On May 24, 2022, 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), was convened (the Meeting). The following decisions were approved during the Meeting:
- Approval of the remuneration policy of the Company
Decision: to approve the remuneration policy of the Company that shall be valid from the day of its approval.
- Approval of the rules for granting shares of the Company
Decision: to approve the rules for granting shares of the Company that shall be valid from the day of its approval.
- Consolidated Annual Report of the year 2021 of the Company
Decision: no decision is taken on this question.
- Independent auditor’s report on the Company’s set of audited annual financial statements and a set of the consolidated financial statements of the year 2021
Decision: no decision is taken on this question.
- Approval of the Company’s set of audited annual financial statements and a set of the consolidated financial statements of the year 2021
Decision: to approve the audited set of the Company’s financial statements and the consolidated set of financial statements of the Company for the year 2021.
- Acceptance of the Company’s remuneration report
Decision: to accept the Company’s remuneration report which is submitted as a part of Company’s consolidated annual report of the year 2021.
- Decision regarding distribution of profit (loss)
Decision: 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 | 13 774 |
| 2) | Net profit (loss) of the accounting financial year | 909 |
| 3) | Dividends paid during year 2021 | 0 |
| 4) | Profit (loss) for the accounting financial year unrecognized in the profit (loss) statement | 0 |
| 5) | Allocations from the reserves | 0 |
| 6) | Shareholders’ contributions to cover the Company’s losses (if the shareholders of the Company have decided to cover all or part of the losses) | 0 |
| 7) | Total profit (loss) to be appropriated | 14 683 |
| 8) | Share of profit allocated: | |
| to mandatory reserve | 0 | |
| to reserve for acquisition of own shares | 1 250 | |
| to reserve for granting the shares | 0 | |
| to other reserves | 0 | |
| for payment of dividends | 0 | |
| for other purposes (annual bonuses to Board members, etc.) | 0 | |
| 9) | Undistributed profit (loss) as of the end of accounting financial year, carried forward into the following financial year | 13 433 |
| All amounts are in thousand EUR | ||
- Acquisition of the Company’s own ordinary registered shares
Decision: To acquire Company’s own ordinary registered shares on the following terms:
- The purpose of the acquisition of own shares – to create conditions for granting the shares of the Company in accordance with the Article 47 (1) of the Law on Companies of the Republic of Lithuania and upon the approved rules for granting shares of the Company;
- The maximum purchase price per share – 20 percent higher than market price of the Company’s shares on the Nasdaq Vilnius Stock Exchange when the Board makes a decision to purchase the own shares;
- The minimum purchase price per share – 40 percent lower than market price of the Company’s shares on the Nasdaq Vilnius Stock Exchange when the Board makes a decision to purchase the own shares;
- The term within the Company may acquire its owns shares – 18 months form the date of adoption of this decision;
- The maximum number of shares permitted to be acquired – aggregate nominal value of all own shares acquired by the Company may constitute up to 1/10 of the share capital of the Company (up to 780,700 (seven hundred eighty thousand seven hundred) shares;
- To assign the Board of the Company in accordance with the terms and conditions of this decision and the requirements of the Law on Companies of the Republic of Lithuania, and when it is necessary – upon receiving the permissions of the creditors, to make decision on purchase the Company’s own shares, to organize the purchase of own shares, to set the order, the time, the number and the price of shares to be purchased at a specific stage of purchase of own shares, as well as to perform any other actions related to the acquisition of own shares.
- Additional remuneration for the members of the Company’s Board
Decision: Considering the increased volume of work related to the activities of the Board members of the Company in 2021, to set an additional remuneration (one-time) for the performing the functions of a member of the Board in 2021:
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- for the members of the Board Andrius Jurkonis, Ugnius Radvila and Vidas Paliūnas – EUR 35,000 each (including all taxes payable);
- for the Chairman of the Board Virginijus Lepeška – EUR 15,000 (including all taxes payable).
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- Election of the member of the Board of the Company
Decision: To elect Rytis Šūmakaris as a member of the Board of the Company until the end of the current term of office of the Board of the Company.
About “Novaturas” group
AB “Novaturas” Group is the largest tour operator in the Baltic States, offering summer and winter package holidays in more than 30 destinations worldwide and more than 100 sightseeing routes. In 2019, the group served more than 293 thousand customers.
CFO
Arūnas Žilys
arunas.zilys@novaturas.lt,
+370 615 88259
