Regarding convocation of the general meeting of shareholders of Public limited liability company “Novaturas”On 6th June 2023, 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 – address: J. Jasinskio g. 16 C, Vilnius, in hall B of the Conference Centre, Vilnius, the Republic of Lithuania. The Meeting commences at 10 a.m. (registration of shareholders starts at 9.00 a.m. and ends at 9.45 a.m.). The Meeting’s accounting day – 30th May 2023. 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 15st May 2023 has approved the following agenda of the Meeting and draft decisions*: - Consolidated Annual Report of the year 2022 of the Company.
- 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 2022.
- Approval of the Company’s set of audited annual financial statements and a set of the consolidated financial statements of the year 2022.
- Acceptance of the Company’s remuneration report.
- Decision regarding distribution of profit (loss).
- Decision regarding amendment of Articles of Association of the Company.
- Election of a Board of the Company.
- Approval of remuneration for Board Members, approval of essential conditions of the Board Member Agreement regarding activities in the Board.
- Election of the Company's audit company to audit the set of annual financial statements for the year 2023-2024, determination of the terms of payment for audit services.
- Determination of additional payment conditions for the audit company‘s UAB "Deloitte Lietuva audit services for the audit of the set of annual financial statements for the year 2021-2022 of the Company.
*Draft decisions are added as annex to this notice. … 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 vygantas.reifonas@novaturas.lt 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 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 at 16:00 of 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 or via e-mail vygantas.reifonas@novaturas.lt. 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 Board of the Company. The proposed draft decisions must be presented to the Company in writing via registered mail or by providing them against signature at the registered office 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” Vilnius filiale, address at J. Jasinksio str. 16C, Vilnius, 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. According to the Company's Articles of Association, if a quorum is not present, a repeated General Meeting of Shareholders will be held, which is planned on 21 June 2023 (start of the meeting 9.00 a.m.) at J. Jasinskio g. 16 C, Vilnius, in hall B of the Conference Centre. During the repeated General Meeting of Shareholders, the issues of the agenda of the Meeting that did not take place will be discussed in accordance with the procedure provided by the Articles of Association of the Company. Attached: - Meeting agenda and draft decisions.
- General voting ballot.
- Company’s financial statements of the year 2022.
- Essential conditions of the Board Member Agreement regarding activities in the Board.
Contacts: Vygantas Reifonas
CFO
J. Jasinksio str. 16C, Vilnius, Lithuania
Tel. +370 687 21603
E-mail: vygantas.reifonas@novaturas.lt
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