Regarding convocation of the repeated ordinary general meeting of shareholders of Public limited liability company “Novaturas”On 23rd May 2024, the ordinary 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) did not take place because the quorum threshold was not reached.
On 7th June 2024 on the initiative and decision of the board, a repeated general meeting of shareholders of the Company is being convened (hereinafter - the Meeting). The place of the Meeting (address): J. Jasinskio str. 16C, Vilnius, Lithuania, hall „B“ of the Conference Centre. The meeting starts at 10:00 a.m. (shareholders registration starts at 09:00). The Meeting’s accounting day – 31th May 2024. 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. Agenda of the Meeting:
In the repeated Meeting, the agenda of the meeting that did not take place is valid. - Consolidated Annual Report of the year 2023 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 2023.
- Approval of the Company’s set of audited annual financial statements and a set of the consolidated financial statements of the year 2023.
- Acceptance of the Company’s remuneration report.
- Decision regarding distribution of profit (loss).
- Election of members of the Audit and Risk Committee and approval of the essential conditions of contracts with members of the Audit and Risk Committee regarding activities in the Audit and Risk Committee.
- Determination of additional terms of contracts with members of the Company's Board.
- Additional remuneration for the members of the Company's Board.
- Setting the terms of additional payment for the audit services of the Company‘s audit company UAB „Ernst & Young Baltic” for the audit of the Company’s 2023 set of financial statements.
The agenda of the meeting will not be supplemented, as it is a repeat Meeting.
Draft decisions and other information
Draft decisions on issues of the agenda of the repeated Meeting and other documents are attached to this report, as well as indicated in the Company’s website at www.novaturasgroup.com 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 project solutions
The shareholders 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 Audit and Risk Committee 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 draft decisions verified by e-signature are sent to email shareholder@novaturas.lt. 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 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”. Participation and voting
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 filled-in and verified by e-signature general ballot paper is send to e-mail shareholder@novaturas.lt. In the repeated general meeting of shareholders, the general voting ballots of the meeting that did not take place are valid, there is no need to fill them in again. 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 repeated 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 general meeting of shareholders 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 shareholder@novaturas.lt 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.
- Company’s financial statements of the year 2023.
- Company’s Board activity report for 2023.
- Company’s Board activity plan for 2024.
- Essential terms of the contract regarding the activity of the member of the Audit and Risk Committee of the Company.
Contacts: Vaidrius Verikas CFO J. Jasinskio str. 16C, Vilnius, Lithuania
Tel. +370 646 43758
Tel. +370 614 44228 (Head of Legal) E-mail: shareholder@novaturas.lt
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