On 2025 July 16 a Repeated Ordinary General Meeting of Shareholders of the joint-stock company "Novaturas" (hereinafter - the Company) took place (hereinafter - the Meeting). The Meeting was attended by shareholders controlling 3 023 085 share units, which accounted for 39,003 % of the total number of voting shares of the Company (the Company has issued a total of 7,807,000 shares, out of which the Company has purchased 55,997 of its own shares, which do not entitle the Company to vote at the Meeting). One voting share entitles its holder to one vote. The Meeting has a quorum, is lawful and can take decisions.
The following decisions were taken during the Meeting:
- Consolidated Annual Report of the year 2024 of the Company.
No decision is taken on this item. - 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.
No decision is taken on this item. - Approval of the Company’s set of audited annual financial statements and a set of the consolidated financial statements of the year 2024.
To approve the audited set of the Company’s financial statements and the consolidated set of financial statements of the Company for the year 2024. - Acceptance of the Company‘s remuneration report.
To accept the Company’s remuneration report which is submitted as a part of Company’s consolidated annual report of the year 2024. - Decision regarding distribution of profit (loss).
To distribute the Company‘s profit (loss) as follow:
| 1) | Undistributed profit (loss) of the previous financial year at the end of the reporting financial year | 11 430,00 |
| 2) | Correction for prepayments overstatement and expense understatement | (1 745,00) |
| 3) | Correction for impairment of prepayment | (541,00) |
| 4) | Adjusted undistributed profit of previous financial years at the end of the previous reporting financial year | 9 144,00 |
| 5) | Net profit (loss) for the reporting financial year | (5 613,00) |
| 6) | Dividends paid during year 2024 | - |
| 7) | Profit (loss) for the accounting financial year unrecognized in the profit (loss) statement | (29,00) |
| 8) | Shareholders‘ contributions to cover the Company‘s losses (if the shareholders have decided to cover all or part of the losses) | - |
| 9) | Distributable profit (loss) in total | 3 502,00 |
| 10) | Share of profit allocated: | |
| to mandatory reserve | - | |
| to reserve for acquisition of own shares | - | |
| to reserve for granting the shares | - | |
| to other reserves | - | |
| for payment of dividends | - | |
| for other purposes (annual bonuses to Board members, etc.) | - | |
| 11) | Undistributed profit (loss) as the end of reporting financial year, carried forward into the following financial year | 3 502,00 |
| All amounts are in thousand EUR |
6. Election of members of the Company's Board.
1. To elect to the Board of the Company for a new term (personal data are not made public):
Gediminas Almantas (independent member);
Sebnem Gunel;
Chris Mottershead.
2. To determine that newly elected members of the Board of the Company shall commence their activities upon the conclusion of the ordinary general meeting of shareholders of the Company that elected them.
7. Determination of remuneration for Board members, approval of the essential terms of contracts with Board members regarding their activities on the Board.
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- To approve the essential terms and conditions of the contracts concluded by the Company with the members of the Board regarding activities on the Board;
- To determine that confidential information and personal data protection agreements in the form used in the Company are concluded with elected members of the Board;
- To set a remuneration of EUR 1,900 (one thousand nine hundred euros) (including taxes) per calendar month for the newly elected members of the Board of the Company for their activities on the Board of the Company. To set a remuneration of EUR 2,500 (two thousand five hundred euros) (including taxes) per calendar month for the Chairman of the Board for his activities on the Board of the Company;
- To delegate CEO of the Company's (with the right to sub-authorize) to perform all actions related to the implementation of this decision.
8. 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.
1. To elect the audit firm Grant Thornton Baltic, UAB (hereinafter referred to as the "Auditor") to audit the set of annual financial statements of the Company for 2025 and 2026;
2. To determine that the Auditor's remuneration shall not exceed:
Eur 106,500 for the audit of the set of financial statements for 2025, determining that if the amount exceeds EUR 96,800, the approval of the Company's Board must be obtained;
Eur 114,200 Eur for the audit of the set of financial statements for the year 2026, determining that if the amount exceeds EUR 103,800, the approval of the Company's Board must be obtained.
3. To delegate CEO of the Company (with the right to sub-authorize) to perform all actions related to the implementation of this decision.
9. Additional remuneration for members of the Company's Board.
Not to establish additional remuneration (one-time) for the members of the Board of the Company in accordance with the proposed draft decision submitted to the General Meeting of Shareholders of the Company.
10. 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.
1. To determine additional payment terms for the audit services of the audit firm UAB "Ernst & Young Baltic" for the audit of the set of annual financial statements for 2024, establishing that the additional auditor's remuneration shall not exceed EUR 25,000;
2. To delegate CEO of the Company (with the right to sub-authorize) to perform all actions related to the implementation of this decision.
Contacts:
Auksė Kriaučiūnaitė
Temporarily acting as CFO
J. Jasinskio str. 16C, Vilnius, Lithuania
Tel. +370 630 37367
Tel. +370 614 44228 (Head of Legal)
E-mail: shareholder@novaturas.lt
