MINUTES OF THE REPEATED UAB VLI TIMBER BOND (ISIN CODE LT0000134256) HOLDERS MEETING, HELD ON 3 MARCH 2026
Repeated Meeting held at: remotely, using “Zoom”.
Date of the Repeated Meeting: 3 March 2026.
Start of registration of the Repeated Meeting attendees: 9:30 a.m.
Start of the Repeated Meeting: 10:05 a.m.
End of the Repeated Meeting: 10:35 a.m.
On 3 March 2026, a repeated meeting of the bondholders of the bonds issued by UAB VLI TIMBER (legal entity code 302440414, registered office address in Gražiavietės st. 5, Kurklių II k., Anykščių r., Republic of Lithuania) (the Issuer) with ISIN code LT0000134256 (the Bonds) took place (the Repeated Meeting). The notice of convocation of the Repeated Meeting was published on 23 February 2026 on the Nasdaq Baltic Vilnius Stock Exchange website3, and the website of the Bondholders’ trustee4, UAB “AUDIFINA” (the Trustee).
Determination of quorum (including advance votes)
Pursuant to Article 10 (4) of the Law on Protection of Interests of Holders of Bonds Issued by Public Limited Liability Companies and Private Limited Liability Companies of the Republic of Lithuania (the Law), the quorum requirement does not apply at the Repeated Meeting.
As of the Bond record date (25 February 2026), the Bondholders collectively held 4,000 Bonds. A total of 1,115 Bonds (27.88% of all issued Bonds) were represented at the Repeated Meeting, also counting those who voted in writing in advance.
The list of all participants and the registration logs with the advance voting ballots are kept by the Trustee. However, due to data protection requirements, these documents are not made publicly available and are not attached to the Repeated Meeting’s minutes.
Based on the above, Repeated Meeting is considered valid and will proceed according to the established Repeated Meeting’s agenda, with decisions to be made on the matters outlined in the agenda.
Agenda of the Repeated Meeting:
1. Election of the Chairman of the Repeated Meeting and Secretary of the Repeated Meeting.
2. Presentation of the Issuer regarding the amendment of the Information Document.
3. Questions from bondholders.
4. Voting on the amendment of the Information Document.
I. ELECTION OF THE CHAIRMAN OF THE REPEATED MEETING AND SECRETARY OF THE REPEATED MEETING
Chairman of the Repeated Meeting
Based on Article 10 (5) of the Law, the Repeated Meeting is chaired by the Trustee, who is represented by Laurynas Totoraitis, representative of the Trustee (the Meeting Chairman).
Secretary of the Repeated Meeting
At the suggestion of the Trustee and with the unanimous consent of the Bondholders who joined the Repeated Meeting, Vidmantas Satkus, the Trustee's auditor, was elected as the Secretary of the Repeated Meeting (the Meeting Secretary).
II. PRESENTATION OF THE ISSUER REGARDING THE AMENDMENT OF THE INFORMATION DOCUMENT
The Meeting Chairman introduces the Issuer’s representative Kęstutis Faktorovičius, who will deliver the presentation, and provides comments on the Repeated Meeting's rules, procedures, key principles related to the Issuer’s presentation and the questions and answer’s part.
No vote will be held on this agenda item.
The Bondholders listen to the presentation of the Issuer.
III. QUESTIONS FROM BONDHOLDERS
The Issuer’s representative responds to the questions of the Bondholders.
During the Q&A session, taking into account the questions raised by the Bondholders, the Issuer undertook that no later than by 1 January 2028 it will maintain an equity ratio of no less than 20%
IV. VOTING ON THE AMENDMENT OF THE INFORMATION DOCUMENT
The Meeting Chairman announces that for the remaining agenda items, the Bondholders will have to vote according to the announced procedure.
The Meeting Chairman presents the question of agenda item 4: “Voting on the amendment of the Information Document”. The Meeting Chairman notes that this item was added to the agenda at the initiative of the Issuer. The Meeting Chairman reads the proposed draft decision of the Repeated Meeting suggested by the Issuer:
“1. Amendments to the Information Document
1.1. To amend Section 7.14(a) of the Information Document so that, with effect from the date of adoption of this resolution, the Issuer shall be required to maintain an equity ratio of not less than 12% until the new production facility reaches 50% of its operational capacity, and thereafter an equity ratio of not less than 20% for the remainder of the term of the Bonds, in each case calculated in accordance with Section 7.14(a) of the Information Document.
1.2. To amend Section 7.10 of the Information Document and the related definitions in the Information Document so that:
(a) the pledge securing the due and timely payment, discharge and performance of all obligations of the Issuer related to the Bonds shall be granted in favour of the Trustee (acting on behalf of and for the benefit of the Bondholders) over all shares in the Issuer held, as at the date of adoption of this resolution, by the following shareholders (in total 137,836 shares):
- UAB Lackus Holding (code 307285754, address Gražiavietės g. 5, LT-29236 Kurklių II k., Kurklių sen., Anykščiai district, Lithuania), which holds 100,000 ordinary registered shares of the Company, representing 72.55% of voting rights;
- UAB KNV Development LT (code 305648242, address Turniškių g. 29-1, LT-10104 Vilnius, Lithuania), which holds 31,533 ordinary registered shares of the Company, representing 22.88% of voting rights;
- UAB Plevėsa (code 307142254, address Didžioji g. 39-41, LT-01128 Vilnius, Lithuania), which holds 6,303 ordinary registered shares of the Company, representing 4.57% of voting rights.
(b) the above pledge shall not extend to, and shall not cover, any shares issued by the Issuer to the new investor after the date of adoption of this resolution; (c) the aggregate proportion of unpledged shares of the Issuer, including shares issued to a new investor, shall at no time exceed 30% of the total issued share capital of the Issuer;
(d) all other provisions relating to the pledge, including its first-ranking status, validity, enforceability, registration and enforcement in favour of the Trustee for the benefit of the Bondholders, shall remain unchanged;
(e) notwithstanding the pledge referred to in paragraph (a) above, the Bondholders consent to the transfer of the Issuer’s shares held by UAB KNV Development LT and UAB Plevėsa to UAB Lackus Holding, provided that such transfer does not result in any reduction of the scope, ranking or effectiveness of the pledge securing the Bonds.
2. Authorisations
2.1. To authorise the Issuer to execute and deliver all document and take all actions, as may be necessary or desirable to implement the resolutions above, including (without limitation) the preparation, execution and publication of a supplement to the Information Document reflecting the approved amendments.”
The Bondholders vote and the Meeting Secretary counts the voting results.
VOTING RESULTS AND CLOSURE OF THE REPEATED MEETING
The Meeting Chairman announces the voting results for the question of agenda item 4, reminding that the results include the votes cast in advance.
Regarding agenda item 4, the Meeting Chairman informs that 90.67% of the Bondholders present at the Repeated Meeting, including those who voted in advance, voted in favour of the proposed resolution draft, which represents 1,011 Bonds / votes held by the Bondholders participating in the Repeated Meeting.
Considering Article 10 (6) of the Law, according to which the decision on question of agenda item 4 must be adopted by a majority of at least 1/2 of the votes of the Bondholders participating in the Repeated Meeting and entitled to vote, the Meeting Chairman announces that the resolution on the question of agenda item 4 of the Repeated Meeting is considered adopted.
There were no comments or remarks regarding the order, proceedings, or voting of the Repeated Meeting, therefore, the Meeting Chairman declares the end of the Repeated Meeting.
The minutes of the Repeated Meeting were signed with a qualified electronic signature by Laurynas Totoraitis, acting on behalf of the Trustee as Chairman, and the Meeting Secretary, Vidmantas Satkus.
Signed minutes of the Repeated Meeting are published on the Nasdaq Baltic Vilnius Stock Exchange website and the website of the Trustee.
On behalf of the Trustee as Chairmen
Laurynas Totoraitis
Meeting Secretary
Vidmantas Satkus