| On April 30, 2021, the general meeting of shareholders of Public limited liability company “Novaturas”, code 135567698, registered at A. Mickevičiaus str. 27, Kaunas, the Republic of Lithuania (the Company), is being convened (the Meeting) upon the initiative and decision of the board of the Company. The place of the Meeting – premises of Vilnius branch of Public limited liability company “Novaturas”, address: J. Jasinskio str. 16, Vilnius, the Republic of Lithuania. The Meeting commences at 12 a.m. (registration starts at 11.00 a.m. and ends at 11.45 a.m.). Please note that on the day of publication of this announcement, due to the COVID-19 pandemic, a quarantine has been announced in the territory of the Republic of Lithuania by the Government (the Quarantine), which includes a ban on organizing all events and gatherings in open and closed spaces. Quarantine is currently set until April 30, 2021, 12:00 p.m. (midnight). In the event that Quarantine and the aforementioned restrictions on organizing events and gatherings will still be in force, shareholders and their representatives will not be given the opportunity to come and participate in the Meeting in person. In this case, shareholders and their representatives will be given the opportunity to participate and vote at the Meeting in the way allowed by law and permitted in such circumstances – to vote in advance in writing by filling in the general ballot paper and submitting it to the Company prior to the day of the Meeting at Vilnius branch, address J. Jasinskio str. 16, Vilnius, the Republic of Lithuania. The Meeting’s accounting day – April 23, 2021. Only persons who are shareholders of the Company at the end of accounting day of the general meeting of shareholders or persons authorized by them, or persons with whom shareholders concluded the agreements on the transfer of voting rights, shall have the right to attend and vote at the Meeting. The Board of the Company initiates and convenes the Meeting, which on 7 April 2021 has approved and on 20 April 2021 has amended the following agenda of the Meeting: 1) Approval of the audited annual financial statements and the Annual Report of 2020 (attached). Please note, that during audit Company made additional accruals for potential current assets value loss in the future and this led to increase in Group net loss for the year to EUR 5,750 thousand. Draft decision proposed: To approve the audited annual financial statements and the Annual Report of 2020. 2) Decision regarding distribution of profit (loss). Draft decision proposed: To distribute the Company's profit as follows: 1. Undistributed result – profit (loss) of the previous financial year at the end of the accounting financial year 15,457 2. Net profit (loss) of the accounting financial year (5,085) 3. Dividends paid during year 2019 0 4. Total profit (loss) to be appropriated 10,372 5. Share of profit allocated: to mandatory reserves 0 to reserves of own shares 0 to other reserves 0 for payment of dividends 0 for other purposes (annual bonuses to Board members, etc.) 0 6. Undistributed profit (loss) as of the end of accounting financial year, carried forward into the following financial year 10,372 All amounts are in thousand EUR Taking into the consideration the ongoing situation regarding the global coronavirus (COVID-19) pandemic and the state-level extreme situation and quarantine status to postpone the dividend allocation until the economic situation and Company’s operation stabilizes. 3) Election of the auditor of the Company. Draft decision proposed: 1. To approve the election of the audit company Deloitte Lietuva, UAB (the Auditor) to audit the Company’s financial statements for the years 2021 and 2022. To approve the payment terms for Auditor’s services by establishing that the remuneration for audit of the Company’s annual financial statements per year shall not exceed EUR 86,000 (excluding VAT). 2. On the initiative of the Board the auditor of the Company for year 2022 may be re-elected by the Meeting approving the same or electing other audit company. 3. The general director of the Company is hereby authorised to execute on behalf of the Company the audit services agreement with the Auditor, as well as to determine other terms and conditions of its services, which are not established in this shareholders’ resolution. The total number of the Company’s shares with the nominal value of EUR 0.03 each and the number of shares granting voting rights during the general meeting of shareholders is the same and amounts to 7,807,000. ISIN code of the Company’s shares – LT0000131872. A person attending the general meeting of shareholders and having a right to vote must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her/its right to vote at the general meeting of shareholders. Each shareholder shall have a right in the manner established by the laws to authorise other (natural or legal) person to attend and vote at the general meeting of shareholders on his/her/its behalf. At the general meeting of shareholders an authorised person shall have the same rights as would be held by the shareholder represented by him/her/it unless the authorized person’s rights are limited by the power of attorney or by laws. The authorized person must provide a power of attorney certified in the manner established by laws. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by laws. The Company does not establish a special form of power of attorney. Shareholder shall have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the meeting on shareholder’s behalf. Such authorization may not be approved by the notary public. The power of attorney issued through electronic communication channels 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 must inform the Company on the power of attorney issued through electronic communication channels via e-mail [email protected] not later than until 12.00 a.m. (noon) of the last business day before the meeting. The power of attorney and notification must be in writing. The power of attorney and notification to the Company must be signed with the electronic signature but not the letter sent via e-mail. By submitting the notification to the Company, the shareholder must include the internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder. A shareholder or a person authorised by him/her/it shall have a right to vote in writing in advance by filling in the general ballot paper. Upon shareholder’s request, the Company, not later than 10 days before the general meeting, shall send the general ballot paper by registered mail free of charge. The general ballot paper is also provided on the Company’s website at www.novaturasgroup.com on the menu item “For investors”. The filled-in general ballot paper and the document confirming the voting right (if any) must be submitted to the Company via registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice and received by the Company not later than on the last business day prior to the meeting. The Company is not providing the possibility to attend and vote at the meeting through electronic means of communication. The shareholders holding shares that grant at least 1/20 of all votes shall have the right to propose to supplement the agenda. Draft decisions on the proposed agenda items must be submitted together with the proposal or, if the decisions do not need to be adopted, explanations on each proposed item of agenda of the general meeting of shareholders must be presented. Proposal to supplement the agenda must be presented to the Company via registered mail or by providing it against signature at the address of the registered office of the Company indicated in the notice. The agenda will be supplemented if the proposal is received not later than 14 days before the general meeting of shareholders. Each shareholder holding shares that grant at least 1/20 of all votes at any time before the general meeting of shareholders or during the meeting shall have the right to propose draft resolutions on the issues already included or to be included in the agenda of the Meeting, as well propose additional candidates to the members of the supervisory council of the Company (if elected). The proposed draft decisions must be presented to the Company in writing via registered mail or by providing them against signature at the address of the Company indicated in the notice. The shareholders shall have the right to present to the Company in advance and in writing questions related to the agenda of the Meeting, by providing the shareholder’s personal identification number and consent to process personal data – personal identification number in the letter which should be sent to the Company via registered mail or delivered against signature. The Company undertakes to respond if the questions are received not later than 3 business days prior to the general meeting of shareholders. Responses of a general character shall be posted on the Company’s website www.novaturasgroup.com on the menu item “For investors”. The Company will not respond personally to the shareholder if the respective information is posted on the Company’s website. By arriving at public limited liability company “Novaturas”, address at A. Mickevičiaus str. 27, Kaunas, or by visiting the Company’s website at www.novaturasgroup.com on the menu item “For investors”, the shareholders may get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including notice on convocation of the Meeting, information about the total number of the Company’s shares and the number of shares granting voting rights during the general meeting of shareholders, draft resolutions and other documents being submitted to the general meeting of shareholders, as well as to obtain information regarding exercise of the shareholder’s rights. Attached: 1. General voting ballot. 2. The audited annual financial statements and the Annual Report of 2020 and Remuneration report. Contacts: Tomas Staškūnas CFO A. Mickevičiaus str. 27, LT-44245 Kaunas, Lithuania Tel. +370 37 750856, mob. +370 687 10426 fax. +370 37 321130 E-mail: [email protected] | |
