AB “K2 LT”, a public limited liability company of the Republic of Lithuania, legal entity code 301950535, registered office at Metalistų g. 3, Kėdainiai, Republic of Lithuania, whose data are collected and stored in the Register of Legal Entities of the Republic of Lithuania (the “Company”), hereby announces that at the extraordinary general meeting of shareholders of the Company to be convened on 10 March 2026, it is planned to consider the issue of terminating trading in the Company’s shares on the First North multilateral trading facility (“First North”) administered by AB Nasdaq Vilnius (“Nasdaq Vilnius”), at the initiative of the Company.
1. Reasons and rationale for termination of trading
Taking into account the specifics of the Company’s operations, capital market conditions, and the interests of shareholders, the Company’s Board proposes that the general meeting of shareholders adopt a decision to terminate trading in the Company’s shares on First North at the Company’s initiative for the following main reasons:
i. Limited share liquidity and low trading volume. According to publicly available Nasdaq Baltic data, trading in the Company’s shares is characterised by extremely low liquidity. Over the last 12 months (from 1 February 2025 to 31 January 2026), the average monthly turnover amounted to EUR 192,828.15, a total of 647 transactions were executed, and 42% of trading days passed without any transactions. Under such market conditions, the share price does not always reflect the real market value, investors have limited opportunities to efficiently realise shares on the exchange, and the purpose of listing – to create a functioning and liquid secondary market – is practically unattainable;
ii. Disproportionate listing costs. The Company’s annual costs related to being listed on First North amount to approximately EUR 50,000, which corresponds to about 10% of the Company’s annual net profit. These costs include: exchange fees, costs of certified adviser services, additional compliance, disclosure, legal and administrative expenses, and significant management time. Given the extremely limited trading activity, these costs no longer comply with the principle of proportionality and are no longer economically justified for either the Company or its shareholders;
iii. Reduction of competitive advantage. As a First North issuer, the Company is required to comply with strict disclosure requirements under Chapter V of the First North Rules and the provisions of the Law on Securities. This includes the obligation to publicly disclose information on material events, strategic plans, development directions, and other significant business decisions through the Nasdaq Vilnius disclosure system and periodic financial reports. Such information is easily accessible to all market participants, including the Company’s competitors, who may use it to gain a competitive advantage. As a result, the Company loses its competitive advantage because:
(i) strategic development plans, investment directions, and business decisions become publicly known to competitors before the Company can implement them;
(ii) competitors that are not listed and are not required to disclose similar information may use the Company’s disclosed information in their operations;
(iii) financial statements disclose data on revenue structure, profitability, costs, and other indicators, providing competitors with valuable commercial information;
(iv) information asymmetry between the Company and non-listed competitors creates unfavourable competitive conditions for the Company;
iv. Other significant reasons. The Company does not plan to raise capital through a public offering of shares in the near future; therefore, being listed on First North is not necessary for its strategic objectives. In addition, in conditions of very low liquidity, isolated transactions may cause disproportionate price fluctuations, increasing risk for investors. Termination of trading would also allow the Company to concentrate its financial and administrative resources on its core activities and the creation of long-term value for all shareholders.
2. Consequences of termination of trading for shareholders
If a decision to terminate trading in the Company’s shares is adopted, the Company’s shares would no longer be listed on the First North multilateral trading facility. In this regard, the following circumstances are relevant for shareholders:
i. Status of shares after termination of trading. The Company’s shares would no longer be admitted to trading on First North or on any other regulated or unregulated securities market. Accordingly, the share price would not be formed through organised public trading; however, the value of the shares could be determined by agreement between the parties or by applying an independent valuation. At the same time, the Company’s shares would remain registered in the names of shareholders, except for shares transferred to the Company during a voluntary share buyback as described below, and would grant all rights provided for in the Law on Companies of the Republic of Lithuania (“LC”) and the Company’s Articles of Association;
ii. Possibilities for transfer of shares. Termination of trading on First North would not eliminate the shareholders’ right to transfer the Company’s shares owned by them. First of all, shares could be transferred by participating in the voluntary share buyback offered by the Company. Subsequently, shares could be transferred directly through transactions concluded on the unorganised market (by agreement of the parties) or on other grounds provided for by law (inheritance, donation, etc.);
iii. Changes in disclosure obligations. If trading in the Company’s shares on First North were terminated, the Company would no longer be subject to the periodic and ad hoc disclosure requirements set out in the First North Rules. However, in any event, the Company would continue to comply with the requirements for providing information to shareholders as established in the LC, the Company’s Articles of Association, and other applicable legal acts.
The Company notes that termination of trading in the Company’s shares on First North would not affect the rights of shareholders arising from the shares owned by them and would not cancel or restrict shareholder rights provided for in the LC, the Company’s Articles of Association, and other applicable legal acts.
After termination of trading, shareholders who do not take advantage of the voluntary share buyback opportunity (if a decision on a voluntary share buyback is adopted at the ordinary general meeting of shareholders) would continue to have the right to participate in and vote at general meetings of shareholders, to receive information about the Company’s activities in accordance with the LC and the Company’s Articles of Association, and to exercise other proprietary and non-proprietary shareholder rights. Shareholders’ right to dividends would also remain unchanged – dividends would be paid if the general meeting of shareholders adopted a decision on profit distribution and dividend allocation, in accordance with the procedures and time limits established by the LC, the Company’s Articles of Association, and other applicable legal acts.
3. Information on the voluntary share buyback
In order to ensure the legitimate interests of all shareholders and to eliminate any negative impact of termination of trading on minority shareholders, if the extraordinary general meeting of shareholders adopts a decision to terminate trading, at the ordinary general meeting of shareholders the Company’s Board would, inter alia, propose to allocate part of the undistributed profit (loss) to form a reserve for the acquisition of the Company’s own shares and to establish the procedure for acquisition of the Company’s own shares, with the Company committing to implement a voluntary share buyback prior to termination of trading.
The buyback would be carried out by making an offer to all shareholders on equal terms and providing all shareholders with the opportunity to realise their shares. The buyback price would be determined in accordance with Article 29(1)(1) of the Law on Securities of the Republic of Lithuania, i.e. based on the weighted average share price over the last 6 months, which as of the date of this announcement amounts to approximately EUR 29.8. If, due to low liquidity, this price does not reflect the fair value of the shares, the Company reserves the right to determine the buyback price based on an independent valuation, choosing the price more favourable to shareholders. The final buyback terms, deadlines, and settlement procedure would be clearly and in advance disclosed in the Nasdaq information system and on the Company’s website. Shareholders without access to electronic systems would be able to obtain information by contacting the Company directly. Shareholders would be granted a period of no less than 20 business days to accept the buyback offer.
The Company would commit, after termination of trading, to provide a period of no less than 3 months during which shareholders who did not sell their shares during the buyback could sell their shares to the Company or to an intermediary designated by the Company on equivalent terms. In the Company’s view, such a mechanism would ensure a real and fair “exit” route for shareholders and would fully comply with the objective of investor protection. The Company confirms that the voluntary share buyback mechanism would be intended to ensure that termination of trading does not infringe legitimate investor interests and does not grant unlawful advantages to certain securities holders over others.
4. Measures to protect shareholders’ rights and interests
The Company has taken and will take all measures provided for by law to ensure that owners of its issued shares have access to all necessary means and information enabling them to exercise their rights during the voluntary share buyback and the delisting of the Company’s shares from First North. In accordance with legal requirements, the Company will submit to Nasdaq Vilnius and publicly disclose all information related to these processes.
5. Anticipated changes in the composition and activities of the Company’s governing bodies
No material changes are currently anticipated.
6. Procedure for the voluntary share buyback and termination of trading on First North
If a shareholders’ decision to terminate trading is adopted, the following actions would be carried out after the decision:
i. Submission of an application to Nasdaq Vilnius for termination of trading. Following the adoption of the decision by the general meeting of shareholders, the Company would submit an application to the Board of Nasdaq Vilnius to adopt a decision to terminate trading in the Company’s shares on First North;
ii. Initiation and implementation of the voluntary share buyback (if the ordinary general meeting of shareholders decides to implement a voluntary share buyback). The Company would announce and carry out the voluntary share buyback in accordance with the final terms specified above and publicly disclosed;
iii. Adoption of a decision by the Board of Nasdaq Vilnius. The Board of Nasdaq Vilnius would adopt a decision on termination of trading no later than 1 month from the date of submission of the application (or no later than 3 months from the date of submission if Nasdaq Vilnius requires additional information);
iv. Entry into force of termination of trading. The date of termination of trading would be set after the implementation of the voluntary share buyback proposed by the Company, with the specific date agreed with Nasdaq Vilnius;
v. Additional share transfer period after termination of trading. The Company would commit, for a period of no less than 3 months after termination of trading in the Company’s shares, to allow shareholders who did not accept the voluntary share buyback offer to sell their shares to the Company or to an intermediary designated by the Company on equivalent terms.
Bernardas Vilkelis
CEO
bernardas@k2lt.lt