Regarding convocation of extraordinary general meeting of shareholders of public limited liability company “Novaturas”
On 26 March 2025, the extraordinary general meeting of shareholders (the Meeting) of Public limited liability company “Novaturas”, code 135567698, registered at A. Mickevičiaus str. 27, Kaunas, the Republic of Lithuania (the Company), is being convened upon the initiative and decision of the Board of the Company.
The place of the Meeting (address): J. Jasinskio st. 16 C, Vilnius, Lithuania, Conference Centre, hall B.
Start of the Meeting: the Meeting starts at 10:00 a.m. (registration of shareholders starts at 9:00 a.m.).
The Meeting’s accounting day – 19 March 2025. Only persons who are shareholders of the Company at the end of accounting day of the Meeting 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 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 Meeting is 7 751 003.
ISIN code of the Company’s shares – LT0000131872.
Agenda of the Meeting:
- Increase of the authorised capital of the Company.
- Issue of the convertible bonds of the Company.
- Revocation of the pre-emptive right of the Company’s shareholders to acquire newly issued securities of the Company.
- Amendment of the Articles of Association of the Company.
- Admission to listing and trading of the new shares of the Company on the regulated markets and authorization to the Board to take the corresponding actions.
Draft decisions
Draft decisions on issues of the agenda of the Meeting and other documents are attached to this report, as well as indicated in the Company’s website at on the menu item “For investors”. The shareholders can also familiarize themselves with this information by arriving at public limited liability company “Novaturas” Vilnius filiale, address at J. Jasinskio str. 16C, Vilnius.
Proposals for drafts decisions
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the Meeting 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. 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 draft decisions verified by qualified e-signature are sent to email .
Supplementation of agenda
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 Meeting must be submitted. 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 . The agenda will be supplemented if the proposal is received not later than 14 days before the Meeting.
Questions related to agenda items
The shareholders shall have the right to present to the Company in advance 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 Meeting. Responses of a general character shall be posted on the Company’s website on the menu item “For investors”.
Participation and voting
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 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 provided 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 p.m. of the last business day prior to the Meeting. The filled-in and verified by qualified e-signature general ballot paper is send to e-mail .
The Company is not providing the possibility to attend and vote at the Meeting through electronic means of communication.
Authorisations
A person participating in the Meeting and having the right to vote must present a document certifying his/her identity. A person who is not a shareholder must, in addition to this document, submit a document confirming the 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 Meeting on his/her/its behalf. 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.
Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the repeated 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 not later than until 16.00 p.m. 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.
The Company does not establish a special form of power of attorney.
Attached:
- Meeting agenda and draft decisions.
- General voting ballot.
- Notification of the Board regarding revocation of the pre-emptive right.
Contacts:
Darius Undzenas
CFO
J. Jasinskio str. 16C, Vilnius, Lithuania
Tel. +370 678 05749
Tel. (Head of Legal)
E-mail:
Attachments
