The contractual maturity of loans granted to subsidiaries is 31 December 2025 according to the agreements, but the Company

classifies them as long term, because intends to prolong them on maturity date. Effective interest rate of loans is 7,5%. At each

year end maturity of the loans granted is prolonged for one extra year and new market interest rate is determined.

While the loans granted to the subsidiaries are the main liabilities of the subsidiaries and the fair values of investment properties

owned by the subsidiaries are approximately 3.3 – 45.9 times higher than the carrying amounts of the loans granted, they were

considered as low credit risk financial assets at the reporting date (attributable to Stage 1 financial assets). This is because even

if loans granted were covered in the case of forced sale of investment properties, the Company considers that the loss given

default would amount to zero. As at 31 December 2024 and 2023, the Company’s loans granted were neither overdue nor impaired

and they had no history of counterparty defaults. The Company’s policy is to grant loans only to the subsidiaries controlled by it.

The maximum credit risk as at the financial reporting date is the carrying amount of each category of amounts receivable as

indicated above. The Company does not hold any collateral, but investment properties owned by the subsidiaries are not pledged

to any other party and in fact secure loans granted.

The carrying amount of loans granted by the Company approximates their fair value because the interest rates are reviewed at

the end of each year and adjusted when market rates change. Their value is based on cash flows discounted using 7.5% and

9% interest rate as at 31 December 2024 and 2023, respectively. It is Level 3 fair value measurement.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

14 Trade and other receivables

		Group			Company
	2024		2023	2024		2023
Trade receivables, net of write off		44	41		-	-
Accrued lease income, gross		69	72		-	-
Other receivables, gross		-	-		15	12
Taxes receivable, gross		36	39		-	-
Total trade and other receivable, gross		149	152		15	12
Less: provision for impairment of trade and other receivables		(29)	(21)		-	-
Trade and other receivable net of expected credit losses		120	131		15	12

The Company’s other receivables comprise VAT receivable arising from interest on loans granted to subsidiaries (the Company

has elected to calculate VAT from interest). The receivable was settled in January 2025 and 2024, respectively.

Write off still subject to enforcement activity was amounted to EUR 127 thousand as at 31 December 2024 and EUR 126 thousand

as at 31 December 2023.

Changes in provision for impairment of trade and other receivables for the year 2024 and 2023 have been included within

‘Provision for (reversal of) impairment of trade receivables’ in the statement of comprehensive income.

The Group’s trade and other receivables are non-interest bearing and are generally with a credit term of 30 days. First part of rent

is payable until 1 April according to the most Group’s lease agreements.

Movements in the accumulated impairment losses on credit impaired accounts receivable of the Group were as follows:

	Group
	Impairment losses
Balance as at 31 December 2022		2
Charge for the year		19
Enforcement activity ended		-
Recoveries of amounts previously impaired or written off		-
Reclassification to write-off		-
Balance as at 31 December 2023		21
Charge for the year		10
Enforcement activity ended		-
Recoveries of amounts previously impaired or written off		-
Reclassification to write-off		(2)
Balance as at 31 December 2024		29

During 2024 and 2023 the recoveries of written off were EUR 1 thousand and EUR 3 thousand, respectively.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

14 Trade and other receivables (cont’d)

The credit risk exposure of trade receivables can be assessed on the ageing analysis disclosed below:

		Less than			181 – 365	Credit
	Current	30 days		30–90 days 91–180 days	days	impaired	Total
As at 31 December 2024
Trade receivables net of write off	1	-	-	-	8	35	44
Accrued lease income	69	-	-	-	-	-	69
Other receivables	-	-	-	-	-	-	-
Expected credit losses	-	-	-	-	-	(29)	(29)
Trade and other receivable net of expected credit losses	70	-	-	-	8	6	84
As at 31 December 2023
Trade receivables net of write off	-	1	-	-	-	40	41
Accrued lease income	72	-	-	-	-	-	72
Other receivables, gross	-	-	-	-	-	-	-
Expected credit losses	-	-	-	-	-	(21)	(21)
Trade and other receivable net of expected credit losses	72	1	-	-	-	19	92

The ageing analysis of the credit impaired of trade receivables disclosed below:

		Less than				181 – 365	More than
Trade receivables net of write off as	Current	30 days			30–90 days 91–180 days	days	1 years	Total
at 31 December 2024	-		-	-	-	-	35	35
Trade receivables net of write off as at 31 December 2023	-		2	-	-	35	3	40

15 Share capital, acquisition of own shares and reserves

The total authorised number of ordinary shares is 3,291,549 (as of 31 December 2023: 3,291,549 shares) with a par value of

EUR 0.29 per share. All the shares of the Company were fully paid. The Company’s share capital and equity was formed in

accordance with the procedure set forth in the terms of split-off on 29 April 2014. The Company holds 63,039 own shares (1.92%

of share capital).

There are not any changes in 2024 and 2023.

Legal reserve

Legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 % of net profit, calculated

in accordance with the statutory financial statements, are compulsory until the reserve reaches 10 % of the share capital. The

reserve can be used only to cover the accumulated losses.

Reserve for the acquisition of own shares

Reserve for the acquisition of own shares is formed for the purpose of buying own shares in order to keep their liquidity and

manage price fluctuations. It can be formed by shareholders’ decision at the Annual Shareholders Meeting from the profit available

for distribution. The reserve cannot be used to increase the share capital. The reserve does not change when Company acquires

own shares, but is utilised when own shares are cancelled. The shareholders can decide to transfer unused amounts of the

reserve back to retained earnings at the Annual Shareholders Meeting.

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

16 Dividends

A dividend in respect of the year ended 31 December 2023 of EUR 0.12 per share, amounting to a total dividend of EUR 387

thousand, was approved at the annual general meeting on 10 April 2024.

A dividend in respect of the year ended 31 December 2022 of EUR 0.15 per share, amounting to a total dividend of EUR 484

thousand, was approved at the annual general meeting on 29 March 2023.

Movement in dividends payable (presented within “Other current liabilities” in the statement of financial position) is presented in

the table below:

		Group/Company
		Dividends payable
	2024	2023
As at 1 January		83	72
Dividends paid to equity holders of the parent		(381)	(473)
Approved dividends		387	484
As at 31 December		89	83

17 Related party transactions

The related parties of the Group were the shareholders of the Company, who have significance influence (Note 1), key

management personnel, including companies under control or joint control of key management and shareholders having

significant influence. According to IAS 24, AB Invalda INVL and the entities controlled by AB Invalda INVL are also considered to

be related parties, because the shareholders of the Company, having significance influence, also have a joint control over AB

Invalda INVL through shareholders’ agreement.

The Group’s transactions with related parties during 2024 and related balances as at 31 December 2024 were as follows:

2024	Sales to related	Purchases from	Receivables from	Payables to
Group	parties	related parties	related parties	related parties
AB Invalda INVL group (accounting services)	-	73	-	12
UAB INVL Farmland Management
(administration fees)	-	267	-	150
AB Invalda INVL group (reimbursement of expenses for insurance)	-	4	-	-
	-	344	-	162

The Group’s transactions with related parties during 2023 and related balances as at 31 December 2023 were as follows:

2023	Sales to related	Purchases from	Receivables from	Payables to
Group	parties	related parties	related parties	related parties
AB Invalda INVL group (accounting services)	-	72	-	5
UAB INVL Farmland Management
(administration fees)	-	172	-	74
AB Invalda INVL group (reimbursement of expenses for insurance and webpage)	-	4	-	-
	-	248	-	79

AB INVL BALTIC FARMLAND, company code 303299781, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

(all amounts are in EUR thousand unless otherwise stated)

17 Related party transactions (cont’d)

The Company’s related parties are the subsidiaries (Note 5), shareholders, who have significance influence (Note 1), key

management personnel and companies under control or joint control of key management and shareholders with significant

influence. According to IAS 24, AB Invalda INVL and the entities controlled by AB Invalda INVL are also considered to be related

parties, because the shareholders of the Company, having significance influence, also have a joint control over AB Invalda INVL

through shareholders’ agreement.

Transactions of the Company with subsidiaries in 2024 and 2023 and related balances as at 31 December 2024 and 2023 were

as follows:

	2024		2023
Company	Interest income	Receivables from	Interest income	Receivables from
	from related parties	related parties	from related parties	related parties
Loans and borrowings	229	2,480	193	2,739
VAT receivable arising from interest	-	15	-	12
	229	2,495	193	2,751

The maturity of loans granted is till 31 December 2025, effective interest rate 7.5% (Note 13). As at 31 December 2023 the maturity

of loans granted was till 31 December 2024, effective interest rate 9% (Note 13).

In 2024 the Company have purchased tax losses from subsidiaries for EUR 11 thousand (In 2023 - 2 thousand EUR). In 2024 the

Company received EUR 15 thousand of dividends from subsidiary.

The Company’s transactions with other related parties during 2024 and 2023 and related balances as at 31 December 2024 and

2023 were as follows:

	2024				2023
Company	Purchases from	Payables to	Purchases from		Payables to related
	related parties	related parties	related parties		parties
AB Invalda INVL group (accounting
services)	11	6		11	5
AB Invalda INVL group (reimbursement
of expenses for insurance and webpage)	4	-		4	-
	15	6		15	5

The management remuneration contains short-term employees’ benefits. Key management of the Company and the Group

includes Board members and the Director of the Company, respectively. In 2024 and 2023 the Group’s key management

compensation was EUR 2 thousand and EUR 2 thousand, respectively. In 2024 and 2023 the Company’s key management

compensation was EUR 2 thousand and EUR 2 thousand, respectively.

There were no loans granted to key management personnel during the reporting period or outstanding at the end of the reporting

period.

In 2024 to the Board members, which are shareholders of the Company, were paid EUR 32 thousand of dividends, net of tax. To

the entities, which are controlled by the Board members, were paid EUR 117 thousand of dividends, net of tax. To the natural

persons related to the Board members the Company paid EUR 102 thousand of dividends, net of tax.

In 2023 to the Board members, which are shareholders of the Company, were paid EUR 40 thousand of dividends, net of tax. To

the entities, which are controlled by the Board members, were paid EUR 147 thousand of dividends, net of tax. To the natural

persons related to the Board members the Company paid EUR 127 thousand of dividends, net of tax.

CONSOLIDATED ANNUAL MANAGEMENT REPORT OF 2024

APPROVED BY THE BOARD OF INVL BALTIC FARMLAND, AB ON 28 FEBRUARY 2025

INVL Baltic Farmland, AB

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 35

CONTENT

I. GENERAL INFORMATION ...................................................................................................................... 37

1. Legal basis for preparation of the Annual Consolidated Management Report and content of information ............................ 37

2. Reporting period for which the report is prepared ...................................................................................................... 37

3. General information about the Issuer and other companies comprising the Issuer‘s group .............................................. 37

3.1. Information about the issuer ............................................................................................................................. 37

3.2. Information on company’s goals, philosophy and strategy ..................................................................................... 37

3.3. Information about the Issuer‘s group of companies .............................................................................................. 38

4. Agreements with intermediaries on public trading in securities .................................................................................... 40

5. Information on Issuer’s branches and representative offices ....................................................................................... 40

II. INFORMATION ABOUT SECURITIES ....................................................................................................... 41

6. The order of amendment of Issuer’s Articles of Association ......................................................................................... 41

7. Structure of the authorized capital ........................................................................................................................... 41

7.1. Information about the issuer’s treasury shares .................................................................................................... 41

8. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial investment to the Issuer

on a regulated market ................................................................................................................................................ 42

9. Dividends ............................................................................................................................................................. 45

10. Shareholders ....................................................................................................................................................... 46

10.1. Information about company‘s shareholders ....................................................................................................... 46

10.2. Rights and obligations carried by the shares ...................................................................................................... 48

III. ISSUER’S MANAGING BODIES ............................................................................................................ 50

11. Structure, authorities, the procedure for appointment and replacement ...................................................................... 50

11.1. General Shareholders’ Meeting ......................................................................................................................... 50

11.2. The Board ..................................................................................................................................................... 52

11.2.2. Procedure of work of the Board ..................................................................................................................... 53

11.3. The Director .................................................................................................................................................. 54

12. Information about members of the Board, Company providing accounting services ...................................................... 55

13. Information about the Audit Committee of the company ........................................................................................... 57

13.1. Procedure of work of the audit committee ......................................................................................................... 57

13.2. Members of the Audit Committee ..................................................................................................................... 58

14. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other assets transferred and

guarantees granted to the Managing bodies and company providing accounting services .................................................... 59

IV. INFORMATION ABOUT THE ISSUER’S AND ITS GROUP COMPANIES’ ACTIVITY ............................................ 60

15. Overview of the Issuer and its group activity ........................................................................................................... 60

15.1. Business environment ..................................................................................................................................... 60

15.2. Significant Issuer’s and its group events during the reporting period, affect on the financial statement ..................... 63

15.3. Employees .................................................................................................................................................... 64

15.4. Environmental Protection and actions on climate change ..................................................................................... 64

15.5. Fight against corruption and bribery ................................................................................................................. 65

16. A description of the principal advantages, uncertainties encountered, risks and uncertainties ........................................ 65

16.1. Advantages of investments .............................................................................................................................. 65

16.2. Risk factors ................................................................................................................................................... 66

16.3. The main indications about internal control and risk management systems related to the preparation of consolidated

financial statements ................................................................................................................................................ 67

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 36

17. Significant investments made during the reporting period ......................................................................................... 68

18. Information about significant agreements to which the issuer is a party, which would come into force, be amended or cease

to be valid if there was a change in issuer‘s controlling shareholder ................................................................................. 68

19. Information on the related parties’ transactions ....................................................................................................... 68

20. Information on harmful transactions in which the issuer is a party ............................................................................. 68

21. Significant events since the end of the financial year ................................................................................................ 68

22. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts .................................................... 68

22.1. Evaluation of implementation of goals for 2024 .................................................................................................. 68

22.2. Activity plans and forecasts ............................................................................................................................. 68

V. OTHER INFORMATION ......................................................................................................................... 69

23. References to and additional explanations of the data presented in the annual financial statements and consolidated financial

statements ............................................................................................................................................................... 69

24. Information on financial risk management objectives used for hedging measures which hedge accounting and of price risk,

credit risk, liquidity risk and cash flow risk where the company group uses financial instruments and is an important evaluation

of the property, own capital, liabilities, revenue and expenses ........................................................................................ 69

25. Information about activities of the Issuer and companies comprising the issuer’s group in the field of research and

development ............................................................................................................................................................. 69

26. Information about agreements of the Company and its managing bodies, members of the formed committees, or the

employees’ agreements providing for compensation in case of the resignation or in case they are dismissed without a due

reason or their employment is terminated in view of the change of the control (official offering) of the Company.. ................ 69

27. Information about any control systems in the employee share plan that are not exercised directly by employees ............. 69

28. Information on audit company ............................................................................................................................... 69

29. Data on the publicly disclosed information ............................................................................................................... 69

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT DETAILS ........................................ 71

APPENDIX 2. CORPORATE GOVERNANCE CODE........................................................................................... 73

APPENDIX 3. INFORMATION ABOUT COMPANY'S MANAGEMENT ................................................................... 88

APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR FORMULAS AND DEFINITIONS ..................... 90

APPENDIX 5. INFORMATION ABOUT REMUNERATION .................................................................................. 93

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 37

I. GENERAL INFORMATION

1. Legal basis for preparation of the Annual Consolidated Management Report and content of information

The annual consolidated management report of the public joint-stock company INVL Baltic Farmland (hereinafter may be referred

as the Company or INVL Baltic Farmland, AB) has been prepared by the Company in accordance with the Law on Securities of the

Republic of Lithuania, the Law on Companies of the Republic of Lithuania, the Rules on the Disclosure of Information and the

Guidelines on the Disclosure of Information approved by the Board of the Bank of Lithuania. The content of the consolidated annual

management report is disclosed according to Law on Corporate and Corporate Group Reporting of the Republic of Lithuania.

The Company informs that the information about the Company presented in this annual consolidated management report is divided

into five (V) sections. These sections disclose information on Company's securities, the Management of the Company, the Company's

and the Group's activities and other information, that the Company considers as important to disclose. The Company notes that the

information presented in the consolidated annual management report is relevant for understanding the Company's performance,

condition and impact of operations.

2. Reporting period for which the management report is prepared

The management report covers the financial period of INVL Baltic Farmland, AB starting from 1 January 2024 and ending on 31

December 2024. The management report also discloses information from the end of the reporting period to the release of the

report.

3. General information about the Issuer and other companies comprising the Issuer‘s group

3.1. Information about the issuer

Name of the Issuer

The public joint-stock company INVL Baltic Farmland

Code

303299781

Registered address

Gynėjų str. 14, 01110, Vilnius, Lithuania

Telephone

+370 5 279 0601

E-mail

farmland@invaldainvl.com

Website

www.invlbalticfarmland.lt

LEI code

5299000AUE9M1W13ZQ36

Legal form

public joint-stock company

Date and place of registration

29 April 2014. Register of Legal Entities

Company are accumulated and stored

3.2. Information on Company’s goals, philosophy and strategy

The main goal of INVL Baltic Farmland – to invest into agricultural land in Lithuania and, after renting it to farmers and agricultural

companies, to ensure that income from rent will exceed inflation and make a profit from agricultural land price growth. Since prices

of agricultural products are determined in the world markets, this investment allow to participate in the world food supply chain.

The public joint-stock company INVL Baltic Farmland was established on 29 April 2014 on the basis of a part of assets split-off from

one of the leading asset management groups in the Baltic region Invalda INVL. INVL Baltic Farmland manages shares of 18

companies investing into agricultural land that are owning about 3 thousand hectares of agricultural land in Lithuania. 99% of

cultivated land is rented to farmers and agricultural companies.

Shares of INVL Baltic Farmland are listed on Nasdaq Vilnius stock exchange since 4 June 2014.

The administration of the INVL Baltic Farmland group owned land, according to the basic property administration agreement signed

on 30 June 2015, is transmitted to the owned company INVL Farmland Management. On 28 December 2020, the Basic Property

Administration Agreement’s Amendment No. 20150630/01 was concluded, based on which the term of the Basic Property

Administration Agreement was extended until 31 December 2025. Management fees paid for INVL Farmland Management are 7

percent of annual rental income of the companies - land owners as well as 0.5 percent of INVL Baltic Farmland market capitalization.

Moreover, there is a success fee which becomes valid only when consolidated equity of companies - land owners annual growth is

higher than 5 percent plus inflation. Success fee is 20 percent of the consolidated equity in excess of the above-mentioned

benchmark (High-Water Mark principle is applicable).

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 38

As the Company has signed the property administration agreement it employs a minimum number of people.

It is prohibited for one person to have more than 500 hectares of land in Lithuania since 2014. That‘s why INVL Baltic Farmland

development is limited and the generated funds are directed to the payment of dividends to shareholders.

Investments into agricultural land are classified as long term and are recommended for investors who are satisfied with the return

on rent and possible income from increase of agricultural land prices.

3.3. Information about the Issuer‘s group of companies

INVL Baltic Farmland has 100% in 18 companies owning about 3 thousand hectares of agricultural land in the most fertile regions

of Lithuania. Companies - land owners and joint-stock company INVL Baltic Farmland on 30 June 2015 have signed a basic property

administration agreement with INVL Farmland Management, whose shareholder is Invalda INVL – one of the leading asset

management groups in the Baltic region, which administrates agricultural land owned by the companies to ensure steady growth

of income for the shareholders and the value of the land. On 21 October 2020, the General Meeting of Shareholders of the Company

approved the extension of the agreement with UAB INVL Farmland Management and its arrangement in a recast version. The

agreement was extended until 31 December 2025.

Fig. 3.3.1. Group structure of INVL Baltic Farmland, AB as of 31 December 2024

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 39

Fig. 3.3.2. Agricultural land portfolio and agricultural land fertilisation of INVL Baltic Farmland, AB

Plots belonging to the Company are in the most fertile areas of Lithuania. They are highlighted in blue.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 40

Table 3.3.3. Information about companies of INVL Baltic Farmland group

Company name

District of company‘s

activities

Owned land plot,

hectares

Cultivated cropland area,

hectares

Avizele, UAB

Rokiskis dist., Anyksciai dist.

113.82

107.51

Berzyte, UAB

Birzai dist.

150.49

145.99

Dirvolika, UAB

Akmene dist., Joniskis dist.,

Siauliai dist.

199.44 192.03

Duonis, UAB

Jonava dist., Kedainiai dist.,

Ukmerge dist.

181.98 174.34

Ekotra, UAB

Vilkaviskis dist.

238.81

228.02

Kvietukas, UAB

Pakruojis dist., Pasvalys dist.

118.01

112.69

Laukaitis, UAB

Pakruojis dist., Pasvalys dist.,

Siauliai dist.

204.10 193.44

Lauknesys, UAB

Birzai dist., Pasvalys dist.

109.94

107.83

Linaziede, UAB

Alytus dist., Jonava dist.,

Kaisiadorys dist., Prienai dist.

85.13 80.75

Pusaitis, UAB

Radviliskis dist.

82.44

81.10

Puskaitis, UAB

Marijampole dist., Prienai

dist., Vilkaviskis dist.

193.46 188.14

Seja, UAB

Kedainiai dist.

82.53

79.75

Vasarojus, UAB

Anyksciai dist., Panevezys

dist., Ukmerge dist.

375.73 364.85

Zalve, UAB

Kupiskis dist.

216.88

201.73

Zemgale, UAB

Birzai dist., Kupiskis dist.,

Panevezys dist.

241.76 232.00

Zemynele, UAB

Sakiai dist., Vilkaviskis dist.

72.57

70.81

Ziemkentys, UAB

Panevezys dist., Pasvalys

dist.

414.14 401.62

3,081.23

2,962.60

4. Agreements with intermediaries on public trading in securities

INVL Baltic Farmland, AB has signed the agreements with these intermediaries:

 Šiaulių bankas, AB (Tilžės str. 149, Šiauliai, Lithuania, tel. +370 41 595 607) – the agreement on investment services, the

agreement on management of securities accounting and agreement on dividend distribution.

5. Information on Issuer’s branches and representative offices

INVL Baltic Farmland, AB has no branches or representative offices.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 41

II. INFORMATION ABOUT SECURITIES

6. The order of amendment of Issuer’s Articles of Association

The Articles of Association of INVL Baltic Farmland, AB may be amended by resolution of the General Shareholders’ Meeting, passed

by more than 2/3 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania).

Actual wording of the Articles of Association of the Company is dated as of 18 April 2023. The Company’s Articles of Association is

published on the Company’s web page (Company‘s web site section „Investor Relations“ → „Articles of Association“. The link:

https://invlbalticfarmland.com/en/investor-relations/legal-documents/

7. Structure of the authorized capital

Table 7.1. Structure of INVL Baltic Farmland, AB authorised capital as of 31 December 2024.

Type of shares

Number of shares and

total voting rights granted

by the issued shares, units

Number of votes for

the quorum of the

General Shareholders

Meeting, units*

Nominal

value,

EUR

Total nominal

Value and

authorised

capital, EUR

Portion of

the

authorised

capital,

Ordinary registered shares 3,291,549 3,228,510 0.29 954,549.21 100

*According to Article 27 (4) of the Law on Companies’ in determining the quorum of the General Meeting of Shareholders, it is considered that the

acquired own shares do not grant voting rights.

All shares are fully paid-up and no restrictions apply on their transfer.

7.1. Information about the issuer’s treasury shares

The General Shareholders Meeting of the Company that was held on 28 October 2015 approved resolution to purchase its own

shares. The period during which the Company could acquire its own shares - 18 months from the day of this resolution. The

maximum one share acquisition price – EUR 4.00, minimum one share acquisition price – EUR 2.87. During this period the Company

initiated acquisition of own shares 1 time. On 21 June, the Company announced about acquisition of 1.92 percent of own shares.

63,039 units of shares were offered. The settlement for the acquired shares happened on 22 June 2016.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 22 March 2017 made decision to purchase its own

shares. The period during which the Company may acquire its own shares - 18 months from the day of this resolution. The maximum

one share acquisition price – EUR 4.50, minimum one share acquisition price – EUR 3.16. Company has not initiated acquisition of

own shares in 2017.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 10 April 2018 approved resolution to purchase its

own shares. The period during which the Company may acquire its own shares - 18 months from the day of this resolution. The

maximum one share acquisition price – EUR 5.00, minimum one share acquisition price – EUR 3.00. Company has not initiated

acquisition of own shares in 2018.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 22 March 2019 made decision to purchase its own

shares. The period during which the Company may acquire its own shares - 18 months from the day of this resolution. The maximum

one share acquisition price – EUR 5.00, minimum one share acquisition price – EUR 3.00. Company has not initiated acquisition of

own shares in 2019.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 23 March 2020 made decision to purchase its own

shares. The period during which the Company may acquire its own shares - 18 months from the day of this resolution. The maximum

one share acquisition price – EUR 5.00, minimum one share acquisition price – EUR 3.00. Company has not initiated acquisition of

own shares in 2020.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 9 April 2021 made decision to purchase its own

shares. The period during which the Company may acquire its own shares - 18 months from the day of this resolution. The maximum

one share acquisition price – EUR 5.00, minimum one share acquisition price – EUR 3.00. Company has not initiated acquisition of

own shares in 2021.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 27 April 2022 made a decision to establish the

procedure of the acquisition of its own shares. The period during which the Company may acquire its own shares - 18 months from

the day of this resolution. The maximum one share acquisition price – EUR 5.00, minimum one share acquisition price – EUR 3.00.

Company has not initiated acquisition of own shares in 2022.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 29 March 2023 made a decision to establish the

procedure of the acquisition of its own shares. The period during which the Company may acquire its own shares - 18 months from

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 42

the day of this resolution. The maximum one share acquisition price – EUR 5.00, minimum one share acquisition price – EUR 3.00.

Company has not initiated acquisition of own shares in 2023.

The General Shareholders Meeting of INVL Baltic Farmland, AB that was held on 10 April 2024 made a decision to establish the

procedure of the acquisition of its own shares. The period during which the Company may acquire its own shares - 18 months from

the day of this resolution. The maximum one share acquisition price – EUR 5.50, minimum one share acquisition price – EUR 3.50.

Company has not initiated acquisition of own shares in 2024.

At the end of the reporting period the amount of Company‘s acquired own shares stayed the same and amounted to

63,039 (units) of the nominal value of EUR 0.29 each or 1.92 percent of the Company’s Authorised capital. Subsidiaries

of INVL Baltic Farmland have not implemented acquisition of shares in INVL Baltic Farmland directly or indirectly under the order

of subsidiary by persons acting by their name.

8. Trading in Issuer’s securities as well as securities, which are deemed to be a significant financial

investment to the Issuer on a regulated market

Table 8.1. Main characteristics of INVL Baltic Farmland, AB shares admitted to trading:

Type of shares

Ordinary registered shares

ISIN code

LT0000128753

LEI code

5299000AUE9M1W13ZQ36

Name

INL1L

Exchange

Nasdaq Vilnius

List

Baltic Secondary list

Authorised capital (EUR)

954,549.21

Nominal value of 1 share (EUR)

0.29

Shares issued, units

3,291,549

Total voting rights granted by the issued

shares, units

3,291,549

Number of votes for the quorum of the

General Shareholders Meeting, units*

3,228,510

Date of the beginning of listing

4 June 2014

*According to Article 27 (4) of the Law on Companies’ in determining the quorum of the General Meeting of Shareholders, it is considered that the

acquired own shares do not grant voting rights.

Company uses no services of liquidity providers.

Table 8.2. Trading in the Company’s shares 2020 – 2024 (quarterly) on NASDAQ Vilnius:

Reporting

period

Price, EUR

Turnover, EUR

Last trading

date

Total turnover

high

low

last

high

low

last

quantity

EUR

2020 1st Q

4.18

3.5

4.00

6,883.64

33.84

31.03.2020

8,571

33,405.22

2020 2nd Q

5.00

3.74

4.44

6,046.44

4.02

30.06.2020

3,101

14,141.06

2020 3rd Q

5.20

4.20

5.00

2,530.8

4.78

30.09.2020

3,029

14,555.94

2020 4th Q

5.10

4.40

5.05

3,536.3

4.82

5.05

30.12.2020

3,444

16,871.20

2021 1st Q

6.50

4.90

5.70

3,721.75

5.20

365.60

31.03.2021

4,846

26,706.11

2021 2nd Q

8.70

5.70

8.65

4,336.70

6.40

3,410.80

30.06.2021

5,650

38,375.60

2021 3rd Q

9.00

6.30

24,823

8.20

329.70

30.09.2021

9,892

78,273.90

2021 4th Q

7.95

6.90

7.70

5,188.45

7.05

1,084.40

30.12.2021

3,624

26,434.15

2022 1st Q

7.90

5.50

6.80

7,607.95

7.20

49.45

31.03.2022

8,704

59,930.80

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 43

2022 2nd Q

8.40

6.80

8.20

24,672.25

7.20

336.15

30.06.2022

10,816

84,414.00

2022 3rd Q

8.40

6.85

7.20

7,944.20

7.20

30.09.2022

2,910

22,515.50

2022 4th Q

8.35

6.55

8.10

4,596.90

7.15

30.12.2022

2,564

19,295.45

2023 1st Q

8.20

7.05

7.55

3,215.30

8.00

31.03.2023

2,199

17,045.10

2023 2nd Q

7.70

6.05

7.00

2,681.15

7.40

161.70

30.06.2023

1,760

12,613.70

2023 3rd Q

7.95

6.80

7.45

3,843.55

7.60

126.65

29.09.2023

1,698

12,729.95

2023 4th Q

7.60

6.15

7.20

5,621.95

7.20

117.15

29.12.2023

2,239

16,016.80

2024 1st Q

7.25

6.15

6.40

2,322.85

6.80

83.20

28.03.2024

2,490

16,900.05

2024 2nd Q

6.75

5.80

6.40

10,393.70

6.30

28.06.2024

5,114

32,194.35

2024 3rd Q

6.65

6.05

6.35

4,085.20

6.15

6.35

30.09.2024

3,598

22,547.85

2024 4th Q

7.10

6.01

6.30

7,553.15

6.15

304.65

30.12.2024

8,197

51,497.25

Table 8.3. Trading in INVL Baltic Farmland, AB shares 2020 - 2024:

2020

2021

2022

2023

2024

Share price, EUR

- open

3.480

5.000

7.700

8.100

7.200

- high

5.200

9.000

8.400

8.200

7.250

- low

3.500

4.900

5.500

6.050

5.800

- medium

4.352

7.071

7.448

7.397

6.348

- last

5.050

7.700

8.100

7.200

6.300

Turnover, units

18,145

24,012

24,994

7,896

19,399

Turnover, EUR

78,973.42

169,789.76

186,155.75

58,405.55

123,139.5

Traded volume,

units

471 861 746 470 680

Table 8.4. Capitalisation*, 2020-2024.

Last trading date

Number of shares granted

with voting rights, units

Last price, EUR Capitalisation, EUR

31.03.2020

3,228,510

4.00

12,914,040

30.06.2020

3,228,510

4.44

14,334,584.4

30.09.2020

3,228,510

5.00

16,142,550

30.12.2020

3,228,510

5.05

16,303,975.5

31.03.2021

3,228,510

5.70

18,402,507

30.06.2021

3,228,510

8.65

27,926,611.5

30.09.2021

3,228,510

6.30

20,339,613

30.12.2021

3,228,510

7.70

24,859,527

31.03.2022

3,228,510

6.80

21,953,868

30.06.2022

3,228,510

8.20

26,473,782

30.09.2022

3,228,510

7.20

23,245,272

30.12.2022

3,228,510

8.10

26,150,931

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 44

31.03.2023

3,228,510

7.55

24,375,250.5

30.06.2023

3,228,510

7.00

22,599,570

29.09.2023

3,228,510

7.45

24,052,399.5

29.12.2023

3,228,510

7.20

23,245,272

28.03.2024

3,228,510

6.40

20,662,464

28.06.2024

3,228,510

6.40

20,662,464

30.09.2024

3,228,510

6.35

20,501,038.5

30.12.2024

3,228,510

6.30

20,339,613

*The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation

formulas. All the information is disclosed in Appendix 4 to this Consolidated Annual management report and in Company‘s web site section „Investor

Relations“ → „Reports“ → „Indicator formulas“. The link: https://invlbalticfarmland.com/en/investor-relations/financial-information-and-reports/

)

Fig. 8.1. INVL Baltic Farmland, AB change of share price and indexes

(resource: Nasdaq Baltic, Baltic market indexes)

The OMX Baltic Benchmark index (OMXBB – PI, GI, CAP) tracks the largest and most traded shares from all the industry sectors represented on the Nasdaq Baltic Market.

The OMX Baltic Real Estate GI index is available at the Baltic level. Based on the FTSE Group’s Industry Classification Benchmark (ICB), each shows the trend in a specific

industry and enables the comparison of companies in that industry. Indexes for each ICB industry and supersector are calculated in euros for the stocks on the Main and

Secondary lists of the Nasdaq Baltic exchanges is based on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE).

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 45

Fig. 8.2. Change of share price of INVL Baltic Farmland, AB

9. Dividends

The General Shareholders’ Meeting decides upon dividend payment and determines the amount of dividends. The Company pays

out the dividends within 1 month after the day of adoption of the resolution on profit distribution.

The General Shareholders Meeting of the Company held on 10 April 2018 approved the new wording of the Dividend Payment Policy.

According to the Policy, it is decided to allocate EUR 0.10 dividend per share (exceptions, which state decrease / increase of the

allocated dividend is disclosed in the Company's dividend payment policy).

Persons have the right to receive dividends if they were shareholders of the Company at the end of the tenth working day after the

day of the General Shareholders’ Meeting which issued the resolution to pay dividends.

According to the Law on Personal Income Tax, 15 % tax is applied to the dividends since 2014, and according to the Law on

Corporate Income Tax 16 % tax is applied to the dividends since 2025. The Company is responsible for calculation, withdrawn and

transfer (to the benefit of the State) of applicable taxes

The General Shareholders Meeting of INVL Baltic Farmland, AB held on 10 April 2024, decided to allocate EUR 0.12

dividend per share.

Dividends were allocated to the shareholders, who at the end of the tenth business day following the day of the General Shareholders

Meeting that adopted a decision on dividend payment, i.e., on 24 April 2024 were shareholders of INVL Baltic Farmland, AB.

On 9 May 2024, the Company announced that will start to allocate dividends from 10 May 2024. Dividends were allocated to those

shareholders of the Company, who has provided existing bank accounts.

Information relevant to the dividends paid by the Company, as well as matter of dividend payments and valid Dividend payment

policy is published on Company’s web page.

Table 9.1. Indexes related with shares.

Company’s* 2020 2021 2022 2023 2024

Net Asset Value per

share, EUR

4.34 4.63 5.0 5.67 6.12

Price to book value

(P/Bv)

1.16 1.66 1.62 1.27 1.03

Dividend yield 2.0 1.9 3.0 2.1 1.9

Dividends/ Net

profit

0.36 0.34 0.39 0.18 0.21

This information should not be treated as tax consultation.

2000

4000

6000

8000

10000

12000

4.4

6.4

7.4

8.4

02.01.2019

21.02.2019

12.04.2019

01.06.2019

21.07.2019

09.09.2019

29.10.2019

18.12.2019

06.02.2020

27.03.2020

16.05.2020

05.07.2020

24.08.2020

13.10.2020

02.12.2020

21.01.2021

12.03.2021

01.05.2021

20.06.2021

09.08.2021

28.09.2021

17.11.2021

06.01.2022

25.02.2022

16.04.2022

05.06.2022

25.07.2022

13.09.2022

02.11.2022

22.12.2022

10.02.2023

01.04.2023

21.05.2023

10.07.2023

29.08.2023

18.10.2023

07.12.2023

26.01.2024

16.03.2024

05.05.2024

24.06.2024

13.08.2024

02.10.2024

21.11.2024

Turnover (EUR)

Price, EUR

Turnover (EUR)

INL1L price

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 46

* The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation

formulas. All the information is disclosed in Appendix 4 to this Consolidated Annual management report and in Company‘s web site section „Investor

Relations“ → „Reports“ → „Indicator formulas“. The link: https://invlbalticfarmland.com/en/investor-relations/financial-information-and-reports/

)

Fig. 9.1. Dividends allocation per share

10. Shareholders

10.1. Information about Company‘s shareholders

The total number of shareholders in INVL Baltic Farmland was 3,388 on 31 December 2024. There are no shareholders entitled to

special rights of control.

Table 10.1.1. Shareholders who held title to more than 5% of INVL Baltic Farmland, AB authorised capital, votes as of 31 December

2024. The votes authorised capital held of the management of the Company (manager, members of the Board) is also be disclosed.

Name of the shareholder or

Company

Number of shares

held by the right of

ownership, units

Share of the

authorised

capital held, %

Share of votes given by the

shares held by the right of

ownership, %

Indirectly held

voting rights, %

LJB Investments, UAB

code 300822575,

Juozapavičiaus str. 9A, Vilnius

977,751 29.70 29.70 0

Irena Ona Mišeikienė

931,831

28.31

Lucrum Investicija, UAB

code 300806471, Gynėjų str.

14, Vilnius

415,628 12.63 12.63 0

Alvydas Banys

252,875

7.68

29.70

Ilona Šulnienė

239,000

7.26

Indrė Mišeikytė

64,450

1.96

Darius Šulnis

12.63

Eglė Surplienė

According to Paragraph 1 of Article 16 of the Law on Securities of the Republic of Lithuania, Alvydas Banys is deemed to hold the voting rights of LJB Investments, a

company controlled by him.

According to Paragraph 1 of Article 16 of the Law on Securities of the Republic of Lithuania, Darius Šulnis is deemed to hold the voting rights of Lucrum investicija, a

company controlled by him.

for 2014

allocated

EUR 0.06

pe r s ha re

for

2015 allocated

EUR

0.066 per s hare

for 2016 allocated

EUR 0.07 per s hare

for 2017 allocated

EUR 0.15 per s hare

for 2018 allocated

EUR 0.1 per s ha re

for 2019 allocated

EUR 0.1 per s ha re

for 2020 allocated

EUR 0.15 per s hare

for 2021 allocated

EUR 0.24 per s hare

for 2022 allocated

EUR 0.15 per sha re

for 2023 allocated

EUR 0.12 per s hare

0,01

0,06

0,11

0,16

0,21

0,26

EUR per share

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 47

Fig. 10.1.1. Votes as of 31 December 2024

Table 10.1.2. Distribution of securities by investors’ groups as of 31 December 2024

Investors

Shareholders

Share of votes given by the owned

Amount

Part, %

Amount

Part, %

Private persons

3,363

99.26

1,828,864

55.56

Legal persons (private corporations,

Financial institutions and insurance

corporations and their clients)

25 0.74 1,462,685 44.44

Total

3,388

3,291,549

10.1.2. Fig. Distribution of securities by investors’ groups and share of votes given by the owned shares as of 31 December 2024

Private persons;

55.56%

Legal persons

(private

corporations,

Financial

institutions and

insurance

corporations

and their

clients);

44.44%

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 48

Table 10.1.3. Distribution of securities by investors’ groups as of 31 December 2024

Regions

Shareholders

Share of votes given by the owned

Amount

Part, %

Amount

Part, %

Lithuania

3,219

95.01

3,207,395

97.44

Other EU members

135

3.99

14,635

0.45

Non- EU countries

69,519

2.11

Total

3,388

3,291,549

10.2. Rights and obligations carried by the shares

10.2.1. Rights of the shareholders

The Company’s shareholders have the following property and non-property rights:

1) to receive a part of the Company's profit (dividend);

2) to receive the Company’s funds when the authorised capital of the Company is reduced with a view to paying out the Company’s

funds to the shareholders;

3) to receive a part of assets of the Company in liquidation;

4) to receive shares without payment if the authorised capital is increased out of the Company funds, except in cases provided by

the laws of the Republic of Lithuania;

5) to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in cases when the

General Shareholders’ Meeting in the manner prescribed in the legal acts decides to withdraw the pre-emption right in acquiring

the Company’s newly issued shares or convertible debentures for all the shareholders;

6) to lend to the Company in the manner prescribed by law; however, when borrowing from its shareholders, the Company may

not pledge its assets to the shareholders. When the Company borrows from a shareholder, the interest may not be higher than

the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business,

which was in effect on the day of conclusion of the loan agreement. In such a case the Company and shareholders shall be

prohibited from negotiating a higher interest rate;

7) other property rights provided by laws;

8) to attend the General Shareholders’ Meetings;

9) to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of

Shareholders;

10) to vote at the General Shareholders’ Meetings according to voting rights carried by their shares;

11) to receive information on the Company specified in the Law on Companies of the Republic of Lithuania;

12) to appeal to the court for reparation of damage resulting from nonfeasance or malfeasance by the Company’s manager and

the Board members of their obligations prescribed by the Law on Companies of Republic of Lithuania and other laws of the

Republic of Lithuania and the Company’s Articles of Association as well as in other cases laid down by laws;

13) to receive information on Company as specified in the Law on Companies of Financial Instruments Markets in the Republic of

Lithuania;

14) other non-property rights established by laws and the Company’s Articles of Association.

10.2.2. Obligations of the shareholders

The shareholders have no property obligations to the Company, except for the obligation to pay up, in the established manner, all

the shares subscribed for at their issue price.

If the General Shareholders’ Meeting takes a decision to cover the losses of the Company from additional contributions made by

the shareholders, the shareholders who voted "for" shall be obligated to pay the contributions. The shareholders who did not attend

the General Shareholders’ Meeting or voted against such a resolution shall have the right to refrain from paying additional

contributions.

The person who acquired all shares or part of shares in the Company from the Company’s sole shareholder must notify the Company

of the acquisition or transfer of shares within 5 days from the conclusion of the transaction. The notice shall indicate the number of

acquired or transferred shares, including share number per class, when the different share class is acquired, the nominal share

price and the particulars of the person who acquired or transferred the shares (the natural person's full name, personal number,

personal code and address; the name, legal form it has taken, registration number, address of the registered office of the legal

person.). A document confirming the acquisition of the shares or an acquisition extract must be added to the notice. If an acquisition

extract is provided, it must include the parties to the transaction, the subject of the transaction and the date of acquisition of the

shares.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 49

Contracts between the Company and holder of all its shares shall be executed in a simple written form unless the Civil Code

prescribes the mandatory notarised form.

A shareholder shall repay the Company any dividend paid out in violation of the mandatory norms of the Law on Companies, if the

Company proves that the shareholder knew or should have known thereof.

Each shareholder shall be entitled to authorise a natural or legal person to represent him when maintaining contacts with the

Company and other persons.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 50

III. ISSUER’S MANAGING BODIES

11. Structure, authorities, the procedure for appointment and replacement

The governing bodies of INVL Baltic Farmland, AB are: the General Shareholders’ Meeting, sole governing body – the director and

a collegial governing body – the Board. The Supervisory Board is not formed.

11.1. General Shareholders’ Meeting

11.1.1. Powers of the General Shareholders’ Meeting

Persons who were shareholders of the Company at the close of the accounting day of the meeting (the 5th working day before the

General Shareholders’ Meeting) shall have the right to attend and vote at the General Shareholders’ Meeting in person, unless

otherwise provided for by laws, or may authorise other persons to vote for them as proxies or may conclude an agreement on the

disposal of the voting right with third parties. The shareholder’s right to attend the General Shareholders’ Meeting shall also cover

the right to speak and enquire.

The General Shareholders’ Meeting may take decisions and shall be held valid if attended by the shareholders who hold the shares

carrying not less than ½ of all votes. After the presence of a quorum has been established, the quorum shall be deemed to be

present throughout the General Shareholders’ Meeting. If a quorum is not present, the General Shareholders’ Meeting shall be

considered invalid and a repeat General Shareholders’ Meeting must be convened, which shall be authorised to take decisions only

on the issues on the agenda of the General Shareholders’ Meeting that has not been held and to which the quorum requirement

shall not apply.

An Annual General Shareholders’ Meeting must be held every year at least within 4 months from the close of the financial year.

The General Shareholders’ Meeting shall have the exclusive right to:

 amend the Articles of Association of the Company, unless otherwise provided for by the Law on Companies of the Republic of

Lithuania;

 change the premises of the Company;

 elect members of the Board;

 dismiss the Board or its members;

 elect and dismiss the firm of auditors, set the conditions for auditor remuneration;

 to elect and dismiss an audit firm or an independent sustainability reporting service provider to provide sustainability reporting

services where the Law on Corporate and Corporate Group Reporting of the Republic of Lithuania requires the management

report of the company to include information on sustainability issues;

 take a decision on the remuneration policy approval;

 determine the class, number, nominal value and the minimum issue price of the shares issued by the Company;

 take a decision regarding conversion of shares of one class into shares of another class, approve share conversion procedure;

 take a decision to change the number of shares of the same class issued by the Company and the nominal value per share

without changing the authorized capital;

 approve the annual financial statements report;

 take a decision on profit/loss appropriation;

 take a decision on the formation, use, reduction and liquidation of reserves;

 approve the financial statements for the purpose of deciding on the allocation of dividends for a period shorter than a financial

year;

General Shareholder‘s

Meeting

(Shareholders

more than 3380)

The Board

(3 members)

Director

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 51

 to decide on the allocation of dividends for a period shorter than a financial year;

 take a decision on the issue of convertible debentures;

 take a decision on withdrawal for all the shareholders the pre-emption right to acquire the Company’s shares or convertible

debentures of the specific issue;

 take a decision to increase the authorised capital;

 take a decision to reduce the authorised capital, except the cases provided for by the Law on Companies of the Republic of

Lithuania;

 take a decision for the Company to purchase its own shares;

 take a decision on the approval of the Rules for the Offering of Shares to Employees and / or Members of the Bodies (hereinafter

referred to as the Share Allocation Rules);

 take a decision on the reorganisation or split-off of the Company and approve the terms of reorganisation or split-off, except

the cases provided for by the Law on Companies of the Republic of Lithuania;

 take a decision on transformation of the Company;

 to take decisions on the restructuring of the Company in the cases established by the Law on Insolvency of Legal Persons of

the Republic of Lithuania;

 take a decision to liquidate the Company, cancel the liquidation of the Company, except the cases provided by the Law on

Companies of the Republic of Lithuania;

 elect and dismiss the liquidator of the Company, except the cases provided by the Law on Companies of the Republic of

Lithuania;

 to decide on the audit of the Company's annual financial statements in cases other than those specified in the Law of the

Republic of Lithuania on Audit of Financial Statements and Other Assurance Services or provided for in the Articles of Association

of the Company.

The General Shareholders’ Meeting may also decide on other matters assigned within the scope of its powers by the Articles of

Association of the Company, unless these have been assigned under the Law on Companies of the Republic of Lithuania within the

scope of powers of other organs of the Company and provided that, in their essence, these are not the functions of the governing

bodies.

11.1.2. Convocation of the General Shareholders’ Meeting of INVL Baltic Farmland, AB

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 published on the Company’s

website www.invlbalticfarmland.com section For investors, also available in the office of INVL Baltic Farmland (Gyneju str. 14,

Vilnius) during working hours. Phone for information +370 5 279 0601.

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, then 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 sending the proposal by registered mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person

to the representative of the Company on business hours or by sending proposal to the Company by email

farmland@invaldainvl.com. The agenda is supplemented if the proposal is received no later than 14 days before the General

Shareholders Meeting. In case the agenda of the Meeting is supplemented, the Company will report on it no later than 10

days before the Meeting in the same way as on convening of the 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, sending the proposal by registered

mail to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on

business hours or by sending proposal to the Company by email farmland@invaldainvl.com) 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 sending the proposal by registered mail

to the Company at Gyneju str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company on

business hours or by sending proposal to the Company by email farmland@invaldainvl.com. All answers related to the

agenda of the General Shareholders Meeting to questions submitted to the Company by the shareholders in advance, are

submitted in the General Shareholders Meeting or simultaneously to all shareholders of the Company prior to the General

Shareholders Meeting. The Company reserves the right to answer to those shareholders of the Company who can be

identified and whose questions are not related to the Company's confidential information or commercial secrets.

The shareholder participating at the Meeting and having the right to vote, must submit the documents confirming personal identity.

A person who is not a shareholder shall, in addition to this document, submit a document confirming the right to vote at the Meeting.

The requirement to provide the documents confirming personal identity does not apply when voting in writing by filling in a general

ballot paper.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 52

Each shareholder may authorize either a natural or a legal person to participate and to vote on the shareholder's behalf at the

Meeting. An authorised person has the same rights as his represented shareholder at the Meeting unless the authorized person's

rights are limited by the power of attorney or by the law. The authorized persons must have the document 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 Meeting. The Company does not establish special form of the power of attorney.

A power of attorney issued by a natural person must be certified by a notary. A power of attorney issued in a foreign state must be

translated into Lithuanian and legalised in the manner established by law. The persons with whom shareholders concluded the

agreements on the disposal of voting right, also have the right to attend and vote at the 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 Meeting. No notarisation of such authorization is required. The power of attorney issued through

electronic communication means must be confirmed by the shareholder with a safe electronic signature developed by safe signature

equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company

on the power of attorney issued through the means of electronic communication by e-mail farmland@invaldainvl.com not later than

on the last business day before the Meeting. The power of attorney and notification must be issued in writing and could be sent to

the Company by electronic communication means if the transmitted information is secured and the shareholder's identity can be

identified. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be

possible to download software to verify an electronic signature of the shareholder free of charge.

Shareholder or its representative may vote in writing by filling general voting bulletin. The form of general voting bulletin is

presented at the Company's webpage www.invlbalticrealestate.com section For Investors. 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 an authorized person is voting. The filled general voting bulletin must be sent by the registered mail to the Company at Gyneju

str. 14, Vilnius, Lithuania, or delivered in person to the representative of the Company no later than the day before of the General

Shareholders Meeting. Ballots will be considered as valid if they are properly filled-in and received by the Company prior the Meeting.

For the convenience of the shareholders of INVL Baltic Farmland, the Company provides notifications about convocation of General

Shareholders Meeting, draft resolutions as well as general voting bulletins and resolutions adopted in the Meetings on the Company‘s

website section For Investors (Shareholders' Meetings).

There were 2 (two) General Shareholders Meeting of INVL Baltic Farmland, AB during the 2024.

On 10 April 2024 the Company announced resolutions of the General Shareholders Meeting: during the meeting the Shareholders

of the Company were presented with the consolidated annual report of the Company, independent auditor's report on the financial

statements and annual report, as well as Audit Committee activity report and, approved the consolidated and Companies financial

statements for 2023, decided on profit distribution (allocating EUR 0.12 dividend per share), assented to the remuneration report

of the Company, as a part of the consolidated annual report of the Company for the year 2023. The shareholders also made decisions

regarding the determination of the remuneration of the Audit Committee members of the Company as well as regarding the

establishment of the procedure of the acquisition of own shares of the Company.

On 21 October 2021 the Company announced resolutions of the General Extraordinary Shareholders Meeting: during the meeting

the Shareholders of the Company decided to appoint BDO Auditas ir Apskaita, UAB, as the Company’s audit firm for the audit of

the Company’s annual financial statements for the years 2024, 2025, and 2026, and for the assessment of the Company’s

management reports. The remuneration for the audit company, not exceeding 68,000 euros (excluding VAT), was established while

reserving the right for the Company's Management Board to increase the remuneration by no more than 25 percent of the total

approved amount if the scope of the audit work changes significantly.

11.2. The Board

The Company has a collegial management body - the Board. The Supervisory Board is not formed in the Company.

11.2.1. Powers of the Board

The Board shall continue in office for the 4 year period or until a new Board is elected and commences its activities, but not longer

than until the date of the Annual General Shareholders’ Meeting to be held during the final year of the term of office of the Board.

If individual members of the Board are elected, they shall serve only until the expiry of the term of office of the current Board.

The Board or its members shall commence their activities after the close of the General Shareholders’ Meeting which elected the

Board or its members. Where the Articles of Association of the Company are amended due to the increase in the number of its

members, newly elected members of the Board may commence their activities solely from the date of registration of the amended

Articles of Association. The Board shall elect the chairman of the Board from among its members.

The General Shareholders’ Meeting may dismiss from the office the entire Board or its individual members (as well as the Chairman

of the Board) before the expiry of their term of office. A member of the Board may resign from his post before the expiry of his

term of office, notifying the Board in writing at least 14 calendar days in advance.

The Board shall have all authorities provided for in the Articles of Association of the Company as well as those assigned to the Board

by the laws. The activities of the Board shall be based on collegial consideration of issues and decision-making as well as shared

responsibility to the General Shareholders’ Meeting for the consequences of the decisions made. Striving for as big benefit for the

Company and shareholders as possible and in order to ensure the integrity and transparency of the control system, the Board

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 53

closely cooperates with the manager of the Company. The procedure of work of the Board shall be laid down in the rules of procedure

of the Board.

The Board shall consider and approve:

 management report of the Company;

 the management structure of the Company and the positions of the employees;

 the positions to which employees are recruited through competition;

 regulations of branches and representative offices of the Company;

 description of the procedure for participation and voting in the Annual General Shareholders’ Meeting by electronic means.

The Board shall elect and dismiss from office the manager of the Company, fix his salary and set other terms of the employment

contract, approve his job description, provide incentives for and impose penalties against him. The Board of a public company whose

shares are admitted to trading on a regulated market shall determine the remuneration of the manager of the company in

accordance with the remuneration policy, as stated on the Law on Companies of the Republic of Lithuania.

The Board shall determine which information shall be considered to be the Company's commercial secret and confidential

information. Any information which must be publicly available under the laws may not be considered to be the commercial secret

and confidential information.

The Board shall take the following decisions:

 for the Company to become an incorporator or a member of other legal entities;

 to open branches and representative offices of the Company;

 to invest, dispose of or lease the fixed assets which book value exceeds 1/20 of the authorised capital of the Company

(calculated individually for every type of transaction);

 to pledge or mortgage the fixed assets which book value exceeds 1/20 of the authorised capital of the Company (calculated for

the total amount of transactions);

 to offer surety or guarantee for the discharge of obligations of third parties for the amount which exceeds 1/20 of the authorised

capital of the Company;

 to acquire the fixed assets for the price which exceeds 1/20 of the authorised capital of the Company;

 other decisions assigned to the scope of powers of the Board by the Law on Companies of the Republic of Lithuania, Articles of

Association or the decisions of the General Shareholders’ Meeting.

The Board shall analyse and evaluate the information submitted by the manager of the Company on:

1) the organisation of the activities of the Company;

2) the financial status of the Company;

3) the results of business activities, income and expenditure estimates, the stocktaking data and other accounting data of changes

in the assets.

The Board shall analyse and assess a set of Company's and consolidated annual financial statements and draft of profit/loss

appropriation and together with suggestions and proposals shall submit them to the General Shareholders’ Meeting together with

the annual management report of the Company. The Board shall analyse and evaluate the draft rules for granting shares as well

as the draft remuneration policy of the companies whose shares are admitted to trading on a regulated market and submit them to

the General Shareholders Meeting together with proposals related to the rules and policy.

It shall be the duty of the Board to convene and organise the General Shareholders’ Meetings in due time.

The Board also performs all of the following supervisory functions:

• takes decisions on transactions with related parties, as stipulated in Article 37(2) of the Law on Companies of the Republic of

Lithuania;

• approves the description of the evaluation procedure and conditions of transactions with related parties that are concluded

under normal market conditions in the course of normal economic activity, as established in part 11 of Article 37(2) of the Law

on Companies of the Republic of Lithuania;

• supervises the activities of the Company's manager, submits feedback and suggestions regarding the activities of the Company's

manager to the General meeting of shareholders;

• considers whether the head of the Company is suitable for the position, if the Company operates at a loss;

• submits proposals to the head of the Company to revoke his decisions that contradict laws and other legal acts, the Company's

articles of association, the decisions of the General meeting of shareholders or the Board;

• solves other supervisory issues of the activities of the Company and the Company's manager, which are assigned to the

competence of the Board by the decisions of the General meeting of shareholders.

The General Shareholders Meeting also delegates to the Board, on the basis of the resolution of the General Shareholders Meeting

and the Law on Companies of the Republic of Lithuania to decide on purchase and sale of own shares, to organise purchase and

selling procedure of own shares, and to determine 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.

11.2.2. Procedure of work of the Board

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 54

The order of the formation of the Board of the Company should ensure objective, impartial and fair representation of minority

shareholders of the Company: names and surnames of the candidates to become members of the Board of the Company, information

about their education, qualification, professional background, positions taken in supervisory and management Boards of other

companies, owned block of shares in other companies, larger than 1/20, potential conflicts of interest, information on whether the

candidates are applied to administrative sanctions or punishment for violations / crimes against the economy, business policy,

property, property rights and property interests, or do they have no obligations neither functions which would threaten the safe

and reliable operations of the Company, or whether candidates meet the legal requirements made for the Managers, are disclosed

not later than 10 days prior the General Shareholders’ Meeting in which the election of the Members of the Board is intended, so

that the shareholders would have sufficient time to make an informed voting decision.

The Board evaluates its performance once a year. This valuation includes an assessment of the Board's structure, work organization

and ability to function as a group. No evaluation of the independence of the Board members has been carried out.

Any Member of the Board of the Company must confound Company’s property with its own property and do not use it or information

which they received while holding position as the Members of the Board for personal benefit or for the benefit of third party on other

way than the General Shareholders Meeting and the Board allows it.

Any Member of the Board of the Company within 5 (five) days must inform the Manager or the Chairman of the Company on any

subsequent changes in provided information that have been submitted for shareholders prior to the election of the Member of the

Board. Changes in provided information are disclosed in the Company's annual management report.

Each Member of the Board actively participates in the Meetings of Board and devotes sufficient time and attention to perform his

duties as the Member of the Board. 7 Meetings of the Board of the Company have been held in 2024.

The Board of INVL Baltic Farmland, AB has been elected for the four-year term of office during the General Shareholders Meeting

held on 27 April 2022. Mr. Banys was elected as the Chairman of the Board, Ms. Mišeikytė was elected as the Member of the Board

and Mr. Bubinas was elected as independent Member of the Board.

Members of the Board attended all the Meetings of the Board personally in 2024.

11.3. The Director

The manager of the Company (the Director) shall be elected and dismissed from office by the Board which shall also fix his salary,

approve his job description, provide incentives and impose penalties. An employment contract shall be concluded with the Director.

The Director shall assume office after the election, unless otherwise provided for in the contract concluded with him. If the Board

adopts a decision on his removal from office, the employment contract therewith shall be terminated.

In his activities, the Director shall be guided by laws and other legal acts, the Articles of Association of the Company, decisions of

the General Shareholders’ Meeting and the Board, his job description. The Director is accountable to the Board.

The Director shall organise daily activities of the Company, hire and dismiss employees, conclude and terminate employment

contracts therewith, provide incentives and impose penalties.

The Director shall act on behalf of the Company and shall be entitled to enter into transactions at his own discretion. The Director

may conclude the transactions to invest, dispose of or lease the fixed assets for the book value which exceeds 1/20 of the authorised

capital of the Company (calculated individually for every type of transaction), to pledge or mortgage the fixed assets for the book

value which exceeds 1/20 of the authorised capital of the Company (calculated for the total amount of transactions), to offer surety

or guarantee for the discharge of obligations of third parties for the amount which exceeds 1/20 of the authorised capital of the

Company, to acquire the fixed assets for the price which exceeds 1/20 of the authorised capital of the Company, provided there is

a decision of the Board to enter into these transactions.

The Director shall be responsible for:

 the organisation of activities and the implementation of objects of the Company;

 preparation of the draft of the information on remuneration and draft remuneration policy, disclosure of the remuneration policy

and the information on remuneration publicly on the website of a Company;

 the preparation of the annual financial statements and the annual management report of the Company as well as the submission

of the annual financial statements or the audited annual financial statements, if the audit of the company's annual financial

statements is mandatory under the legal acts, for approval by the General Meeting of Shareholders;

 preparation of the draft description of the procedure for participation and voting in the Annual General Shareholders’ Meeting

by electronic means;

 preparation of a draft description of the assessment procedure and conditions for transactions with related parties that are

concluded under regular market conditions in the course of regular economic activity;

 preparation of a draft decision on dividend allocation for a period shorter than a financial year, preparation of the interim

financial statements;

 drafting of the Share Allocation Rules;

 the conclusion of the contract with the firm of auditors and the conclusion of a contract with an audit firm as an independent

sustainability assurance service provider when the management report is required to include sustainability information in

accordance with the Law on Corporate and Corporate Group Reporting;

 the submission of information and documents to the General Shareholders Meeting and to the Board in cases stated in the Law

on Companies or at their request;

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 55

 the submission of documents and particulars of the Company to the administrator of the Register of Legal Persons;

 the submission of the documents of the Company to the Bank of Lithuania and the Central Securities Depository of Lithuania;

 the publication of information referred to in the Law on Companies of the Republic of Lithuania in the source indicated in the

Statutes;

 notification to shareholders and the Board of the Company about key events relevant to the Company's operations;

 the submission of information to shareholders;

 the fulfilment of other duties laid down in this Law and other laws and legal acts as well as in the Statutes and the staff

regulations of the manager of the Company.

The Director must keep commercial secrets and confidential information of the Company which he learned while holding this office.

12. Information about members of the Board, Company providing accounting services

The Board of INVL Baltic Farmland, AB has been elected for the four-year term of office during the General Shareholders Meeting

held on 27 April 2022. Mr. Banys was elected as the Chairman of the Board, Ms. Mišeikytė was elected as the Member of the Board

and Mr. Bubinas was elected as independent Member of the Board. From 30 June 2015 Eglė Surplienė holds position as a director

of the Company.

Alvydas Banys - Chairman of the Board

Main workplace – LJB Investments, UAB (code 300822575, A. Juozapavičiaus g. 9A, Vilnius) –

Director

The term of office

Since 2022 until 2026

Educational

background and

qualifications

Vilnius Gediminas Technical University. Faculty of Civil Engineering. Master in Engineering and

Economics.

Junior Scientific co-worker. Economic‘s Institute of Lithuania‘s Science Academy.

Work experience

Since 2022 May - INVL Asset Management,UAB – Senior Advisor

July 2013 – April 2022 Invalda INVL, AB – Advisor

Since 2007 LJB Investments, UAB – Director

Since 2007 LJB Property, UAB – Director

1996 – 2006 Invalda, AB – Vice President

1996 – 2007 Nenuorama, UAB – President

Owned amount of

shares in INVL Baltic

Farmland

Personally: 252,875 units of shares, 7.68 % of authorised capital, 7.68 % of votes.

Together with controlled company LJB Investments: 1,230,626 units of shares, 37.38 % of

authorized capital, 37.38 % of votes.

Participation in other

companies

Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – Chairman of the Board

Litagra, UAB (code 304564478, Savanorių pr. 173, Vilnius) – Member of the Board

INVL Asset Management, UAB (code 126263073, Gynėjų str. 14, Vilnius) managed funds INVL

Baltic Sea Growth Fund and INVL Private Equity Fund II – Member of the Investment Committee

Indrė Mišeikytė - Member of the Board

Main workplace – Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – Advisor, Member

of the Board

The term of office

Since 2022 until 2026

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 56

Educational

background and

qualifications

Vilnius Gedimino Technical University. Faculty of Architecture. Master in Architecture

Work experience

Since May 2012 Invalda INVL, AB – Advisor

2013 - 2019 Invalda Privatus Kapitalas, AB – Advisor

2002 - 2019 Inreal Valdymas, UAB – Architect

2000 - 2002 Gildeta, UAB – Architect

Owned amount of

shares in INVL Baltic

Farmland

Personally: 64,450 units of shares, 1.96 % of authorised capital and votes

Participation in other

companies

Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – Member of the Board

Tomas Bubinas - Independent Member of the Board

Main workplace – individual consulting activities

The term of office

Since 2022 until 2026

Educational

background and

qualifications

2004 – 2005 Baltic Management Institute (BMI), Executive MBA

1997 – 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member

1997 Lithuanian Sworn Registered Auditor

1988 -1993 Vilnius University, Msc. in Economics

Work experience

2013 – 2022 Chief Operating Officer at Biotechpharma, UAB

2010 – 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA)

2004 – 2010 CFO for Baltic countries, Teva Pharmaceuticals

2001 – 2004 CFO, Sicor Biotech

1999 – 2001 Senior Manager, PricewaterhouseCoopers

1994 – 1999 Senior Auditor, Manager, Coopers & Lybrand

Owned amount of

shares in INVL Baltic

Farmland

Personally: 0 units of shares, 0.00 % of authorised capital and votes.

Participation in other

companies

Invalda INVL, AB (code 121304349, Gynėjų str. 14, Vilnius) – Member of the Board

Eglė Surplienė – Director

Main workplace - Gerovės valdymas, UAB FPĮ (code 302445450, Jogailos str. 3-103, Vilnius) –

Director

Educational

background and

qualifications

Vilnius University, Faculty of Economic Cybernetics and Finance, Economic Cybernetics studies,

Economics – mathematics diploma (equivalent of Master's degree)

2009 – Award in Financial Planning (CII program and exam) certificate.

2005 – OMX Vilnius dealer certificate

1996 – General financial broker license

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 57

Work experience

October 2009 - present – Wealth manager, director, UAB FPI Geroves Valdymas

March 2009 - present – Director, UAB DIM investment

September 2014 - June 2016 – Director, UAB Margio investicija

August 2006 - October 2009 – Wealth manager, VIP Clients manager, AB FBC Finasta, AB bank

Finasta

June 2005 - July 2006 – Project manager, UAB Zabolis ir partneriai

June 1999 - June 2005 – Member, Deputy Director of the Commission, Securities Commission of

Lithuania

June 1995 - June 1999 – Head of Issuer Division, UAB FMI Vilfima

June 1993 - June 1995 - Member of Market Regulation Division, Securities Commission of

Lithuania

Owned amount of

shares in INVL Baltic

Farmland, AB

Personally: 0 units of shares, 0.00 % of authorised capital and votes.

Participation in other

companies

Atelier Investment Management, UAB (code 303335430, Jogailos str. 3-103, Vilnius) – Chairman

of the Board

Gerovės valdymas, UAB FPĮ (code 302445450, Jogailos str. 3-103, Vilnius) – Director

Gerovės partneriai, KŪB (code 304746185, Jogailos str. 3-103, Vilnius) – Full member

DIM investment, UAB (code 301145749, Pasakų str. 5, Vilnius) – Director

INVL Farmland Management, UAB provides accounting services and preparation of the documents related with bookkeeping for

INVL Baltic Farmland, AB according to an agreement signed on 29 November 2024 No. 20241129/01.

13. Information about the Audit Committee of the Company

The Audit Committee consists of 2 independent members. The members of the Audit Committee are elected by the General

Shareholders’ Meeting. The main functions of the Committee are the following:

 provide recommendations for the general meeting of shareholders of the Company with selection, appointment, reappointment

and removal of an external audit company as well as the terms and conditions of engagement with the audit company;

 to provide opinion regarding the transactions with Company related party, according to the clause 37(2), parts 1 and 5 of the

Law on Companies, provide evaluation regarding transactions, indicated in clause 37 (2), parts 11 and 12 of the Law on

Companies;

 monitor the process of external audit;

 to review and monitor the independence of auditors and auditors companies seeking to avoid conflict of interests;

 to monitor the financial reporting process of the Company and submit recommendations on ensuring the liability of it;

 monitor the efficiency of Company’s internal control and risk management systems as well as internal audit, without prejudice

to the independence of the internal audit;

 monitor if the Company‘s board and/or managers properly response to the audit firm‘s recommendations and comments.

The Member of the Audit Committee of INVL Baltic Farmland, AB may resign from his post before the expiry of term of office,

notifying the Board of the Company in writing at least 14 calendar days in advance. When the Board of the Company receives the

notice of resignation and estimates all circumstances related to it, the Board may pass the decision either to convene the

Extraordinary General Shareholders Meeting to elect the new member of the Audit Committee or to postpone the question upon the

election of the new member of the Audit Committee until the nearest General Shareholders Meeting. In any case the new member

is elected till the end of term of office of the operating Audit Committee.

13.1. Procedure of work of the Audit Committee

The Audit Committee should inform about its activities the General Meeting of Shareholders of the Company providing a written

report.

The Audit Committee is a collegial body, taking decisions during meetings. The Audit Committee may take decisions and its meeting

should be considered valid when both members of the Committee participate in it. The decision should be passed when both

members of the Audit Committee vote for it. The Member of the Audit Committee may express his will – for or against the decision

in question, the draft of which he is familiar with – by voting in advance in writing. Voting in writing should be considered equal to

voting by telecommunication end devices, provided text protection is ensured and it is possible to identify the signature. The right

of initiative of convoking the meetings of the Audit Committee is held by both Members of the Audit Committee. The other Member

of the Audit Committee should be informed about the convoked meeting, questions that will be discussed there and the suggested

drafts of decisions not later than 3 (three) business days in advance in writing (by e-mail). The meetings of the Audit Committee

should not be recorded, and the taken decisions should be signed by both Members of the committee. When both Audit Committee

Members vote in writing, the decision should be written down and signed by the Chairman of the Audit committee. The decision

should be written down and signed within 7 (seven) days from the day of the meeting of the Audit Committee.

The Audit Committee should have the right to invite the Manager of the Company, Member(s) of the Board, the chief financier, and

employees responsible for finance, accounting and treasury issues as well as external auditors to its meetings. Members of the

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 58

Audit Committee may receive remuneration for their work in the committee at the maximum hourly rate approved by the General

Shareholders’ Meeting.

The Company's Audit Committee is guided by the Regulations of the Audit Committee (hereinafter referred to as the Regulations)

approved by the General Shareholders Meeting of the Company held on 29 March 2023. The Regulations are published on the

Company's website in the section For investors.

13.2. Members of the Audit Committee

During the General Shareholders Meeting of INVL Baltic Farmland held on 9 April 2021, the decision to elect Dangutė Pranckėnienė,

partner and auditor of Moore Stephens Vilnius, UAB and Tomas Bubinasfor the Audit Committee for the 4 (four) years of office term

has been adopted. Both members of the Audit Committee are independent, having submitted a notice certifying their independence.

During the reporting period the composition of the Audit Committee remain unchanged.

Tomas Bubinas – Independent Member of the Audit Committee

The term of office

Since 2021 till 2025

Educational background

and qualifications

2004 - 2005 Baltic Management Institute (BMI), Executive MBA

1997 - 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member

1997 Lithuanian Sworn Registered Auditor

1988 - 1993 Vilnius University, Msc. in Economics

Work experience

2013 - 2022 Chief Operating Officer at Biotechpharma, UAB

2010 - 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA)

2004 - 2010 CFO for Baltic countries, Teva Pharmaceuticals

2001 - 2004 CFO, Sicor Biotech

1999 - 2001 Senior Manager, PricewaterhouseCoopers

1994 - 1999 Senior Auditor, Manager, Coopers & Lybrand.

Owned amount of shares

in INVL Baltic Farmland

Dangutė Pranckėnienė –

Independent Member of the Audit Committee

The term of office

Since 2021 till 2025

Educational

background and

qualifications

1995 - 1996 Vilnius Gediminas Technical University, Master of Business Administration.

1976 - 1981 Vilnius University, Master of Economics.

The International Coach Union (ICU), professional coucher name, license No. E-51.

Lithuanian Ministry of Finance, the auditor's name, license No. 000345.

Work experience

Since 1997 the Partner at Moore Mackonis, UAB (previous name Moore Stephens Vilnius and Verslo

auditas)

1996 - 1997 Audit Manager, Deloitte & Touche

1995 - 1996 Lecturer, Vilnius Gediminas Technical University

1982 - 1983 Lecturer, Vilnius University

Owned amount of

shares in INVL Baltic

Farmland

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 59

14. Information on the Issuer’s payable management fee, the amounts calculated by the Issuer, other

assets transferred and guarantees granted to the Managing bodies and company providing accounting

services

CEO of the Company is entitled only to a fixed salary. The Company does not have a policy concerning payment of a variable part

of remuneration to the management.

During the year 2024 to the Board members, which are shareholders of the Company, were paid EUR 32 thousand of dividends,

net of tax. To the entities, which are controlled by the Board members, were paid EUR 117 thousand of dividends, net of tax. Natural

persons, who are related to the Board members of the Company, were paid EUR 102 thousand of dividends, net of tax. There were

no assets transferred, no guarantees granted, no bonuses paid and no special pay-outs made by the Company to its managers. The

Members of the Board were not granted with bonuses by other companies of INVL Baltic Farmland, AB group. An independent

member of the board was paid 200 EUR.

INVL Baltic Farmland, AB Group and the Company for the company providing accounting services respectively paid EUR 73 thousand

and EUR 11 thousand during the reporting period (in 2023 – respectively EUR 72 thousand and EUR 11 thousand; in 2022 -

respectively EUR 75 thousand and EUR 13 thousand; in 2021 - respectively EUR 34 thousand and EUR 5 thousand; in 2020 –

respectively EUR 15 thousand and EUR 3 thousand).

According to Article 25 of the Law on Corporate and Corporate Group Reporting of the Republic of Lithuania, the Company must

publish the Remuneration Report from the year 2020. The Company’s Remuneration Report is provided in the Appendix 5 of the

Annual Management Report.

Table 14.1. Information about calculated remuneration for the CEO of the issuer for 2022 - 2024 (EUR)

2022

2023

2024

For members of administration (the

CEO)

2,044 1,988 2,052

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 60

IV. INFORMATION ABOUT THE ISSUER’S AND ITS GROUP COMPANIES’

ACTIVITY

15. Overview of the Issuer and its group activity

15.1. Business environment

According to the data made available by the State Data Agency, the average annual inflation rate in December 2024, calculated on

the basis of the Harmonised Index of Consumer Prices (HICP), was 0.9% (average annual inflation in December 2023 was 8.7%).

Annual inflation was mainly driven by increases in the prices of catering services provided by restaurants, cafés, and similar

establishments; thermal energy; pharmaceuticals; holiday trips; tobacco products; milk, cheese, and eggs; maintenance and repair

of personal vehicles; public catering services; other financial, medical, and dental services (not elsewhere classified); and decreases

in the prices of electricity, gas, solid fuels, vegetables, clothing, fuels, and oil. The average annual inflation rate in December 2024,

calculated on the basis of the consumer price index (CPI), was 0.7% (the corresponding average annual inflation rate in 2023 was

9.1%).

In 2024, the gross domestic product (GDP) of Lithuania grew by 2.4%, according to Lietuvos bankas forecast. In the first quarter

of 2024, after removing the seasonal and working day effects, GDP changed positively by 0.8% compared to the previous quarter.

In terms of GDP in the production approach, in the first quarter of 2024, the largest positive impact on the change in GDP was the

performance of manufacturing and wholesale and retail trade; transport and storage enterprises. In the second quarter of the year,

real GDP was 0.7% higher than in the first quarter, after adjusting for seasonal and working day effects. This was mainly due to

the performance of construction and industrial enterprises, as measured by the production method. Real GDP changed positively

by 1.2% in the third quarter of 2024 compared to the second quarter of 2024, after removing the seasonal and working-day effects.

In terms of the production approach, in the third quarter of 2024, the largest positive impact on the change in GDP was the

performance of wholesale and retail trade and industrial enterprises.

According to Lietuvos bankas, in 2024, the global economy showed signs of recovery, but its development remained uneven. With

prices falling and real incomes gradually recovering, the service sector has strengthened in many regions of the world. It benefited

not only from the good situation of the labour markets in various countries, which contributed to a fairly significant increase in

wages, but also from the continuing increase in demand for services that were limited during the pandemic. In the euro area and

some other regions, the expansion of the services sector accounts for the bulk of overall economic growth. The start of a decline in

corporate inventories and the strengthening purchasing power of the population have also boosted the recovery of the

manufacturing sector in some regions of the world, but euro area industry is still contracting. In the euro area group of countries,

industrial production has been declining since the beginning of 2023 and is currently only at the level observed in 2019. Purchasing

managers’ surveys suggest that the situation in the manufacturing sector in many regions of the world will be challenging in the

near future due to the increase in various international trade restrictions and the ongoing high geopolitical uncertainty. In both the

euro area and other regions, manufacturing is not expected to expand in the short term. This affects international world trade and

economies that are more oriented towards foreign demand, such as Lithuania. Lithuania’s import forecasts from its trading partners

have been downgraded in recent quarters, although imports from euro area countries, which stagnated in 2024, are expected to

start rising in 2025, while imports from other countries are projected to continue to rise gradually. The European Commission’s

Autumn Forecast 2024 projects euro area GDP to be 0.9% higher in 2024 than that in 2023, with economic activity accelerating by

1.5% in 2025. The conditions for such growth are supported by a slight increase in demand in the European Union’s domestic

market, although uncertainty is also growing.

According to Lietuvos bankas, economic activity has also strengthened in Lithuania. The services sector is the main contributor to

overall economic growth. For a short time now, information and communication activities have been much bigger than the economy

as a whole. Having attracted increasing numbers of workers in the previous few years, this activity accounted for about a quarter

of total economic growth in the first half of 2024. In the same period, value added in ICT activities was almost ten times higher

than a year earlier. Other contributors to overall economic development are also quite important – professional, scientific,

administrative, and service activities, which are becoming increasingly important in economic development. Domestic trade is

expanding as real household incomes rise markedly. Private consumption in 2024 was much higher than a year earlier. However,

all private consumption is affected not only by higher wages and other incomes, but also by population growth. Real private

consumption per capita still has not returned to the historical peak observed in early 2022, before the period of higher inflation.

Although manufacturing, which had contracted significantly in 2023, was less active in 2024 compared to many other sectors, it

still contributed to economic growth. In 2024, stocks of manufactured output have been declining, while orders for industrial

production have been increasing. In all major manufacturing industries, the situation has improved, or at least remained broadly

stable, compared to the situation in 2023. The situation on the Lithuanian labour market remains good; however, there have been

some unfavourable developments, including an overall decline in the number of employed people recorded for several months. This

is mainly due to economic activity in transport. Excluding the latter, hiring remained roughly the same as it was in 2023. It is also

worth noting that the unemployment rate, which began rising in 2022, continued to increase in 2024, having risen by almost 2

percentage points over the two years. Unemployment has increased across various social groups, including women and men, urban

and rural populations, and different age groups. As the number of unemployed rises, the duration of unemployment increases. In

2022, the largest share of the unemployed were short-term unemployed for up to 2 months, and in 2024, the unemployed are

short-term unemployed for between 3 and 11 months. With higher unemployment, continued positive net international migration

and a less-than-steady recovery in various sectors of the economy, the shortage of workers is acute and wage pressures is easing.

Remuneration growth slowed for the second consecutive year, especially in the private sector. Wage growth is also being held back

by the still-unrecovered labour productivity. The latter has not risen for the third consecutive year and is well behind the growth

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 61

trajectory observed until 2019. Such productivity developments are apparently contributed by the sluggish development of the

exporting sector, the continued higher prices of raw materials than a few years ago, and the desire to retain existing employees in

the hope that demand (especially in foreign markets) will strengthen over time.

The Lietuvos bankas’s Lithuania’s Economic Development and Outlook forecasts that economic growth will gradually strengthen.

The international economic environment is expected to be more supportive of economic development than in 2024. Imports from

trading partners are expected to rise more than in recent times, boosting demand for Lithuanian exports. Growth is projected to be

boosted by domestic demand. With incomes rising above consumption expenditure for some time now, there is considerable scope

for households to accelerate consumption growth, even in the face of somewhat slower projected income growth. A recovery in

investment should also contribute to a more significant increase in economic activity. Increasing flows of European Union assistance

funds, the waning effects of previously tight monetary policy and strengthening domestic and external demand are projected to

have an upward effect on investment. They are also likely to benefit from the increase in corporate profits over the past few years.

Following an increase in 2024, real GDP is projected to grow by 3.1% in 2025. In the following years, the pace of economic expansion

will remain similar, but will still be lower than the growth rates that prevailed in the previous decade, before the shocks of the past

few years. Growth will be constrained by limited scope for even more efficient use of labour resources, poor demographics, and

fewer new markets for trading partners than in the previous decade. The European Commission projects that Lithuania’s real GDP

will grow by 3% in 2025 and 2026. This trend is driven by rising private consumption, accelerating exports of services and renewed

investment expansion. Inflation is expected to reach 1.7% in 2025, driven by rising services inflation. Lietuvos bankas forecasts

that headline inflation will be boosted by a gradually improving international economic environment, rising prices of some energy

commodities (e.g., gas), and rising indirect taxes. Rising labour costs will be the main contributor to overall price increases. Their

impact will be particularly pronounced in the evolution of the most labour-sensitive prices – services prices. They are rising faster

than before the shocks of the last few years. Annual average headline inflation is projected at 2.3% in 2025.

According to the Chamber of Agriculture, almost €4 billion of EU support is foreseen for Lithuania’s agriculture and rural development

for the period 2023−2027, and around €276.5 million will come from the national budget. €3.02 billion of EU funds and around

€2.8 million of national funding are planned for direct support, eco-schemes for the climate, environment, and animal welfare, and

sectoral programmes. €977.5 million of EU funding and €273.7 million of national funding are earmarked for investment,

cooperation, environmental, climate, and other rural development measures. The average annual amount of direct payments

increased by around 28% compared to the previous financial period. According to the Ministry of Agriculture, as of 2023, a 100%

cap on base payments will be applied to amounts above €100 thousand, with the possibility to withhold salaries and related taxes.

According to preliminary estimates by the State Data Agency, the index of gross agricultural production for the fourth quarter of

2024 decreased by 2.4% compared to the fourth quarter of 2023, with total agricultural production in the fourth quarter of 2024

amounting to 417.1 million euros at current prices. Farm-gate prices in December 2024 increased by 10.1% compared to the same

period in 2023. Purchase prices for crop products increased by 2.3%, while those for livestock and livestock products rose by 17.7%.

According to preliminary data from the European Union’s statistical office, oilseed rape yields are expected to increase by 17.3% in

2024, (both in terms of area and yield), barley yields increased by 29.9% (with an increase in both area and yield), while wheat

yields fell by 5% as a result of the decrease in area.

Looking at longer-term trends, the situation in the agricultural sector continues to improve, and operational efficiency in the country

is rising. Grain crop yields have nearly doubled over the past 10 years. There has been a significant increase in the sector’s added

value. This is driven by investments in agricultural machinery, farm consolidation, deepening and applying knowledge, and new

technologies aimed at modernising agriculture. Over the past decade, substantial European Union structural fund support has been

allocated to agriculture and rural development. The increase in support typically leads to higher land prices and rising land rental

costs.

Recent years have seen significant influence on the growth of agricultural land prices due to increasing market participants' incomes

and their activity in more expensive areas with developed communications, road, and service infrastructure. The value of agricultural

land is also determined by adequate profitability of agricultural activities, supported by EU agricultural subsidies, and the

consolidation of farms, where farms acquiring or leasing additional agricultural land can achieve economies of scale. The supply of

agricultural land in Lithuania is quite active, but the reserve of attractive farming plots is dwindling. Large-scale farmers are

expanding their holdings by purchasing smaller plots, but fewer are offered each year. More fertile plots are sold very quickly.

Restrictions on the acquisition of agricultural land in Lithuania and the continually rising cost of purchasing agricultural land increase

the demand for and prices of land rentals. Young and large-scale farmers and agricultural companies are actively seeking land

rentals, as leasing agricultural land increases the likelihood of purchasing it if the owners wish to sell their land.

In May 2014, amendments to the temporary law on the acquisition of agricultural land came into force, which prevented related

persons from acquiring more than 500 hectares of land from the state or other individuals. On 1 January 2018, a new version of

the Law on the Acquisition of Agricultural Land came into effect. Under the version of the law in force until 2018, only individuals

with professional skills and competence – i.e., those meeting the qualification requirements set by the law – could acquire

agricultural land. The new version of the law, effective from 1 January 2018, removed these qualification requirements. The Law

on the Acquisition of Agricultural Land has adjusted the list of persons with a priority right to acquire private agricultural land. The

wording of the law ensures the right to acquire land to persons who are engaged in agricultural activities. The new wording of the

law prohibits the owner of a land plot from imposing a condition on the sale of the land plot, which stipulates that the person with

the right of first refusal may only exercise the right of first refusal in the event of acquiring the land plot together with the other

land plots being sold. This provision does not apply when the plots being sold are adjacent to each other. The version of the Law

on the Acquisition of Agricultural Land that came into effect on 1 January 2018, stipulates that land purchase and sale transactions

can only be conducted through bank transfers. The new version of the law also stipulates that related persons who own more

agricultural land in Lithuania than specified by the law (300 hectares, or 500 hectares in certain cases) may enter into agricultural

land transfer transactions among themselves, provided that the total area of agricultural land acquired by the related persons does

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 62

not increase as a consequence of the conclusion of the transactions, and that the area of land owned by each of the persons

concerned does not become larger than 500 hectares.

The Company INVL Baltic Farmland, AB owns 100% of the shares in 18 private joint-stock companies, which collectively hold

approximately 3,000 hectares of agricultural land in Lithuania.

Since 30 June 2015, when a basic administration agreement was signed with INVL Farmland Management, a company managed by

one of the largest asset management groups in the Baltic States, Invalda INVL the management of the land plots has been

transferred to this company. On 28 December 2020, an amendment to the Basic Property Administration Agreement No.

20150630/01 was signed, extending the term of the administration agreement until 31 December 2025.

The existing restrictions on land acquisition mean that INVL Baltic Farmland, AB group companies can no longer directly invest in

agricultural land in Lithuania, nor can they take control of companies holding agricultural land.

INVL Baltic Farmland is seeking to earn in the long run from the increase in land rent and from the growth of the value of land.

According to the data of the property valuation conducted in Q4 2024, the value of the land plots has increased in the course of the

year by 9.5% and reached EUR 22.736 million. One hectare is valuated on average at EUR 7.38 thousand (divided by the total

amount).

The following graph shows the difference of prices of agricultural land in Lithuania by region:

Fig. 15.1.1. Map on values of land qualified as agricultural land in Lithuania.

Source: the Centre of Registers (data as of 23 October 2024)

https://www.registrucentras.lt/bylos/dokumentai/ntr/masvert/zem_zu202410.pdf

Group key figures

31 December 2022

31 December 2023

31 December 2024

Controlled cultivated cropland

area, ha

2,963 2,963 2,963

Book value of land*, EUR

thousand

18,092 20,756 22,736

Average rental income per

hectare, EUR (not included the

variable part of the rent, equal

to the land lease payment

payable to the state)

239 256 272

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 63

Consolidated equity, EUR

thousand

16,135 18,294 19,743

Book value of one share, EUR

5.0

5.67

6.12

*Investment properties are stated at fair value and are valued by accredited valuer UAB korporacija Matininkai using sales comparison method. The

valuation was performed in December 2022, 2023 and 2024.

The balance sheet and profit (loss) summary reports

Balance sheet,

thousand EUR

Group

Company

31.12.2022 31.12.2023 31.12.2024 31.12.2022 31.12.2023 31.12.2024

Investment property

18,092

20,756

22,736

Investments into subsidiaries

13,130

15,661

17,340

Loans granted

3,036

2,739

2,480

Trade receivables

126

131

120

Cash

199

125

Other assets

Deferred income tax liabilities

2,023

2,425

2,904

Other liabilities

261

228

337

104

126

140

Consolidated equity

16,135

18,294

19,743

16,135

18,294

19,743

Profit (loss)

01.01.2022 –

31.12.2022

01.01.2023 –

31.12.2023

01.01.2024 –

31.12.2024

01.01.2022 –

31.12.2022

01.01.2023 –

31.12.2023

01.01.2024 –

31.12.2024

Revenue

722

794

835

Revaluation of investment property

1,922

2,664

1,980

Income before tax

2,310

3,094

2,374

1,980

2,663

1,861

Net profit

1,968

2,643

1,836

1,968

2,643

1,836

Indexes

2022

2023

2024

Return on Equity (ROE), %

12.67

15.35

9.65

Return on Assets (ROA), %

11.13

13.43

8.36

Liquidity ratio

1.25

0.84

0.74

Operating profit margin (pretax profit margin), %

319.94

389.67

284.31

Operating profit excluding revaluation of investment

property margin, %

53.74 54.16 47.19

Earnings per share (EPS), EUR

0.61

0.82

0.57

Price earnings ratio (P/E)

13.28

8.78

11.05

Net profit margin (%)

272.58

332.87

219.88

EBITDA margin (%)

53.74

54.16

47.19

* The Company publishes Alternative performance measures (AVR), that are in use of the Company, provides indicators definitions and calculation

formulas. All the information is disclosed in Appendix 4 to this Consolidated Annual management report and in Company‘s web site section „For

Investors“ → „Reports“ → „Indicator formulas“. The link: https://invlbalticfarmland.com/en/investor-relations/financial-information-and-reports/

15.2. Significant Issuer’s and its group events during the reporting period, affect on the financial

statement

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ANNUAL MANAGEMENT REPORT OF 2024 | 64

Financial results and information related to the dividends

 On 29 February 2024, the Company announced an audited group result of 2023. The audited consolidated net profit of INVL

Baltic Farmland, AB Group and the Company amounted to EUR 2,643 thousand, the revenue amounted to EUR 794 thousand.

 On 19 March 2024, INVL Baltic Farmland informed that it is planning during 2024 to receive EUR 835 thousand of revenue and

earn a consolidated net profit of EUR 420 thousand.

 On 9 May 2024, INVL Baltic Farmland to implement resolutions of the General Shareholders Meeting regarding allocation of

Company’s profit, announced the procedure for the pay-out of dividends for 2023. On 10 April 2024, the General Shareholders

Meeting of INVL Baltic Farmland, AB decided to allocate EUR 0.12 dividend per share. Dividends were paid to the shareholders

who on 24 April 2024 were shareholders of INVL Baltic Farmland, AB. The Company informed that the dividends had been

allocated from 10 May 2024.

 On 9 May 2024, the Company announced financial results for 3 months of 2024 - the unaudited consolidated net profit of the AB

INVL Baltic Farmland group was EUR 113 thousand and the revenue amounted to EUR 200 thousand.

 On 30 July 2024, the Company announced unaudited consolidated financial results of the INVL Baltic Farmland group: unaudited

consolidated net profit amounted to EUR 226 thousand for 6 months of 2024 and the revenue was EUR 402 thousand. The

Company published half year results for the 6 months of 2024, financial statements, factsheet and management statement.

 On 12 November 2024, INVL Baltic Farmland announced unaudited results for 9 months of 2024: unaudited consolidated net

profit of the AB INVL Baltic Farmland group was EUR 344 thousand and the revenue was EUR 605 thousand.

General Shareholders Meeting

 On 19 March 2024 INVL Baltic Farmland announced about convocation of the General Shareholders Meeting and published the

draft resolutions of the General Shareholders Meeting. On 10 April 2024 the Company announced resolutions of the General

Shareholders Meeting: during the meeting the Shareholders of the Company were presented with the consolidated annual report

of the Company, independent auditor's report on the financial statements and annual report, as well as Audit Committee activity

report and, approved the consolidated and Companies financial statements for 2023, decided on profit distribution (allocating

EUR 0.12 dividend per share). The shareholders also made decisions regarding the assent to the remuneration report of the

Company, as a part of the consolidated annual report of the Company for the year 2023, regarding the determination of the

remuneration of the Audit Committee members of the Company as well as the establishment of the procedure of the acquisition

of own shares of the Company.

 On 27 September 2024 INVL Baltic Farmland announced about convocation of the General Extraordinary Shareholders Meeting

and published the draft resolutions of the General Extraordinary Shareholders Meeting. On 21 October 2024 the Company

announced resolutions of the General Extraordinary Shareholders Meeting: during the meeting the Shareholders decided to

appoint BDO Auditas ir Apskaita, UAB, as the Company’s audit firm for the audit of the Company’s annual financial statements

for the years 2024, 2025, and 2026, and for the assessment of the Company’s management reports. The remuneration for the

audit company, not exceeding 68,000 euros (excluding VAT), was established while reserving the right for the Company's

Management Board to increase the remuneration by no more than 25 percent of the total approved amount if the scope of the

audit work changes significantly.

Management of the Company

 On 23 December 2024 INVL Baltic Farmland published investor’s calendar for 2025: 28 February – audited financial reports and

annual management report; 20 May – factsheet for 3 months of 2025; 14 August – semi–annual management report of 2025;

18 November – factsheet for 9 months of 2025.

Significant changes in the information disclosed in the consolidated annual management report and significant

events of the group

• The companies during the reporting period rented agricultural land for farmers and agricultural companies and performed usual.

15.3. Employees

There is only one employee (director) at INVL Baltic Farmland, AB. INVL Farmland Management, UAB provides accounting services

for the Company. Employment agreements are concluded following requirements of the Labour Code of the Republic of Lithuania.

Employees are employed and laid off following requirements of the Labour Code. There are no special employees’ rights and duties

described in the employment agreements.

There were 2 employees working at INVL Baltic Farmland and INVL Baltic Farmland subsidiary companies on 31 December 2024

(31 December 2023 – 2; 31 December 2022 – 2; 31 December 2021 – 2; 31 December 2020 – 2).

15.4. Environmental Protection and actions on climate change

Due to the nature of the Company's activities (acquisition and leasing of agricultural land to farmers and agricultural companies),

its management structure, and the small number of employees within the Company itself, the Company does not have a formal

environmental policy or set formal climate change mitigation targets. In this context, it does not collect or disclose environmental

indicators, except for the productivity score of arable land, and has not conducted a formal materiality analysis of non-financial

information. However, the Company focuses primarily on improving the quality of its land holdings and maintaining ecological

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 65

sustainability by preserving the fertility of leased land in cooperation with its tenants, as the value of the Company's assets depends

on soil productivity levels. When entering into land lease agreements, the Company expects tenants to comply with legal

requirements and obliges them to cultivate the land properly and in a timely manner, prevent land abandonment, and carry out

annual agricultural activities. Environmentally harmful actions that could degrade soil conditions and fertility are strictly prohibited

on the leased land. The Company continuously assesses the impact of tenants’ activities on the value of its assets, including

environmental aspects, and takes appropriate measures, if necessary, to manage any related risks.

15.5. Fight against corruption and bribery

To reduce the risk of external and internal bribery, the Company implements internal procedures aimed at increasing operational

transparency and preventing opportunities for involvement in illegal activities. The Company expects appropriate conduct from its

employees and partners but cannot foresee all possible situations. Since the Company operates solely within the territory of the

Republic of Lithuania, it does not engage in relationships with foreign officials; therefore, the risk of bribery involving foreign officials

is not relevant.

15.6. Key Intangible Resources

One of the key intangible resources of the Company is its listing on the Nasdaq Vilnius Secondary List, which enhances the

Company's transparency, credibility, and accessibility to investors. The listing provides an opportunity to attract capital more

efficiently, increases the Company's liquidity, strengthens its market position, and helps improve its reputation. Another key

intangible resource of the Company’s company group is long-term lease agreements, which ensure stable and predictable income

and contribute to business continuity and strategic growth. These intangible resources play a crucial role in creating the Company's

value by strengthening its financial stability, long-term growth, and competitiveness in the market.

16. A description of the principal advantages, uncertainties encountered, risks and uncertainties

16.1. Advantages of investments

Agricultural land in Lithuania is undervalued

Agricultural land prices in Lithuania are among the lowest in the European Union, and much lower than in neighbouring Poland. This

is caused by increased land fragmentation and other reasons.

Land allows saving core capital and has a low risk

After recent market turmoil, investors are paying more and more attention on capital preservation. Investment in agricultural land

is backed by assets which has only a small possibility of devaluation. Historical data shows that land, in the long term, is

characterized by strong core capital preservation features. Unlike investments in exhaustible metals, oil and gas resources, a well-

managed agricultural land is a completely renewable resource, which remains productive forever.

Land is a good protection against inflation

Agricultural land, as an asset class, has a positive correlation with inflation. Historically, agricultural land values rose faster than

inflation, therefore agricultural land is an effective insurance against inflation and a capital preservation tool. It may be attractive

to investors, who are worried about governments' inflationary policies.

Land generates stable income

Unlike other popular insurance against inflation measures, such as precious metals, land provides a regular income to the investor,

which, in the low interest environment, is often higher than the deposit or bond interest. Although land investment does not bring

the highest income in the real estate sector, not depreciating assets with strong price growth potential and close to 100 % occupation

(unlike commercial real estate, high-quality agricultural land demand is always high, regardless of the economic environment)

generate the income.

Investment in land is characterized by lower income volatility

By placing agricultural land in a diversified portfolio, investors can reduce the risk of income shortage at a time when other assets

generate little or no income. While the long-term rise in agricultural commodity prices positively affect the value of land, short-term

fluctuations in the price of production are assumed by the farmer rather than the landowner.

Historically, land had higher yield

In developed countries agricultural land had higher profits than other asset classes, including equities, bonds and commercial real

estate, despite the lower risk (measured as the standard deviation of the annual return).

Land is an attractive diversification tool

Agricultural land yield has a low or even negative correlation with traditional asset classes like stocks and bonds, and a small positive

correlation with residential and commercial real estate. These features make farmland an attractive diversification tool that can

reduce the impact of general market fluctuations on diversified portfolio.

Agricultural land advantages compared with other real estate investments

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 66

Investment in agricultural land is classified as a real estate but has unique features. This allowed agricultural land to protect itself

from extreme falls in the value of assets, which were experienced by residential and commercial property during the crisis.

16.2. Risk factors

Information, provided in this section, should not be considered complete and covering all aspects of the risk factors associated with

the activity and securities of the public joint-stock company INVL Baltic Farmland.

Risk factors, associated with activities of INVL Baltic Farmland

Restriction of the purchase of agricultural land

The public joint-stock company INVL Baltic Farmland invests in agricultural land in Lithuania through its owned private companies.

On 1 January 2014 changes to the Agricultural Land Acquisition temporary law (No. IX-1314) entered into force, providing

restrictions of the purchase of agricultural land (including restriction of purchase of shares in the legal entity owning agricultural

land). This law was changed from 1 January 2018 by Agricultural Land Acquisition law (No. XIII-801). These restrictions mean that

the public joint-stock company INVL Baltic Farmland and its owned private companies will not be able to purchase agricultural land

in Lithuania additionally and/or acquire shares in companies owning agricultural land.

Prohibition stated in the law can reduce the amount of buyers of agricultural land, owned by subsidiaries of the public joint-stock

company INVL Baltic Farmland, and thus the liquidity and price of the asset.

The total investment risk

The value of the investment in agricultural land can vary in the short term, depending on the harvest, prices of agricultural products,

local demand and supply fluctuations, competition between farmers and financial situation. Investment in agricultural land should

be carried out in the medium and long term, so that investor can avoid the short-term price fluctuations. Investing in real estate is

connected with the long-term risks. After failure of investments or under other ill-affected circumstances (having been unable to

pay for the creditors) the bankruptcy proceedings may be initiated.

Agricultural production and other commodity price volatility risk

Agricultural products and other commodities prices are historically characterized by very large fluctuations, on which, in many

cases, depends the price of agricultural land. The main factor affecting profitability of agricultural business is the price of the crop

(wheat, canola, etc.), but fuel, labour, fertilizers' and other commodity prices also affect the cost of agricultural activity, therefore

their increase lowers profit margins and reduces the ability to pay higher prices for agricultural land leases. If high fuel, fertilizer

and labour costs coincide with the fall of agricultural output prices, farmers and investors in the agricultural sector may suffer a

loss.

Common agricultural risk

The public joint-stock company INVL Baltic Farmland will seek to lease its owned agricultural land to farmers and agricultural

companies for the highest price possible. Factors that could adversely affect the agricultural sector may be weather conditions

(floods, droughts, heavy rains, hail, frost, weeds, pests, diseases, fire, climate change related worsening conditions and others).

Any of these factors, together or separately, could have a negative impact on farmers' incomes and farmland values. Part of the

risks, not all, can be insured, but the insurance costs reduce agricultural profitability, thus not all Lithuanian farmers do it.

Reliance on the European Union and national subsidies

Lithuanian and the European Union farmers' activities and profits are highly dependent on the European Union's Common

Agricultural Policy (CAP) - EU and national subsidies for agricultural activities. Recent changes to the CAP are valid for the period

2021-2027.

Elimination of direct payments could have a negative impact on agricultural land rents and values.

Land illiquidity risk

Investments in agricultural land under certain market conditions are relatively illiquid, thus finding buyers for these lands can take

time. Investors may consider the investment in agricultural land only if they do not have needs for the sudden liquidity.

Risk of legislative and regulatory changes

Lithuanian law, the European Union directives and other legislative changes may affect the income of farmers and agricultural land

rents. For example, changes affecting agricultural products price controls, export restrictions, customs entry or withdrawal, more

stringent environmental restrictions could adversely affect the profitability of agriculture.

Tax increase risk

Tax laws change may lead to a greater taxation of the public joint-stock company INVL Baltic Farmland and its group companies,

which in turn may reduce the profits and assets of the Company.

Inflation and deflation risk

It is likely that during its operational period the public joint-stock company INVL Baltic Farmland will face both inflation and deflation

risks as investments in agricultural land are long term. If the profit from the agriculture land rent will be less than the inflation rate,

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 67

it will result in loss of purchasing power. It is estimated that investment in agricultural land profitability is highly correlated with

inflation.

Credit risk

The public joint-stock company INVL Baltic Farmland will seek to lease agricultural land plots in the highest price possible to farmers

in Lithuania and agricultural companies. There is a risk that tenants of the land will not fulfil their obligations - it would adversely

affect the profit of the public joint-stock company INVL Baltic Farmland. Large parts of liabilities not fulfilled in time may cause

disturbances in activities of the public joint-stock company INVL Baltic Farmland, there might be a need to seek additional sources

of financing, which may not always be available.

The public joint-stock company INVL Baltic Farmland also bears the risk of holding funds in bank accounts or investing in short-

term financial instruments.

Liquidity risk

The public joint-stock company INVL Baltic Farmland may be faced with a situation where it will not be able to settle with suppliers

and other creditors in time. The Company will seek to maintain adequate liquidity levels or secure funding in order to reduce this

risk.

Interest rate risk

Interest rate risk mainly includes loans with a variable interest rate. The public joint-stock company INVL Baltic Farmland plans to

use very small amount of debt. Rising interest rates worldwide may adversely affect the values of property - agricultural land.

Large shareholders risk

Three shareholders of the public joint-stock company INVL Baltic Farmland together with related parties hold more than 60 percent

of shares and their voting will influence the election of the Members of the Boards of Company, essential decisions regarding

management of the public joint-stock company INVL Baltic Farmland, operations and financial position. There is no guarantee that

the decisions made by the major shareholders' will always coincide with the opinion and interest of the minority shareholders. Large

shareholders have the right to block the proposed solutions of other shareholders.

Market-related risks

Market risk

Shareholders of the public joint-stock company INVL Baltic Farmland bear the risk of incurring losses due to adverse changes in the

market price of the shares. The stock price drop may be caused by negative changes in assets value and profitability of the Company,

general stock market trends in the region and the world. Trading of shares of the public joint-stock company INVL Baltic Farmland

may depend on comments of the brokers and analysts and published independent analyzes of the Company and its activities. The

unfavourable analysts' outlook of the shares of the public joint-stock company INVL Baltic Farmland may adversely affect the market

price of the shares. Non-professional investors assessing the shares are advised to seek the assistance of intermediaries of public

trading or other experts in this field.

Liquidity risk

If demand for shares decreases or they are deleted from the stock exchange, investors will face the problem of realization of shares.

If the financial situation of the public joint-stock company's INVL Baltic Farmland deteriorates, the demand for Company's shares

may drop, which will lead to fall in share price.

Dividend payment risk

Dividend payment to the shareholders of the public joint-stock company INVL Baltic Farmland is not guaranteed and will depend on

the profitability, investment plans and the overall financial situation of the Company.

Tax and legal risk

Changes in the equity-related legislation or state tax policy can change shares attractiveness of the public joint-stock company

INVL Baltic Farmland. This may reduce the liquidity of the shares of the Company and/or price.

Inflation risk

When inflation increases, the risk, that the stock price change may not offset the current rate of inflation, appears. In this case, the

real returns from capital gain on market shares for traders may be less than expected.

16.3. The main indications about internal control and risk management systems related to the

preparation of consolidated financial statements

The Audit Committee supervises preparation of the consolidated financial statements, systems of internal control and financial risk

management and how the Company follows legal acts that regulate preparation of consolidated financial statements.

The Company is responsible for the supervision and final review of the consolidated financial statements. To order to manage these

functions properly, the Company is using an external provider of relevant services (INVL Farmland Management). The Company,

together with the accounting service provider constantly reviews International Financial Reporting Standards (IFRS) in order to

implement in time IFRS changes, analyses Company’s and group’s significant deals, ensures collecting information from the group’s

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 68

companies and timely and fair preparation of this information for the financial statements, periodically informs the Board of the

Company about the preparation process of financial statements.

Accounting of all the Company Group‘s entities is provided by the same external accounting service provider (INVL Farmland

Management) by using the unified accounting system, the standard chart of accounts and by applying unified accounting principles.

Standardized data collection files prepared by Excel program are used for preparation of consolidated numbers. It also facilitates

the automatic reconciliation and elimination of balances and transactions between subsidiaries in the preparation of consolidated

accounts. Internal control of the financial numbers of the Group’s entities and of the Group financial statements is provided by CFO

of external accounting service provider.

17. Significant investments made during the reporting period

During the reporting period INVL Baltic Farmland, AB has not made any acquisitions.

18. Information about significant agreements to which the issuer is a party, which would come into force,

be amended or cease to be valid if there was a change in issuer‘s controlling shareholder

In 2024 there were no significant agreements of the Company which would come into force, be amended or cease to be valid if

there was a change in issuer‘s controlling shareholder.

19. Information on the related parties’ transactions

Information on the related parties’ transactions is disclosed in Notes 17 of consolidated financial statements for the year ended 31

December 2024.

20. Information on harmful transactions in which the issuer is a party

There were no harmful transactions (those that are not in line with issuer‘s goals, not under usual market terms, harmful to the

shareholders‘ or stakeholders‘ interests, etc.) made in the name of the issuer that had or potentially could have negative effects in

the future on the issuer‘s activities or business results. There were also no transactions where a conflict of interest was present

between the managing bodies of the Company, controlling shareholders‘ or other related parties‘ obligations to the issuer and their

private interests.

21. Significant events since the end of the financial year

There were no events since the end of the financial year.

22. Estimation of Issuer’s and Group’s activity last year and activity plans and forecasts

22.1. Evaluation of implementation of goals for 2024

The initial forecast of INVL Baltic Farmland for year 2024 was income of EUR 835 thousand and net profit of EUR 420 thousand.

INVL Baltic Farmland had revenue of EUR 835 thousand in 2024 and earned unaudited net profit of EUR 1,836 thousand for the

year. Profit was forecasted under the assumption that the value of agricultural land holdings in the balance sheet would not change

and the change in the value of trade receivables by the buyers was not assessed, but a valuation conducted by the company

Matininkai showed that land holding value had increased by 9.5% to EUR 22.736 million compared to previous year, or EUR 7.38

thousand per hectare. In 2024 the Group also incurred an unbudgeted expense of EUR 107 thousand for the property administration

fee (its success fee component). The increase in the corporate income tax rate (from 15% to 16%) in Lithuania from 2025 resulted

in a decrease in net profit of EUR 182 thousand after recalculation of the deferred income tax liability according to the new rate,

which was also not foreseen. Excluding these non-estimated factors and the related income tax expense, INVL Baltic Farmland's

profit would be EUR 436 thousand. Therefore, after assessing the favourable market trends that allowed to increase the value of

assets, it can be stated that INVL Baltic Farmland has accomplished and exceeded the calculated profit forecasts for 2024.

22.2. Activity plans and forecasts

At the time of issuing this report, the forecasts of 2025 year have not been approved. Upon approval, the Company will inform

about the activity plans and forecasts in a separate notice.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 69

V. OTHER INFORMATION

23. References to and additional explanations of the data presented in the annual financial statements

and consolidated financial statements

All data is presented in consolidated and Company’s financial statements explanatory notes of 2024.

24. Information on financial risk management objectives used for hedging measures which hedge

accounting and of price risk, credit risk, liquidity risk and cash flow risk where the company group uses

financial instruments and is an important evaluation of the property, own capital, liabilities, revenue and

expenses

The information is disclosed in Note 3 to the consolidated and the Company's 2024 financial statements.

25. Information about activities of the Issuer and companies comprising the issuer’s group in the field of

research and development

INVL Baltic Farmland, AB did not deliver major researches and expansion projects in 2024.

26. Information about agreements of the Company and its managing bodies, members of the formed

committees, or the employees’ agreements providing for compensation in case of the resignation or in

case they are dismissed without a due reason or their employment is terminated in view of the change

of the control (official offering) of the Company.

There are no agreements of the Company and the Members of the Board, or director providing for compensation in case of the

resignation or in case they are dismissed without a due reason or their employment is terminated in view of the change of the

control of the Company.

27. Information about any control systems in the employee share plan that are not exercised directly by

employees

The Issuer does not apply control systems to share-based payment schemes to its employees.

28. Information on audit company

The Company has not approved criteria for selection of the audit company.

Audit services on annual financial statements of the Company for the financial year of 2024 was provided by the audit company

BDO auditas ir apskaita, UAB. In the General Extraordinary Shareholders’ Meeting of the Company held on 21 October 2024 it was

decided to conclude an agreement with BDO auditas ir apskaita, UAB to carry out the audit of the annual financial statements of

the INVL Baltic Farmland, AB.

In 2024 the accrued cost of audit services is disclosed in point 8 of the explanatory notes to the consolidated annual financial

statements for the year 2024.

Audit company

BDO auditas ir apskaita, UAB

Address of the registered office

K. Baršausko g. 66, LT-51436

Enterprise code

135273426

Telephone

+370 37 320390

E-mail

info@bdo.lt

Website

www.bdo.lt

No internal audit is performed in the Company.

29. Data on the publicly disclosed information

The information publicly disclosed of INVL Baltic Farmland, AB during 2024 is presented on the Company’s website (Company‘s web

site section „Investor Relations“ → „Regulated information“.

The link: https://invlbalticfarmland.com/en/news/

Table 29.1. Summary of publicly disclosed information

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 70

Date of disclosure

Brief description of disclosed information

29.02.2024

Audited results of INVL Baltic Farmland group of 2023

19.03.2024

INVL Baltic Farmland announces operating forecasts and planned dividends

19.03.2024

Regarding proposal of the Board of INVL Baltic Farmland to allocate dividends for the year 2023

19.03.2024

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

on agenda issue

19.03.2024

INVL Baltic Farmland plans to earn EUR 420 thousand net profit in 2024

10.04.2024

INVL Baltic Farmland will pay dividends to shareholders

10.04.2024

Regarding approval of dividend allocation of INVL Baltic Farmland for the year 2023

10.04.2024

Resolutions of the General Shareholders Meeting of INVL Baltic Farmland

09.05.2024

Procedure for the payout of dividends for the year 2023

09.05.2024

AB INVL Baltic Farmland AB INVL Baltic Farmland unaudited Interim information for 3 months of 2024

30.07.2024

Unaudited results of INVL Baltic Farmland for 6 months of 2024

27.09.2024

Convocation of the General Extraordinary Shareholders Meeting of INVL Baltic Farmland and draft

resolutions on agenda issue

21.10.2024

Resolutions of the General Extraordinary Shareholders‘ Meeting of INVL Baltic Farmland

12.11.2024

AB INVL Baltic Farmland unaudited Interim information for 9 months of 2024

23.12.2024

INVL Baltic Farmland investor's calendar for 2025

Director Eglė Surplienė

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 71

APPENDIX 1. INFORMATION ABOUT GROUP COMPANIES, THEIR CONTACT

DETAILS

Company

Registration information

Type of activity

Contact details

Ekotra, UAB

Code 303112623

Registration

address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Puskaitis, UAB

Code 303112769

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Zemynele, UAB

Code 303112559

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Kvietukas, UAB

Code 303112678

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Lauknesys, UAB

Code 303112655

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Vasarojus, UAB

Code 303004626

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Laukaitis, UAB

Code 303112694

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Ziemkentys, UAB

Code 303112648

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Zemgale, UAB

Code 303112744

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Avizele, UAB

Code 303113077

Registration address Gyneju str. 14, Vilnius;

Legal form

– private limited liability company

Registration date 01.08.2013

Investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Berzyte, UAB

Code 303112915

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the

agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Duonis, UAB

Code 303112790

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Pusaitis, UAB

Code 3031131032

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 72

Zalve, UAB

Code 303113045

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Seja, UAB

Code 303113013

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Dirvolika, UAB

Code 303112954

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Linaziede, UAB

Code 303112922

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 01.08.2013

investments into

agricultural land. Rent

of the agricultural land.

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

Cooperor, UAB

Code 303252162

Registration address Gyneju str. 14, Vilnius

Legal form

– private limited liability company

Registration date 27.02.2014

Carries no activity

Telephone +370 5 279 0601

-mail farmland@invaldainvl.com

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 73

APPENDIX 2. CORPORATE GOVERNANCE CODE

INVL Baltic Farmland, AB (hereinafter - “the Company”), acting in compliance with Article 12 (3) of the Law on Securities of the

Republic of Lithuania and paragraph 25.4 of the Listing Rules of AB Nasdaq Vilnius, hereby discloses how it complies with the

Corporate Governance Code for the Companies listed on Nasdaq Vilnius as well as its specific provisions or recommendations. In

case of non-compliance with this Code or some of its provisions or recommendations, the specific provisions or recommendations

that are not complied with must be indicated and the reasons for such non-compliance must be specified. In addition, other

explanatory information indicated in this form is provided.

Although the form for filling in the Corporate Governance Code of Nasdaq Vilnius listed companies is based on the “comply or

explain” principle, the Company provides an explanation in the “Comment” section in all cases, even if it fully complies with the

principle.

1. Summary of the Corporate Governance Report:

Short history:

The public joint-stock company INVL Baltic Farmland was established on 29 April 2014 on the basis of a part of assets split-off from

one of the leading asset management groups in the Baltic region Invalda INVL. INVL Baltic Farmland manages shares of 18

companies investing into agricultural land that are owning about 3 thousand hectares of agricultural land in Lithuania. 99% of land

is rented to farmers and agricultural companies.

Shares of INVL Baltic Farmland are listed on Nasdaq Vilnius stock exchange since 4 June 2014.

About Company's activities:

The administration of the INVL Baltic Farmland group owned land, according to the basic property administration agreement signed

on 30 June 2015, is transmitted to the owned company INVL Farmland Management (for further information please see paragraph

3.3. “Information about the Issuer‘s group of companies” of this annual consolidated report). On 28 December 2020 the Basic

Property Administration Agreement’s Amendment No. 20150630/01 was concluded, based on which the term of the Basic Property

Administration Agreement was extended until 31 December 2025.

As the Company has signed the property administration agreement it employs a minimum number of people. As of 31 December

2024 the Company and group had 2 employees, while INVL Farmland Management provides accounting services and preparation

of the documents related with bookkeeping for INVL Baltic Farmland, AB.

About operating environment:

It is prohibited for one person to have more than 500 hectares of land in Lithuania since 2014. That‘s why INVL Baltic Farmland

development is limited and the generated funds are directed to the payment of dividends to shareholders.

Corporate governance structure:

- The Company’s managing bodies consists of the Board, elected for the 4 years term of office, and the manager, elected by the

Board (for further information please about the Issuer's governing bodies and the composition of the committees in Chapter III

"Issuer's bodies" of this consolidated annual management report). The Board’s and the manager’s activities are concentrated on

the fulfilment of the Company’s strategic objectives taking count of the shareholders’ equity value increase.

- The Supervisory Board is not formed. Nevertheless, the Board and the Director acts in close cooperation seeking to obtain the

maximum benefit for the Company and its shareholders. The Board periodically reviews and assesses Company’s activity results.

- The Company's Board performs supervisory functions, as described in section 11.2.1. of this annual management report.

- The Chairman of the Board is not and has not been the manager of the Company. His current or past office constitutes has no

obstacles to conduct independent and impartial supervision.

- Members of the Board are elected by the General Shareholders’ Meeting. They are independent and in their actions seek the

benefit to the Company and its shareholders. The Board of the Company conducts an annual self-assessment of its activities.

- An independent member of the Board T. Bubinas was elected by the decision of the General Shareholders’ Meeting, held on 27

April, 2022.

- The Company has an Audit Committee consisting of 2 independent members. Due to simplicity of the Company’s management

structure and small number of employees, it is not expedient to form the Nomination and Remuneration committees.

Accountability to the Company's shareholders:

- The Company discloses and updates all information required for evaluation by the governing bodies of the Company: Information

about the manager, composition of the Board, managers and Board members’ education, work experience and participation in

other companies is disclosed in Company’s periodical reports and website.

- The Company discloses information via Nasdaq news distribution service so that the public in Lithuania and other EU countries

should have equal access to the information. The information is disclosed in Lithuanian and English. The Company publishes its

information prior to or after the trade sessions on the Nasdaq Vilnius. The Company does not disclose information that may have

an effect on the price of shares in the commentaries, interview or other ways as long as such information is publicly announced

via Nasdaq news distribution service.

- Shareholders of the Company have equal opportunities to get familiarized and participate in adopting decisions important to the

Company. The procedures of convening and conducting of the General Shareholders’ Meeting comply with the provisions of legal

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 74

acts and provide the shareholders with equal opportunities to participate in the meetings get familiarized with the draft resolutions

and materials necessary for adopting the decision in advance, also give questions to the Board members.

2. Structured table for disclosure:

Principles/ Recommendations

Yes/No/

Not Applicable

Commentary

Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights

The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance

framework should protect the rights of shareholders.

1.1. All shareholders should be provided with access to the information

and/or documents established in the legal acts on equal terms. All

shareholders should be furnished with equal opportunity to participate in

the decision-making process where significa

nt corporate matters are

discussed.

YES

The Company discloses all

regulated information

(including notices on

convening shareholders'

meetings) through the news

distribution platform of AB

Nasdaq Vilnius. This ensures

that

this information is

available to the widest possible

audience in the Republic of

Lithuania and other EU

countries. Information is

provided simultaneously in

both Lithuanian and English.

The Company publishes

information before or after the

trading session of Nasdaq

Vilnius AB. The Company

timely updates the information

on its website and complies

with the requirements of Part 5

of the Information Disclosure

Guidelines “On the Publication

of Regulated and Other

Information on the Issuer's

Website” approved by the

decision of the Supervisory

Authority of the Bank of

Lithuania.

All shareholders have equal

rights to participate in the

general meetings of

shareholders of the Company.

1.2. It is recommended that the company’s capital should consist only of

the shares that grant the same rights to voting, ownership, dividend and

other rights to all of their holders.

YES

Shares constituting the

authorized capital of the

Company grant equal rights to

all shareholders of the

Company.

1.3. It is recommended that investors should have access to the

information concerning the rights attached to the shares of the new issue

or those issued earlier in advance, i.e. before they purchase shares.

YES

The Company informs about

the rights granted by the

newly issued shares.

1.4. Exclusive transactions that are particularly important to the

company, such as transfer of all or almost all assets of the company which

in principle would mean the transfer of the company, should be subject

to approval of the general meeting of shareholders.

YES

All shareholders of the

Company have equal

opportunities to get

acquainted and participate in

making decisions that are

important for the Company.

The approval of the General

Meeting of Shareholders is

obtained in the cases specified

in Section V of the Law on

Companies falling within the

competence of the General

Meeting of Shareholders.

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1.5. Procedures for convening and conducting a general meeting of

shareholders should provide shareholders with equal opportunities to

participate in the general meeting of shareholders and should not

prejudice the rights and interests of shareholders. The chosen venue,

date and time of the general meeting of shareholder

s should not prevent

active participation of shareholders at the general meeting. In the notice

of the general meeting of shareholders being convened, the company

should specify the last day on which the proposed draft decisions should

be submitted at the latest.

YES

Shareholders are informed

about convening

of the

General Meetings of

Shareholders in accordance

with the requirements of

legislation and the Company’s

articles of association –

adhering to the notification

deadlines and methods and

means of announcement. The

opportunity to participate in

the Meeting is supplemented

by the option of voting by

ballot or authorizing another

person to represent the

shareholder. The General

Meeting of Shareholders is

always held at the Company’s

headquarters. In the notice of

e General Meeting of

Shareholders being convened,

the Company does not restrict

the right of shareholders to

submit new draft decisions

either before or during the

meeting, and this is clearly

stated in the notice of the

General Meeting of

Shareholders being convened

in both Lithuanian and English.

1.6. With a view to ensure the right of shareholders living abroad to

access the information, it is recommended, where possible, that

documents prepared for the general meeting of shareholders in advance

should be announced publicly not only in Lithuanian

language but also in

English and/or other foreign languages in advance. It is recommended

that the minutes of the general meeting of shareholders after the signing

thereof and/or adopted decisions should be made available publicly not

only in Lithuanian la

nguage but also in English and/or other foreign

languages. It is recommended that this information should be placed on

the website of the company. Such documents may be published to the

extent that their public disclosure is not detrimental to the company

the company’s commercial secrets are not revealed.

YES

All documents and information

relevant to the Company's

general meetings of

shareholders, including the

notice of the convened

meeting, draft resolutions,

draft resolutions of the

meeting are public and

simultaneously published in

Lithuanian and English through

the Nasdaq Vilnius regulated

notice distribution system and

additionally published on the

Company's website in the

Regulated Information

sections. and Shareholders'

Meetings.

1.7.

Shareholders who are entitled to vote should be furnished with the

opportunity to vote at the general meeting of shareholders both in person

and in absentia. Shareholders should not be prevented from voting in

writing in advance by completing the general voting ballot.

YES

Shareholders of the Company

may exercise their right to

vote in the General Meeting in

person or through a

representative upon issuance

of proper proxy or having

concluded an agreement on

the transfer of their voting

rights in the manner compliant

with the legal regulations, also

the shareholder may vote by

completing the General Voting

Ballot in the manner provided

by the Law on Companies.

1.8.

With a view to increasing the shareholders’ opportunities to

participate effectively at general meetings of shareholders, it is

recommended that companies should apply modern technologies on a

wider scale and thus provide shareholders with the conditions t

participate and vote in general meetings of shareholders via electronic

means of communication. In such cases the security of transmitted

YES

The Company must provide

shareholders with the

opportunity to participate in

the general meeting of

shareholders and vote by

electronic means of

communication, as well as

INVL BALTIC FARMLAND, AB

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information must be ensured and it must be possible to identify the

participating and voting person.

submit voting instructions

when demanded by

shareholders whose shares

represent no less than 1/10 of

all votes.

1.9. It is

recommended that the notice on the draft decisions of the

general meeting of shareholders being convened should specify new

candidatures of members of the collegial body, their proposed

remuneration and the proposed audit company if these issues are

includ

ed into the agenda of the general meeting of shareholders. Where

it is proposed to elect a new member of the collegial body, it is

recommended that the information about his/her educational

background, work experience and other managerial positions held (o

proposed) should be provided.

YES

According to the Board’s rules

of procedure, at least 10 days

before the General

Shareholders’ Meeting, where

it is planned to elect Board

members (member), the

information about the

candidates to the Board will be

fully disclosed to the

shareholders with the

indication of the candidates’

names, surnames, their

membership in supervisory

and management bodies of

other companies, shareholding

of other companies exceeding

1/20, and all other

circumstances that can affect

the independence of the

candidate as well as the data

on their education,

qualifications, professional

experience, other important

information.

INVL BALTIC FARMLAND, AB

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Principle 2: Supervisory board

2.1. Functions and liability of the supervisory board

The supervisory board of the company should ensure representation of the interests of the company and its shareholders,

accountability of this body to the shareholders and objective monitoring of the company’s operations and its management bodies

as well as constantly provide recommendations to the management bodies of the company.

The supervisory board should ensure the integrity and transparency of the company’s financial accounting and control system.

For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.

For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria of unrelated parties defined in Article 31(7)

and (8) of the Law on Companies of the Republic of Lithuania.

1.10. Members of the company’s collegial management body, heads of

the administration

or other competent persons related to the company

who can provide information related to the agenda of the general meeting

of shareholders should take part in the general meeting of shareholders.

Proposed candidates to member of the collegial body should

also

participate in the general meeting of shareholders in case the election of

new members is included into the agenda of the general meeting of

shareholders.

YES

The Board members inform the

Chairman of the Board in case

of the changes of the data. The

information of these changes

shall be disclosed to the

shareholders in the Company’s

periodical reports.

2.1.1. Members of the supervisory board should act in good faith, with

care and responsibility for the benefit and in the interests of the company

and its shareholders and represent their interests, having regard to the

interests of employees and public welfare.

NOT APPLICABLE

Due to its size, it is not expedient

to form the Supervisory Board.

Considering that only collegial

management body

- the Board is

formed in the Company. It

performs all essential

management

and supervisory

functions

, ensures accountability

and control of the Director of the

Company.

2.1.2. Where decisions of the supervisory board may have a different

effect on the interests of the company’s shareholders, the supervisory

board should treat all shareholders impartially and fairly. It should ensure

that shareholders are properly informed

about the company’s strategy,

risk management and control, and resolution of conflicts of interest.

2.1.3. The supervisory board should be impartial in passing decisions that

are significant for the company’s operations and strategy. Members of

the

supervisory board should act and pass decisions without an external

influence from the persons who elected them.

2.1.4. Members of the supervisory board should clearly voice their

objections in case they believe that a decision of the supervisory board is

against the interests of the company. Independent

members of the

supervisory board should: a) maintain independence of their analysis and

decision-

making; b) not seek or accept any unjustified privileges that

might compromise their independence.

2.1.5. The supervisory board should oversee that the company’s tax

planning strategies are designed and implemented in accordance with the

legal acts in order to avoid faulty practice that is not related to the long

term interests of the company and its sh

areholders, which may give rise

to reputational, legal or other risks.

2.1.6. The company should ensure that the supervisory board is provided

with sufficient resources (including financial ones) to discharge their

duties, including the right to obtain all the necessary information or to

seek independent professional advice f

rom external legal, accounting or

other experts on matters pertaining to the competence of the supervisory

board and its committees.

2.2. Formation of the supervisory board

The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective and

fair corporate governance.

2.2.1. The members of the supervisory board elected by the general

meeting of shareholders should collectively ensure the

diversity of

qualifications, professional experience and competences and seek for

gender equality. With a view to maintain a proper balance between the

qualifications of the members of the supervisory board, it should be

ensured that members of the supervi

sory board, as a whole, should have

diverse knowledge, opinions and experience to duly perform their tasks.

NOT APPLICABLE

Due to its size, it is not expedient

to form the Supervisory Board.

Considering that only collegial

management body

- the Board is

formed in the Company. It

performs all essential

management and supervisory

INVL BALTIC FARMLAND, AB

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2.2.2. Members of the supervisory board should be appointed for a

specific term, subject to individual re-

election for a new term in office in

order to ensure necessary development of professional experience.

functions, ensures accountability

and control of the Director of the

Company.

2.2.3. Chair of the supervisory board should be a person whose current

or past positions constituted no obstacle to carry out impartial

activities.

A former manager or management board member of the company should

not be immediately appointed as chair of the supervisory board either.

Where the company decides to depart from these recommendations, it

should provide information on the measur

es taken to ensure impartiality

of the supervision.

2.2.4. Each member should devote sufficient time and attention to

perform his duties as a member of the supervisory board. Each member

of the supervisory board should undertake to limit his other professional

obligations (particularly the managing positions in ot

her companies) so

that they would not interfere with the proper performance of the duties

of a member of the supervisory board. Should a member of the

supervisory board attend less than a half of the meetings of the

supervisory board throughout the

financial year of the company, the

shareholders of the company should be notified thereof.

2.2.5. When it is proposed to appoint a member of the supervisory board,

it should be announced which members of the supervisory board are

deemed to be independent. The supervisory board may decide that,

despite the fact that a particular member meets all the cr

iteria of

independence, he/she cannot be considered independent due to special

personal or company-related circumstances.

2.2.6. The amount of remuneration to members of the supervisory board

for their activity and participation in meetings of the supervisory board

should be approved by the general meeting of shareholders.

2.2.7. Every year the supervisory board should carry out an assessment

of its activities. It should include evaluation of the structure of the

supervisory board, its work organization and ability to act as a group,

evaluation of the competence and work efficienc

y of each member of the

supervisory board, and evaluation whether the supervisory board has

achieved its objectives. The supervisory board should, at least once a

year, make public respective information about its internal structure and

working procedures.

Principle 3: Management Board

3.1. Functions and liability of the management board

The management board should ensure the implementation of the company’s strategy and good corporate governance with due

regard to the interests of its shareholders, employees and other interest groups.

3.1.1. The management board should ensure the implementation of the

company’s strategy approved by the supervisory board if the latter has

been formed at the company. In such cases where the supervisory board

is not

formed, the management board is also responsible for the approval

of the company’s strategy.

The Company does not prepare or

approve separate strategies of

the Company. The Company's

objectives are disclosed in the

Company's annual

management

reports, notices on material

events, which are published on

the Company's website,

Nasdaq

Vilnius regulated notice

distribution system, in the Central

Regulated Information Database.

3.1.2. As a collegial management body of the company, the management

board performs the functions assigned to it by the Law and in the articles

of association of the company, and in such cases where the supervisory

board is not formed in the company, it pe

rforms inter alia the supervisory

functions established in the Law. By performing the functions assigned to

it, the management board should take into account the needs of the

company’s shareholders, employees and other interest groups by

respectively striving to achieve sustainable business development.

YES

The Board's functions are

discussed in the Consolidated

Annual

Management Report 11.2.

section.

3.1.3. The management board should ensure compliance with the laws

and the internal policy of the company applicable to the company or a

YES

The Management Board ensures

that the Company complies with

INVL BALTIC FARMLAND, AB

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Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf

group of companies to which this company belongs. It should also

establish the respective risk management and control measures aimed at

ensuring regular and direct liability of managers.

laws and internal policies of the

Company and, it also ensures the

accountability of the management

in accordance with the

established internal measures of

governance and control.

3.1.4. Moreover, the management board should ensure that the

measures included into the OECD Good Practice Guidance

on Internal

Controls, Ethics and Compliance are applied at the company in order to

ensure adherence to the applicable laws, rules and standards.

YES

The Management Board ensures

compliance with applicable laws,

regulations, and standards.

3.1.5. When appointing the manager of the company, the management

board should take into account the appropriate balance between the

candidate’s qualifications, experience and competence. YES

When appointing the manager of

the

Company, the management

board takes into account the

candidate’s qualifications,

experience, and competence.

3.2. Formation of the management board

3.2.1. The members of the management board elected by the supervisory

board or, if the

supervisory board is not formed, by the general meeting

of shareholders should collectively ensure the required diversity of

qualifications, professional experience and competences and seek for

gender equality. With a view to maintain a proper balance in t

erms of the

current qualifications possessed by the members of the management

board, it should be ensured that the members of the management board

would have, as a whole, diverse knowledge, opinions and experience to

duly perform their tasks.

YES

The Company follows the

recommendations of this

paragraph. The members of the

management board have the

necessary variety of knowledge,

opinions, and experience to

perform their tasks properly.

3.2.2. Names and surnames of the candidates to become members of the

management board, information on their educational background,

qualifications, professional experience, current positions, other important

professional obligations and potential conflicts

of interest should be

disclosed without violating the requirements of the legal acts regulating

the handling of personal data at the meeting of the supervisory board in

which the management board or individual members of the management

board are elected.

In the event that the supervisory board is not formed,

the information specified in this paragraph should be submitted to the

general meeting of shareholders. The management board should, on

yearly basis, collect data provided in this paragraph on its memb

ers and

disclose it in the company’s annual report.

YES

The curriculum vitae of the

candidates to become members

of the management board and

information on the candidates‘

participation in the activities of

other companies is submitted at

the shareholder meeting together

with draft resolutions without

violating

the requirements of the

legal acts regulating the handling

of personal data.

3.2.3. All new members of the management board should be familiarized

with their duties and the structure and operations of the company.

YES

After the election, all members of

the management board shall be

familiarized with their rights and

obligations under the legal acts of

the Republic of Lithuania and the

Articles of Association of the

Company. Members of the

management board are regularly

informed at the Board meetings

and individually, as required or

per own request of the members,

about the Company’s activities

and its changes, material changes

in the legal acts regulating the

Company’s activities, and other

circumstances affecting the

Company’s activities.

3.2.4. Members of the management board should be appointed for a

specific term, subject to individual re-

election for a new term in office in

order to ensure necessary development of professional experience and

sufficiently frequent reconfirmation of their status. YES

According to the Articles of

Association of the Company, the

members of the management

board are elected for a term of

four years, without limiting the

number of their terms. The

Articles of Association of the

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For the purposes of this Code, the criteria of independence of the members of the board are interpreted as the criteria of unrelated persons defined in Article 33(7) of the

Law on Companies of the Republic of Lithuania.

Company provide for the

possibility of re

-election of the

entire management board or its

individual member

3.2.5. Chair of the management board should be a person whose current

or past positions constitute no obstacle to carry out impartial activity.

Where the supervisory board is not formed, the former manager of the

company should not be immediately appointed

as chair of the

management board. When a company decides to depart from these

recommendations, it should furnish information on the measures it has

taken to ensure the impartiality of supervision.

YES

The Chair of the Management

Board is a person who has never

been the manager of the

Company. The Chair of the

Company’s Management Board is

not an employee of the Company

and is a Company’s shareholder.

It is the Company’s belief that

these facts are suffi

cient to state

that the Chair of the Management

Board is capable of acting

impartially and taking decisions

which represent and protect the

rights of shareholders.

3.2.6. Each member the management board should give sufficient time

and attention to perform the duties of a member of the Board. If a

member of the management Board participated in less than half of the

board meetings during the financial year of the Comp

any, the Company's

Supervisory Board should be informed if the Supervisory Board is not

formed in the Company - the General Shareholder Meeting.

YES

In 2024, the Management Board

members attended the

Management Board meetings (a

quorum was present during all

meetings), with each member

devoting sufficient time to

perform the duties of the

Management Board member.

3.2.7. In the event that the management board is elected in the cases

established by the Law where the supervisory board is not formed at the

company, and some of its members will be independent

, it should be

announced which members of the management board are deemed as

independent. The management board may decide that, despite the fact

that a particular member meets all the criteria of independence

established by the Law, he/she cannot be consid

ered independent due to

special personal or company-related circumstances.

YES

By the decision of the General

meeting of the shareholders, held

on 27 April 2022, Tomas Bubinas

started to serve as an

independent member of the

Management Board. The fact that

he is an independent member is

indicated in the Company's

interim and annual

management

reports.

3.2.8. The general meeting of shareholders of the company should

approve the amount of remuneration to the members of the management

board for their

activity and participation in the meetings of the

management board.

YES

No remuneration is paid to the

members of the Board

, except the

independent member of the

Management Board

Tomas

Bubinas, whose remuneration is

approved by the decision of the

General meeting of the

shareholders, held on 27 April

2022.

As some of the members of

the Board are also shareholders of

the Company, more detailed

information on dividends paid to

the members of the Board as well

as other amounts of cash and

guarantees provided is disclosed

in paragraph 14 of the Annual

Management Report.

3.2.9.The

members of the management board should act in good faith,

with care and responsibility for the benefit and the interests of the

company and its shareholders with due regard to other stakeholders.

When adopting decisions, they should not act in their perso

nal interest;

they should be subject to no-

compete agreements and they should not

use the business information or opportunities related to the company’s

operations in violation of the company’s interests.

YES

According to the information

available to the Company, the

members of the Management

Board act in good faith with

respect to the Company, following

the interests of the Company and

not their own or those of third

parties, adhering to the principles

of honesty, reasonableness,

confidentiality, and responsibility,

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trying to remain independent

during the decision-making.

3.2.10. Every year the management board should carry out an

assessment of its activities. It should include evaluation of the structure

of the management board, its work organization and ability to act as a

group, evaluation of the competence and work effi

ciency of each member

of the management board, and evaluation whether the management

board has achieved its objectives. The management board should, at

least once a year, make public respective information about its internal

structure and working procedure

s in observance of the legal acts

regulating the processing of personal data.

YES

The Board once a year conducts

self

-assessment of its activities.

Principle 4: Rules of procedure of the supervisory board and the management board of the company

The rules of procedure of the supervisory board, if it is formed at the company, and of the management board should ensure

efficient operation and decision-making of these bodies and promote active cooperation between the company’s management

bodies.

4.1. The management board and the supervisory board, if the latter is

formed at the company, should act in close cooperation in order to attain

benefit for the company and its shareholders. Good corporate governance

requires an open discussion between the

management board and the

supervisory board. The management board should regularly and, where

necessary, immediately inform the supervisory board about any matters

significant for the company that are related to planning, business

development, risk manageme

nt and control, and compliance with the

obligations at the company. The management board should inform he

supervisory board about any derogations in its business development

from the previously formulated plans and objectives by specifying the

reasons for this.

YES/NO

The Supervisory Board is not

formed. Nevertheless, the Board

and the Director acts in close

cooperation seeking to obtain the

maximum benefit for the

Company and its shareholders.

The Board periodically reviews

and assesses Company’s

activity

results.

4.2. It is recommended that meetings of the company’s collegial bodies

should be held at the respective intervals, according to the pre-

approved

schedule. Each company is free to decide how often meetings of the

collegial bodies should be convened but it i

s recommended that these

meetings should be convened at such intervals that uninterruptable

resolution of essential corporate governance issues would be ensured.

Meetings of the company’s collegial bodies should be convened at least

once per quarter.

YES

The Board meetings are held at

least once per quarter.

4.3. Members of a collegial body should be notified of the meeting being

convened in advance so that they would have sufficient time for proper

preparation for the issues to be considered at the meeting and a fruitful

discussion could be held and appropria

te decisions could be adopted.

Along with the notice of the meeting being convened all materials relevant

to the issues on the agenda of the meeting should be submitted to the

members of the collegial body. The agenda of the meeting should not be

changed o

r supplemented during the meeting, unless all members of the

collegial body present at the meeting agree with such change or

supplement to the agenda, or certain issues that are important to the

company require immediate resolution.

YES

The Board members are

informed in advance about the

meeting. Along with the notice

of the meeting, all materials

relevant to the issues on the

agenda of the meeting are

provided to the Board

members.

4.4. In order to coordinate the activities of the company’s collegial bodies

and ensure effective decision-

making process, the chairs of the

company’s collegial supervision and management bodies should mutually

agree on the dates and agendas of the meeting

s and close cooperate in

resolving other matters related to corporate governance. Meetings of the

company’s supervisory board should be open to members of the

management board, particularly in such cases where issues concerning

the removal of the managemen

t board members, their responsibility or

remuneration are discussed.

The Company may not implement

this recommendation since only

the Board is formed.

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The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements of the Republic of Lithuania provides

that public-interest entities (including but not limited to public limited liability companies whose securities are traded on a regulated market of the Republic of Lithuania and/or

of any other Member State) are under the obligation to set up an audit committee (the legal acts provide for the exemptions where the functions of the audit committee may

be carried out by the collegial body performing the supervisory functions).

Principle 5: Nomination, remuneration and audit committees

5.1. Purpose and formation of committees

The committees formed at the company should increase the work efficiency of the supervisory board or, where the supervisory

board is not formed, of the management board which performs the supervisory functions by ensuring that decisions are based on

due consideration and help organise its work in such a way that the decisions it takes would be free of material conflicts of interest.

Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body

with recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the collegial

body.

5.1.1. Taking due account of the company-related circumstances and the

chosen corporate governance

structure, the supervisory board of the

company or, in cases where the supervisory board is not formed, the

management board which performs the supervisory functions, establishes

committees. It is recommended that the collegial body should form the

nomination, remuneration and audit committees

YES/NO

Due to the Company’s

management type, transfer of the

management of the Company and

an absence of employees, the

Nomination and Remuneration

Committees are not formed. Audit

Committee members are

elected

by the General Shareholders

Meeting.

5.1.2. Companies may decide to set up less than three committees. In

such case companies should explain in detail why they have chosen the

alternative approach, and how the chosen approach corresponds with the

objectives set for the three different committees.

5.1.3. In the cases established by the legal acts the functions assigned to

the committees formed at companies may be performed by the collegial

body itself. In such case the provisions of this Code pertaining to the

committees (particularly those related

to their role, operation and

transparency) should apply, where relevant, to the collegial body as a

whole.

5.1.4. Committees established by the collegial body should normally be

composed of at least three members. Subject to the requirements of the

legal acts, committees could be comprised only of two members as well.

Members of each committee should be selecte

d on the basis of their

competences by giving priority to independent members of the collegial

body. The chair of the management board should not serve as the chair

of committees.

5.1.5. The authority of each committee formed should be determined by

the collegial body itself. Committees should perform their duties

according to the authority delegated to them and regularly inform the

collegial body about their activities and performa

nce on a regular basis.

The authority of each committee defining its role and specifying its rights

and duties should be made public at least once a year (as part of the

information disclosed by the company on its governance structure and

practice on an an

nual basis). In compliance with the legal acts regulating

the processing of personal data, companies should also include in their

annual reports the statements of the existing committees on their

composition, the number of meetings and attendance over the

year as

well as the main directions of their activities and performance.

5.1.6. With a view to ensure the independence and impartiality of the

committees, the members of the collegial body who are not members of

the committees should normally have a right to participate in the

meetings of the committee only if invited by the co

mmittee. A committee

may invite or request that certain employees of the company or experts

would participate in the meeting. Chair of each committee should have

the possibility to maintain direct communication with the shareholders.

Cases where such pract

ice is to be applied should be specified in the rules

regulating the activities of the committee.

5.2. Nomination committee

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5.2.1. The key functions of the nomination committee should be the

following:

1) to select candidates to fill vacancies in the membership of supervisory

and management bodies and the administration and recommend the

collegial body to approve them. The nomination committee should

evaluate the balance of skills, knowledge and experien

ce in the

management body, prepare a description of the functions and capabilities

required to assume a particular position and assess the time commitment

expected;

2) assess, on a regular basis, the structure, size and composition of the

supervisory and management bodies as well as the skills, knowledge and

activity of its members, and provide the collegial body with

recommendations on how the required changes should be sought;

3) devote the attention necessary to ensure succession planning.

NOT APPLICABLE

Due to simplicity of the

Company’s management

structure and small number of

employees, it is not expedient to

form the Nomination and

Remuneration committees.

5.2.2. When dealing with issues related to members of the collegial body

who have employment relationships with the company and the heads of

the administration, the manager of the company should be consulted by

granting him/her the right to submit proposal

s to the Nomination

Committee.

5.3. Remuneration committee

The main functions of the remuneration committee should be as

follows:

1) submit to the collegial body proposals on the remuneration policy

applied to members of the supervisory and management bodies and

the heads of the administration for approval. Such policy should

include all forms of remuneration, including the fixed-rate

remuneration, performance-based remuneration, financial incentive

schemes, pension arrangements and termination payments as well as

conditions which would allow the company to recover the amounts or

suspend the payments by specifying the circumstances under which it

would be expedient to do so;

2) submit to the collegial body proposals regarding individual

remuneration for members of the collegial bodies and the heads of the

administration in order to ensure that they would be consistent with

the company’s remuneration policy and the evaluation of the

performance of the persons concerned;

3) review, on a regular basis, the remuneration policy and its

implementation.

NOT APPLICABLE

Due to simplicity of the

Company’s management

structure and small

number of

employees, it is not expedient to

form the Nomination and

Remuneration committees.

5.4. Audit committee

5.4.1. The key functions of the audit committee are defined in the legal

acts regulating the activities of the audit committee.

YES

In its activities, the Audit

Committee of the Company

follows the legal acts regulating

the activities of the Audit

Committee, as well as the

regulations of the Audit

Committee approved by the

General Meeting of Shareholders

of the Company.

5.4.2. All members of the committee should be provided with detailed

information on specific issues of the company’s accounting system,

finances and operations. The heads of the company’s administration

should inform the audit committee about the methods o

f accounting for

significant and unusual transactions where the accounting may be subject

to different approaches.

YES

The members of the Audit

Committee shall be provided with

all the detailed information

necessary for the performance of

its functions.

5.4.3. The audit committee should decide whether the participation of the

chair of the management board, the manager of the company, the chief

finance officer (or senior employees responsible for finance and

accounting), the internal and external auditors

in its meetings is required

(and, if required, when). The committee should be entitled, when needed,

to meet the relevant persons without members of the management

bodies present.

YES

After the members of the Audit

Committee decide who must

attend the meeting of the

Committee, these persons shall

be invited, ensuring that the

members of the managerial

INVL BALTIC FARMLAND, AB

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bodies would not be present at

the same meeting.

5.4.4. The audit committee should be informed about the internal

auditor’s work program and should be furnished with internal audit

reports or periodic summaries. The audit committee should also be

informed about the work program of external auditors and s

hould receive

from the audit firm a report describing all relationships between the

independent audit firm and the company and its group.

NOT APPLICABLE

/ YES

Due to the size of the Company,

the Company does not have an

internal audit

function. The audit

committee is informed about the

work program of the external

auditors and their independence,

as well as relations with the

Company and its group.

5.4.5. The audit committee should examine whether the company

complies with the applicable provisions regulating the possibility of

lodging a complaint or reporting anonymously his/her suspicions of

potential violations committed at the company and should

also ensure

that there is a procedure in place for proportionate and independent

investigation of such issues and appropriate follow-up actions.

NOT APPLICABLE

Due to the size of the Company,

the audit committee does not

examine paragraph 5.4.5.

5.4.6. The audit committee should submit to the supervisory board or,

where the supervisory board is not formed, to the management board its

activity report at least once in every six months, at the time that annual

and half-yearly reports are approved.

YES/NO

The activity report is submitted

once a year, together with the

annual ordinary

shareholders

meeting.

Principle 6: Prevention and disclosure of conflicts of interest

The corporate governance framework should encourage members of the company’s supervisory and management bodies to avoid

conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to members of

the supervisory and management bodies.

Any member of the company’s supervisory and management body should

avoid a situation where his/her personal interests are or may be in conflict

with the company’s interests. In case such a situation did occur, a

member of the company’s supervisory or manag

ement body should,

within a reasonable period of time, notify other members of the same

body or the body of the company which elected him/her or the company’s

shareholders of such situation of a conflict of interest, indicate the nature

of interests and, where possible, their value.

YES

Management board members

avoid situations where their

personal interests may be in

conflict with the Company’s

interests.

Principle 7: Remuneration policy of the company

The remuneration policy and the procedure for review and disclosure of such policy established at the company should prevent

potential conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of the

administration, in addition it should ensure the publicity and transparency of the company’s remuneration policy and its long-term

strategy.

7.1. The company should approve and post the remuneration policy on

the website of the company; such policy should be reviewed on a regular

basis and be consistent with the company’s long-term strategy.

YES

The remuneration policy is

published on the Company's

website.

7.2. The remuneration policy should include all forms of remuneration,

including the fixed-rate remuneration, performance-

based remuneration,

financial incentive schemes, pension arrangements and termination

payments as well as the conditions specifying th

e cases where the

company can recover the disbursed amounts or suspend the payments.

YES/NO

The Manager of the Company

receives only

a fixed-rate

remuneration.

7.3. With a view to avoid potential conflicts of interest, the remuneration

policy should provide that members of the collegial bodies which perform

the supervisory functions should not receive remuneration based on the

company’s performance.

YES

The members of the Board of the

Company may be paid up with

annual bonuses, which shall be

granted by the decision of the

General Meeting of Shareholders

of the Company in accordance

with the procedure established by

legal acts and appointment

thereof shal

l be disclosed in the

consolidated annual

management

report of the Company.

Tomas Bubinas is an independent

member of the Management

Board and his fixed amount of

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 85

remuneration is approved by the

decision of the General meeting of

the shareholders, held on 27 April

2022.

7.4. The remuneration policy should provide sufficient information on the

policy regarding termination payments. Termination payments should not

exceed a fixed amount or a fixed number of annual wages and in general

should not be higher than the non-variab

le component of remuneration

for two years or the equivalent thereof. Termination payments should not

be paid if the contract is terminated due to inadequate performance.

NOT APPLICABLE

The Company’s Remuneration

Policy does

not determine

severance pay policy. The

company follows the

requirements of the relevant

legal

acts regarding severance pay.

7.5. In the event that the financial incentive scheme is applied at the

company, the remuneration policy should contain sufficient information

about the retention of shares after the award thereof. Where

remuneration is based on the award of shares, shares

should not be

vested at least for three years after the award thereof. After vesting,

members of the collegial bodies and heads of the administration should

retain a certain number of shares until the end of their term in office,

subject to the need to co

mpensate for any costs related to the acquisition

of shares.

NOT APPLICABLE

The Company has no system of

employee incentivisation or

remuneration

with Company

shares.

7.6. The company should publish information about the implementation

of the remuneration policy on its website, with a key focus on the

remuneration policy in respect of the collegial bodies and managers in the

next and, where relevant, subsequent financia

l years. It should also

contain a review of how the remuneration policy was implemented during

the previous financial year. The information of such nature should not

include any details having a commercial value. Particular attention should

be paid on the

major changes in the company’s remuneration policy,

compared to the previous financial year.

YES

The remuneration policy is

published on the Company's

website.

7.7. It is recommended that the remuneration policy or any major change

of the policy should be included on the agenda of the general meeting of

shareholders. The schemes under which members and employees of a

collegial body receive remuneration in shares

or share options should be

approved by the general meeting of shareholders.

YES

The Company's remuneration

policy and its amendments are

approved by the Company's

General Meeting of Shareholders.

Principle 8: Role of stakeholders in corporate governance

The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements and

encourage active cooperation between companies and stakeholders in creating the company value, jobs and financial sustainability.

In the context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers, clients, local

community and other persons having certain interests in the company concerned.

8.1. The corporate governance framework should ensure that the rights

and lawful interests of stakeholders are protected.

YES

The Company respects the rights

of stakeholders and their

legitimate interests.

8.2. The corporate governance framework should create conditions for

stakeholders to participate in corporate governance in the manner

prescribed by law. Examples of

participation by stakeholders in corporate

governance include the participation of employees or their

representatives in the adoption of decisions that are important for the

company, consultations with employees or their representatives on

corporate govern

ance and other important matters, participation of

employees in the company’s authorized capital, involvement of creditors

in corporate governance in the cases of the company’s insolvency, etc.

YES

All stakeholders are provided with

the possibility to participate in

corporate governance in the

manner prescribed by law.

8.3. Where stakeholders participate in the corporate governance process,

they should have access to relevant information.

YES

The stakeholders involved in the

corporate governance process

shall be granted access to the

necessary information, without

prejudice to the interests of the

Company and other related

parties.

8.4. Stakeholders should be provided with the possibility of reporting

confidentially any illegal or unethical practices to the collegial body

performing the supervisory function.

The Company does not provide

possibility of reporting

confidentially any illegal or

unethical practices

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Principle 9: Disclosure of information

The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including

the financial situation, operations and governance of the company.

9.1. In accordance with the company’s procedure on confidential

information and commercial secrets and the legal acts regulating the

processing of personal data, the information publicly disclosed by the

company should include but not be limited to the following:

YES

9.1.1. operating and financial results of the company; YES

Company publishes interim and

annual management reports.

9.1.2. objectives and non-financial information of the company; YES

Company publishes interim and

annual management reports.

9.1.3. persons holding a stake in the company or controlling it directly

and/or indirectly and/or together with related persons as well as the

structure of the group of companies and their relationships by specifying

the final beneficiary;

YES

Published on the Company's

website.

9.1.4. members of the company’s supervisory and management bodies

who are deemed independent, the manager of the company, the shares

or votes held by them at the company, participation in corporate

governance of other companies, their competence and remuneration;

YES

Information is provided on the

Company’s website and in its

interim and annual

management

reports.

9.1.5. reports of the existing committees on their composition, number

of meetings and attendance of members during the last year as well as

the main directions and results of their activities;

The Company does not provide

information related to this item.

9.1.6. potential key risk factors, the company’s risk management and

supervision policy;

YES

The Company publishes on its

website the general risk factors of

the business area in which the

group operates; group specific

risk factors; risk factors related to

the Company's shares.

9.1.7. the company’s transactions with related parties; YES

Information is provided in interim

and annual management reports.

9.1.8. main issues related to employees and other stakeholders (for

instance, human resource policy, participation of employees in corporate

governance, award of the company’s shares or share options as

incentives, relationships with creditors, suppliers, local community, etc.);

YES

Information is provided in interim

and annual

management reports.

9.1.9. structure and strategy of corporate governance; YES

The information is provided

Company’s website and

in interim

and annual management reports.

9.1.10. initiatives and measures of social responsibility policy and anti-

corruption fight, significant current or planned investment projects.

This list is deemed minimum

and companies are encouraged not to

restrict themselves to the disclosure of information included into this list.

This principle of the Code does not exempt companies from their

obligation to disclose information as provided for in the applicable legal

acts.

NOT APPLICABLE

Due to the size of the Company,

minimum information related to

the environment, employees,

research and development is

published.

9.2. When disclosing the information specified in paragraph 9.1.1 of

recommendation 9.1, it is

recommended that the company which is a

parent company in respect of other companies should disclose

information about the consolidated results of the whole group of

companies.

YES

The Company prepares a

consolidated

management report

and consolidated financial

statements

9.3. When disclosing the information specified in paragraph 9.1.4 of

recommendation 9.1, it is recommended that the information on the

professional experience and qualifications of members of the company’s

supervisory and

management bodies and the manager of the company

as well as potential conflicts of interest which could affect their decisions

should be provided. It is further recommended that the remuneration or

other income of members of the company’s supervisory and m

anagement

bodies and the manager of the company should be disclosed, as provided

for in greater detail in Principle 7.

YES

The Company discloses in its

consolidated annual

management

report information on the total

amount of annual remuneration

and other income paid to the

Company’s key management and

members of the managerial

bodies, as well as education,

qualifications and participation in

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 87

the activities and capital of other

companies.

9.4. Information should be disclosed in such manner that no shareholders

or investors are discriminated in terms of the method of receipt and scope

of information. Information should be disclosed to all parties concerned

at the same time. YES

The Company publishes all

information through the

information

disclosure system of

the Nasdaq Vilnius Stock

Exchange and on the Company's

website so that it is accessible to

everyone and at the same time.

Principle 10: Selection of the company’s audit firm

The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.

10.1. With a view to obtain an objective opinion on the company’s

financial condition and financial results, the company’s annual financial

statements and the financial information

provided in its annual report

should be audited by an independent audit firm.

YES

The Company is audited by an

independent audit company

BDO

auditas ir apskaita, UAB

10.2. It is recommended that the audit firm would be proposed to the

general meeting of shareholders by the supervisory board or, if the

supervisory board is not formed at the company, by the management

board of the company. YES

The management board of the

Company submits the candidacy

of the audit company to the

meeting of shareholders. The

Audit

company shall be approved

by the general meeting of

shareholders of the Company.

10.3. In the event that the audit firm has received remuneration from the

company for the non-

audit services provided, the company should

disclose this publicly. This information should also be available to the

supervisory board or, if the supervisory board is not formed at the

company, by the management board of the company when considering

which audit firm should be proposed to the general meeting of

shareholders.

YES

In 2024 the audit firm did not

provided non audit services.

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APPENDIX 3. INFORMATION ABOUT COMPANY'S MANAGEMENT

(Prepared in accordance with the Law on Corporate and Corporate Group Reporting of the Republic of Lithuania (XIV-2811) in force

from 01 December 2024)

1. Reference to the applicable corporate governance code and the place of its publication, and (or) reference to the

all necessary published information regarding management practices of the entity

The Company discloses the information regarding the compliance with the applicable Corporate Governance Code in Appendix

2 of the consolidated management report of 2024. The Company publishes its annual management reports in the website of

the Company (Company‘s web site section „Investor Relations“ → „Reports“. The link:

https://invlbalticfarmland.com/en/investor-relations/financial-information-and-reports/

2. In case of derogation from the provisions of the applicable corporate governance code and (or) when the

provisions are not complied with, such provisions and the reasons thereof shall be indicated

The Company discloses such information in 2 table sections “Yes/No/Irrelevant” and “Commentary” of Appendix 2 of the

consolidated management report of 2024 “Corporate Governance Code“. The Company will provide an explanation in the

"Commentary" section in all cases follow the recommendations.

3. Information regarding the level of risk and risk management – management of risks related to the financial

reporting, risk mitigation measures, and internal control systems implemented at the entity shall be described

The Company provides information regarding the level of risk, risk management, and implemented internal control systems,

as well as the measures, in Clause 16.2. of the consolidated management report of 2024.

4. Information regarding significant directly or indirectly managed holdings

The Company provides information regarding the significant directly or indirectly managed holdings in Clause 10.1. of the

consolidated management report of 2024.

5. Information regarding Company’s transactions with related parties, according to the Law on Companies article

(by specifying the counterparty (legal form, name, code, register of the legal entity in which the person is stored, premises

(address); name, surname, address of the natural person and the value of the transaction);

According to Article 37

part 10, clause 3 of the Law on Companies, the provisions of Article 37

are not applicable to the

transactions concluded with a subsidiary company, if the owner of all shares is this joint-stock company. Since all transactions

with related parties in the Company are loans with subsidiaries and insignificant transactions for the purchase of accounting

services, the Company did not have any transactions to which the provisions of paragraph 37

apply and the details of such

transactions are not disclosed.

6. Information regarding the shareholders who have special rights of control and the description of such rights

There are no shareholders having special rights of control in the Company.

7. Information regarding all current restrictions on voting rights (such as the restrictions on voting rights of persons having

a certain percentage or number of the votes, the deadlines by which voting rights may be exercised or systems, according to

which the property rights granted by the securities are to be separated from the holder of those securities)

No restrictions on voting rights are applied in the Company.

8. Information regarding the rules governing the appointment and dismissal of board members, as well as the

amendment of the Company’s articles of association

The Board members of the Company act in accordance with the Law on Companies of the Republic of Lithuania, Articles of

Association of the Company, Rules of Procedure of the Board, as well as other applicable legislation. The Board members of the

Company always act for the benefit of the Company and its shareholders.

The procedure for changing the Articles of Association of INVL Baltic Farmland is no different from stated in the Law on

Companies of the Republic of Lithuania.

9. Information regarding the powers of the board members

The Board members of the Company act in accordance with the Law on Companies of the Republic of Lithuania, Articles of

Association of the Company, Rules of Procedure of the Board, as well as other applicable legislation, and have no special powers.

The Board members of the Company always act for the benefit of the Company and its shareholders. The powers of the board

members are disclosed in Clause 11.2.1. of the consolidated management report of 2024

10. Information regarding the competence of the general meeting of shareholders, the rights of shareholders and

implementation thereof, if such information is not established in the applicable legislation

The Company provides information regarding the competence of the general meeting of shareholders, the rights of

shareholders, and implementation thereof, as well as the procedure for convening the meetings of shareholders, in Clause

11.1. of the consolidated annual management report of 2024.

11. Information regarding the composition of the management, supervisory bodies, and the committees thereof, as

well as the fields of activity of the aforesaid bodies and the manager of the Company

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The Company provides information on the Board members of the Company, the director, Audit Committee Members of the

Company in Clauses 11.2, 11.3., 12 and 13 of the consolidated annual management report of 2024, defining the boundaries of

the management's activities, also mentions other important information related to the positions held.

12. Information on all agreements between shareholders (their terms and conditions)

The Company's shareholders do not have mutual agreements.

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APPENDIX 4. COMPANY'S OPERATING AND FINANCIAL INDICATOR

FORMULAS AND DEFINITIONS

In according with the guidelines on Alternative Performance Indicators which were published by the European Securities and Markets

Authority in 2015 and came into force on 3 July 2016, the Company provide definitions and formulas (below) of the Company's

operating and financial indicators.

The Company's performance and financial indicators are used to evaluate the Company's financial position or status. For these

indicators, the Company's investor can obtain additional information to help understand the Company's financial position and

strategy.

All the information stated in Appendix 4 is provided on the website of the Company (Company‘s web site section „For Investors“ →

„Reports“ → „Indicator formulas“. The link:

https://invlbalticfarmland.com/en/investor-relations/financial-information-and-

reports/)

 Dividend yield – the set value of dividends paid per share for the last financial year divided by the price per share at the end

of a financial period.

The set value of dividends paid per share for the last financial year

Dividend yield = ———————————————————————————————————————

The price per share at the end of a financial period

This is a particularly an important valuation measure for investors seeking regular income. The higher the yield, the higher the

payout for the shareholder compared to the price of the share.

 Book value per share – the Group's equity divided by the number of shares, excluding the Group's own shares, at the end of

a financial period.

The Group's equity

Book value per share = —————————————————————————————————————————————————

The number of shares, excluding the Group's own shares, at the end of a financial period

The book value per common share indicates the euro value remaining for common shareholders after all assets are liquidated

and all debtors are paid.

 Price to Book ratio – the ratio of the share price at the end of a financial period to the book value per share.

The share price at the end of a financial period

Price to Book ratio = ————————————————————————————

The book value per share

Price-to-book ratio compares a firm's market to book value by dividing price per share by book value per share. This shows how

the valuation is covered by equity.

 Dividends/Net profit – Ratio between the dividends allocated at the ongoing year for the year before and ongoing year net

profit of the Company.

Ratio between the dividends allocated at the ongoing year for the year before

Dividends/Net profit = ———————————————————————————————————————————

Ongoing year net profit of the Company

The dividend payout ratio is the ratio of the total amount of dividends paid out to shareholders relative to the net income of the

Company. It is the percentage of earnings paid to shareholders in dividends.

 Return on Equity (ROE) – the ratio of net income to average equity for a financial period, measured in percentage terms.

Net income

Return on Equity (ROE) (measured in percentage terms) = ————————————————————————

Average equity for a financial period

Return on equity excludes debt in the denominator and compares net profit for the period with total average shareholders’ equity.

It measures the rate of return on shareholders’ investment and is, therefore, useful in comparing the profitability of the Group

with its competitors.

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 Average equity is an arithmetical average of the beginning equity and ending equity for the financial period.

Average equity = (The beginning equity for the financial period + The ending equity for the financial period) / 2

 Return on Assets (ROA) – the ratio of net income to average total assets for a financial period, measured in percentage

terms.

Net income

Return on Assets (ROA) (measured in percentage terms) = ——————————————————————————

Average total assets for a financial period

Return on assets (ROA) is an indicator of how profitable a company is relative to its total assets. ROA gives a manager, investor,

or analyst an idea as to how efficient a company's management is at using its assets to generate earnings.

 Average total assets is an arithmetical average of the beginning total assets and ending total assets for the financial period.

Average total assets = (The beginning total assets for the financial period + The ending total assets for the financial period) / 2

 Liquidity ratio – the ratio of current assets to current liabilities.

Current assets

Liquidity ratio = ———————————————

Current liabilities

Liquidity ratio is a financial metric used to determine a debtor's ability to pay off current debt obligations without raising external

capital.

 Operating profit margin – the ratio of operating profit to sales, measured in percentage terms.

Operating profit

Operating profit margin (measured in percentage terms) = —————————————————

Sales

Operating margin measures how much profit a company makes on a euro of sales, after paying for variable costs of production

such as wages and raw materials, but before paying interest or tax. It is calculated by dividing a company’s operating profit by

its net sales.

 Pretax profit margin – the ratio of pretax profit to sales, measured in percentage terms.

Pretax profit

Pretax profit margin (measured in percentage terms) = ——————————————————

Sales

The pretax profit margin is the ratio of a company's pre-tax earnings to its total sales. The higher the pretax profit margin, the

more profitable the company.

 Operating profit excluding revaluation of investment property margin – the ratio of operating profit excluding net gain

from fair value adjustments on investment property to sales, measured in percentage terms.

Operating profit excluding revaluation of investment property margin (measured in percentage terms) = (Operating profit - The

net gain from fair value adjustments on investment property) / Sales

Operating profit excluding revaluation of investment property margin measures how much profit a company makes on a euro of

sales, after paying for variable costs of production such as wages and raw materials, but before paying interest or tax and

excluding effects of investment property revaluation. It is calculated by dividing a company’s operating profit by its net sales.

 Price earnings ratio (P/E) – the share price at the end of a financial period divided by earnings per share (EPS).

The share price at the end of a financial period

Price earnings ratio (P/E) = —————————————————————————————

Earnings per share (EPS)

To determine the P/E value, one simply must divide the current stock price by the earnings per share (EPS). It is used to compare

a company against its own historical record or to compare aggregate markets against one another or over time.

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 Net profitability – net profit divided by sales, expressed in percentage terms.

Net profit

Net profitability (expressed in percentage terms) = ——————————————

Sales

The net profitability is equal to how much net income or profit is generated as a percentage of revenue. It illustrates how much

of each euro in revenue collected by a company translates into profit.

 EBITDA (earnings before interest tax depreciation and amortization) profitability – operating profit excluding net

profit from a revaluation of investment assets with depreciation and amortization added back divided by sales, expressed in

percentage terms.

EBITDA (earnings before interest tax depreciation and amortization) profitability (expressed in percentage terms) = (Operating

profit - Net profit from a revaluation of investment assets + Depreciation and amortization) / Sales

Earnings before interest tax depreciation and amortization as a percentage of revenue. EBITDA margin can provide an investor,

business owner or financial professional with a clear view of a company's operating profitability and cash flow.

 Capitalization – the market value of a company’s equity.

Capitalization (EUR) = (Amount of shares (units) – Amount of Company’s owned shares (units)) * Share Price (EUR)

Capitalization defines the market value of a company which depends on the price and volume of the company’s stock at a given

time. Capitalization shows the net worth of a company at a given time by market participants.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 93

APPENDIX 5. INFORMATION ABOUT REMUNERATION

The Remuneration Report 2024 (hereinafter referred to as the Report) of the public limited liability company INVL Baltic Farmland

(hereinafter referred to as the Company or AB INVL Baltic Farmland) was prepared in compliance with the provisions of the

Remuneration Policy approved by the decision of the Company’s General Meeting of Shareholders dated 29 March 2023.

The Remuneration Policy of the Company is applicable to the Managers of the Company (the Chief Executive Officer and the

members of the Board of the Company).

Brief overview of the Company’s activities in 2024

AB INVL Baltic Farmland holds the shares of the private limited liability companies that invest in agricultural land. AB INVL Baltic

Farmland holds a 100 % stake in 18 private limited liability companies which own approximately 3,000 ha of agricultural land in

Lithuania. More than 99 % of the land holdings is leased to farmers and agricultural businesses.

On 30 June 2015, the companies, the land owners, and AB INVL Baltic Farmland signed a property administration agreement with

INVL Farmland Management which administers the land plots owned by the companies in order to ensure the growth of income

for the shareholders and to raise the value of the land holdings. On 28 December 2020, an amendment to the agreement was

signed and the validity period of the property administration agreement was extended until 31 December 2025.

In 2024, AB INVL Baltic Farmland received income totalling EUR 835 thousand, whereas its audited net profit amounted to

EUR 1,836 thousand (in 2023, the consolidated net profit of the Company amounted to EUR 2,643 thousand and the Group’s

income totalled EUR 794 thousand). In the long-term, the Company seeks to earn a profit from the growth in land lease revenue

and an increase in the land value. Based on the data of the property valuation carried out in the last quarter of 2024, the value of

the land plots grew by 9.5 % during the year, up to EUR 22.736 million. The average value per hectare is EUR 7.38 thousand.

Corporate governance

AB INVL Baltic Farmland has a single-person management body – the Chief Executive Officer (Director) of the Company and a

collegial management body – the Board. No Supervisory Council is formed at the Company.

Report on the remuneration of the Chief Executive Officer of the Company in 2024

The Chief Executive Officer (CEO) of the Company was paid a fixed monthly salary of EUR 170.15 under the employment contract.

The norm of working time is 1 hour per day. The salary of the CEO of the Company was determined by the decision of the Board

of 1 July 2015 and it has not been changed.

Accordingly, in 2024, the CEO of the Company was paid a fixed salary of EUR 2,052. The fixed salary of the CEO of the Company

accounted for 100 per cent of the remuneration since the appointment in 2015.

No other agreements on additional pension or retirement conditions were concluded with the CEO of the Company, the termination

terms of the employment contract were not amended, and the payments related to the termination of the employment contract

do not differ from those established in the applicable legislation.

No postponement of the remuneration was applied to the CEO of the Company, and the possibility of recovering the variable

portion of the remuneration was not exercised.

The CEO of the Company did not obtain any indirect benefit from the Company, and no stock options were granted by the Company

to the CEO.

The CEO of the Company did not receive remuneration from any company in which the Company holds more than 50 % of the

shares.

In 2024, the salary to the CEO of the Company was paid without any derogation from the approved Remuneration Policy.

Report on the remuneration of the members of the Company’s Board in 2024

The members of the Board of the Company may receive the shares of profit allocated by the decision of the General Meeting of

Shareholders under the procedure established by the law and the allocation of which is disclosed in the consolidated annual

management report of the Company.

Upon the allocation of the Company’s profit for 2023 by the decision of the General Meeting of Shareholders dated 10 April 2024,

no shares of profit were allocated to the members of the Company’s Board. Some of the members of the Company’s Board or the

companies controlled by them are the shareholders of the Company and together with other shareholders they receive dividends

either directly or through the controlled companies.

In the Management Board there is one independent member T. Bubinas, who receives fixed salary for the work in the board, the

amount of which is approved by the decision of the General meeting of the shareholders, held on 27 April 2022. An agreement of

the independent member of the Management Board is concluded with T. Bubinas. He was paid EUR 200 in 2024.

The members of the Company’s Board did not obtain any indirect benefit from the Company and they were not granted any stock

options by the Company.

The members of the Company’s Board did not receive any remuneration from any company in which the Company holds more

than 50 % of its shares.

INVL BALTIC FARMLAND, AB

ANNUAL MANAGEMENT REPORT OF 2024 | 94

During 2024 there were no deviations from the Company's Remuneration policy. The remuneration was paid to an independent

member of the Management Board, which was determined by the decision no. 7 of the General meeting of shareholders, dated

April 27 2022. No benefits (remuneration) were paid to other members of the Company's Board in 2024.

Information on the remuneration paid in 2020-2024, the operating results of the Company and their changes

During the period from 1 January 2020 until 31 December 2024, there were no other employees in the Company, except for the

Chief Executive Officer of the Company and since 2022 the independent member of the Management Board, who were paid a fixed

salary; therefore, the Company is unable to provide information on the average salary of its employees or its changes. The table

below contains the remuneration of the Company’s management bodies and the Company’s annual operating results and their

changes over the last five years:

2020

2021

2022

2023

2024

Amount of CEO

remuneration*,

EUR

2,044 2,044 2,044 1,988 2,052

Change in CEO

remuneration, %

0.05 0.00 0.00 -2.7 3.2

Annual bonuses to

members of the

board

- - - - -

Amount of

independent

member of the

Management

Board

remuneration,

EUR

- - 400 200 200

Net profit of the

Company,

thousand. EUR

895 1,411 1,968 2,643 1,836

Change in the

Company’s net

profit, %

-21.2 57.7 39.5 34.3 -30.5

Other important information

The Chief Executive Officer of the Company is paid a stable monthly salary. The Company has no approved policy under which the

variable portion of the remuneration would be paid to its managers.

The Remuneration Policy of the Company does not provide for any severance pay policy. The Company complies with the respective

requirements of the applicable legislation related to severance pay.

The Company has no system establishing employee incentives or remuneration with the Company’s shares.

By implementing the Remuneration Policy in 2024, the Company sought to achieve the following objectives:

i. To ensure a competitive salary of the managers corresponding with the Company’s financial results;

ii. To increase the Company’s transparency and the accountability of its managers and to provide conditions for its

shareholders, potential investors and stakeholders to have a detailed and reliable view of the remuneration assigned

to each manager;

iii. To avoid conflicts of interest and to ensure the proper implementation of the principles laid down in the Remuneration

Policy.