On 1st July 2025, 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 16th July 2025 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 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 – 9 July 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 shares of the Company, each with a nominal value of 0.03 euros, is 7,807,000. The number of shares granting voting rights at the Meeting is 7,751,003 (55,997 of its own shares have been acquired by the Company).
ISIN code of the Company’s shares – LT0000131872.
Agenda of the Meeting:
- Consolidated Annual Report of the year 2024 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 2024;
- Approval of the Company’s set of audited annual financial statements and a set of the consolidated financial statements of the year 2024;
- Acceptance of the Company’s remuneration report.
- Decision regarding distribution of profit (loss);
- Election of members of the Company's Board;
- Determination of remuneration for Board members, approval of the essential terms of contracts with Board members regarding their activities on the Board;
- Selection of the Company's audit firm to audit the set of annual financial statements for 2025-2026, determination of the terms of payment for audit services;
- Additional remuneration for members of the Company's Board;
- Establishment of additional payment terms for the audit services of the Company's audit firm UAB Ernst & Young Baltic for the audit of the set of annual financial statements for 2024.
The agenda of the meeting will not be supplemented, as it is a repeat Meeting.
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 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 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 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 Meeting. 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
Shareholder or a person authorised by him/her/it shall have a right to vote in writing in advance by filling in the general voting ballot. 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 voting ballot is also provided on the Company’s website at www.novaturasgroup.com on the menu item “For investors”. The filled-in general voting ballot 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 voting ballot 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 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 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.
- AB Novaturas financial statements for 2024.
- Board‘s activity report for 2024.
- Board‘s activity plan for 2025.
- Audit and Risk Committee‘s activity report for 2024.
- Audit and Risk Committee‘s activity plan for 2025.
- Essential terms of the agreement for the activities of the Board member.
Contacts:
Darius Undzenas
CFO
J. Jasinskio str. 16C, Vilnius, Lithuania
Tel. +370 678 05749
Tel. +370 614 44228 (Head of Legal)
E-mail: shareholder@novaturas.lt
Attachments
- 1 2025 GSM Agenda and drafts of decisions_EN
- 2 2025 Voting ballot Novaturas ENG
- 3.1 abnovaturas-2024-12-31-en
- 4 APPROVED_Board Report_2024
- 3.2 Novaturas AB - Opinion 24(IFRS, SA, Conso, ESEF) EN esigned 20250609
- 5 APPROVED_Board activity plan_2025
- 6 Approved_Audit and Risk Committee report_2024
- 7 APPROVED_Audit and Risk Committee plan_2025
- 8 Essential conditions with Board Members_LT-ENG
