Regarding convocation of General Meeting of Shareholders of Public limited liability company “Novaturas”
On 30 June 2020 the General Meeting of Shareholders of Public limited liability company “Novaturas”, code 135567698, registered at A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania (hereinafter, the “Company”), is being convened (hereinafter, the “Meeting”) upon the initiative and decision of Board of the Company.
The place of the Meeting – premises of AB „Novaturas“ Vilnius branch, address: J.Jasinskio str. 16, Vilnius, the Republic of Lithuania. The Meeting commences at 10 a.m. (registration starts at 9 a.m. and ends at 9.45 a.m.).
Please note that on the day of publication of this announcement, due to the COVID-19 pandemic, a quarantine (hereinafter - Quarantine) has been announced in the territory of the Republic of Lithuania by the Government, which includes a ban on organizing all events and gatherings in open and closed spaces. Quarantine is currently set until June 16, 2020, 24:00 p.m. It is publicly announced that Quarantine may be extended. If on the day of the Meeting – June 30, 2020, the Quarantine and the above-mentioned 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 only way required 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 before the Meeting. If on the day of the Meeting – on June 30, 2020, the Quarantine and the above-mentioned restrictions on organizing events and gatherings will have expired, the shareholders and their representatives will be able to come and participate in the Meeting in person. However, in view of the threat posed by the COVID-19 virus, in such a case the Company recommends the shareholders and their representatives not to attend the Meeting in person, but to vote in advance in writing by filling in the general ballot paper.
The Meeting’s accounting day – 22 June 2020. The persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting.
The Board of the Company initiates and convenes the Meeting, which on 8 June 2020 approved the following agenda of the Meeting:
Agenda of the meeting:
- Approval of the audited annual financial statements of 2019 (attached as Annex);
Draft decision proposed:
To approve the audited annual financial statements of 2019 (attached as Annex).
- Approval of the Annual Report of 2019 (attached as Annex);
Draft decision proposed:
To approve the Annual Report of 2019 (attached as Annex).
- Decision on profit (loss) distribution.
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 | 9,611 |
| 2. | Net profit (loss) of the accounting financial year | 5,846 |
| 3. | Dividends paid during year 2019 | 0 |
| 4. | Total profit (loss) to be appropriated | 15,457 |
| 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 | 15,457 |
| All amounts are in thousand EUR | ||
Taking into the consideration the current situation regarding the global coronavirus (COVID-19) pandemic and the state-level extreme situation and quarantine status, also in reference to the opinion of the Board and Supervisory Council, to postpone the dividend allocation until the economic situation and Company’s operation stabilizes.
- Approval of the new Articles of Association.
Draft decision proposed:
To amend the Articles of Association of the Company and approve the amended Articles of Association of the Company (attached).
…
The total number of the Company’s shares of EUR 0.03 par value 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 is LT0000131872.
A person attending the general meeting of shareholders and having a voting right must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her 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 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, 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 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 shall 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 shall inform the Company on the power of attorney issued through electronic communication channels by e-mail no later than until the last business day before the meeting at 12.00 a.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the electronic signature but not the letter sent via e-mail. By submitting the notification to the Company the shareholder shall 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 shall have a right to vote in writing in advance by filling in the general ballot paper. Upon a 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 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 sending by 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 until the meeting.
The Company is not providing the possibility to attend and vote at the general meeting of shareholders through electronic means of communication.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the general meeting of shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the general meeting of shareholders shall be presented. Proposal to supplement the agenda must be presented to the Company sending them by registered mail or 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 of proposing draft resolutions on the issues already included or to be included in the agenda of the general meeting of shareholders, as well as the additional candidates to the members of the Supervisory Council of the Company (if elected). The proposed draft decisions must be presented in writing sending them by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice.
The shareholders shall have the right to present questions related to the agenda issues of the general meeting of shareholders to the Company in advance in writing, 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 by registered mail or delivered against signature. The Company undertakes to respond if the questions are received not later than 3 business days before the general meeting of shareholders. Responses of a general character shall be posted on the Company’s website 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.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the meeting, including notification 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 to be submitted to the general meeting of shareholders as well as to get information regarding execution of the shareholders’ rights at limited liability company “Novaturas”, registered at A. Mickevičiaus st. 27, Kaunas, or on the Company’s website at on the menu item “For investors”.
Attached:
- General voting ballot;
- Annual Report with Audited Annual Financial Statements and Corporate Governance Report;
- Draft of Articles pf Association of the Company.
Contacts:
Tomas Staškūnas
CFO
A. Mickevičiaus str. 27, LT-44245 Kaunas, Lithuania
Tel. , mob. +370 687 10426
fax.
E-mail:
Attachments
