The meeting of Bondholders of emission of the bonds issuance with ISIN code LT0000134256 (hereinafter referred to as the “Bonds”) is hereby convened on February 23, 2026, at 10:00 AM, at the initiative of the Trustee and UAB "VLI Timber" (legal entity code 302440414, registered office address in Gražiavietės g. 5, Kurklių II k., Anykščių r., Republic of Lithuania) (hereinafter referred to as the “Issuer”), pursuant to the decision of the Trustee (hereinafter referred to as the “Meeting”).
The Meeting date – February 23, 2026.
The Meeting will commence at 10:00 AM (Vilnius time).
The Meeting will be held remotely via Zoom. Click here for the link to join the Meeting or visit https://zoom.us/join, meeting ID: 847 7665 3952, passcode: 323215. Registration of the participants of the Meeting begin at 9.30 a.m. and ends at 9:55 a.m.
The record date – February 17, 2026.
Agenda of the Meeting:
1. Election of the Chairman of the Meeting and Secretary of the 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
PRESENTATION AND JUSTIFICATION OF RESOLUTION FOR AGENDA ITEM NO. 4 OF THE MEETING:
Proposed draft resolution of the Meeting by the Issuer
Taking into account that:
A. the Information Document describes the Issuer’s intention to expand its activities by operating a new wood processing factory in the Jonava district, which constitutes a significant investment project of the Issuer;
B. following the initial offering of the Bonds, certain new circumstances have arisen in relation to the Issuer’s business and capital structure, including
(i) changes in the implementation model of the investment project, and
(ii) the Issuer’s intention to attract an additional equity investor;
C. in particular, the Issuer initially planned to develop the new production facility under a build-to-suit model (i.e. a model under which a third-party developer would construct the facility). Following further assessment of financing options and eligibility requirements for available support measures, the Issuer decided to develop and finance the facility directly by the Issuer, rather than under the initial build-to-suit model. As a result, the Issuer expects that, during the construction phase of the project, its equity ratio may temporarily fall below the level set out in the Information Document;
D. furthermore, following the initial placement of the Bonds, the Issuer has identified an opportunity to strengthen its equity position by attracting an additional investor. In order for the attraction of such an investor to be possible, the shares that the Issuer will issue to such investor must not be subject to security interests under the Information Document;
E. as a result, the Issuer considers it appropriate to propose amendments to certain provisions of the Information Document and to seek the Bondholders’ consent in accordance with the terms and conditions of the Bonds,
The Issuer, therefore, suggests that the Bondholders pass the following resolutions:
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: - 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.
For the avoidance of doubt, the 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;
(b) the aggregate number of shares pledged pursuant to paragraph (a) above amounts to 137,836 shares, as at the date of adoption of this resolution;
(c) 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;
(d) 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.
ADVANCE VOTING
1. The Bondholder or their representative, or the person to whom the voting rights have been transferred, has the right to vote in advance in writing by completing the general voting ballot, which is attached as Appendix No. 1 and made available on the Trustee's website https://www.audifina.lt/en/bonds/.
2. Upon voting in advance, attendance at the Meeting is not mandatory, and the results of the advance voting will be counted together with the voting results of the Meeting.
3. The completed general voting ballot and the document verifying the right to vote (the basis of representation) (a copy thereof) must be submitted to the Trustee no later than February 20, 2026, by 4:00 PM (Vilnius time), either
(i) by delivering the documents physically or sending them by registered mail to A. Juozapavičiaus Str. 6, Vilnius, Republic of Lithuania, or
(ii) if the general voting ballot is signed with a qualified electronic signature, by sending it along with a copy of the document verifying the right to vote (the basis of representation) to the email address obligacijos@audifina.lt.
INFORMATION ABOUT THE MEETING ORGANIZATION AND VOTING
Right to Participate in the Meeting
1. The total number of the Company's Bonds, each with a nominal value of EUR 1000, and the number of Bonds conferring voting rights at the Meeting is 4 000 units.
2. The record date for the Bondholders is February 17, 2026.
3. Only Bondholders or their authorized representatives, or persons to whom the voting rights have been transferred, shall have the right to participate and vote at the Meeting.
4. Each Bondholder has the right, in accordance with the law, to authorize another person (individual or legal entity) to participate and vote on their behalf at the Meeting. The representative at the Meeting will have the same rights as the Bondholder they represent.
5. The requirements for proxies are as follows:
(i) The proxy of a Lithuanian individual or legal entity may be in notarized form or simple written form, including an electronic proxy signed with a qualified electronic signature;
(ii) The proxy of a foreign individual or legal entity may be in notarized form or simple written form, including an electronic proxy signed with a qualified electronic signature. If the foreign proxy is in a language other than Lithuanian or English, it must be translated into Lithuanian or English.
6. If the Meeting is attended by someone other than the Bondholder, the proxy or voting rights transfer agreement (or a copy thereof) must be submitted to the Trustee no later than February 20, 2026, by 4:00 PM (Vilnius time), either
(i) by email to obligacijos@audifina.lt, or
(ii) by delivering it physically or sending it by registered mail to A. Juozapavičiaus Str. 6, Vilnius, Lithuania.
Identification of participants at the Meeting
1. A person attending the Meeting, depending on the situation, must present (or show) to the Trustee:
(i) A valid identity document – passport or national identity card; and
(ii) If the person represents a legal entity based on its statutes, proxy, or commercial power of attorney – an extract from the Lithuanian or foreign register of legal entities, not older than 10 days (if the extract is not in Lithuanian or English, it must be translated into Lithuanian or English), and if applicable, the commercial power of attorney. To avoid any doubt, all representatives of legal entities must provide an extract from the register of legal entities, regardless of the basis of representation;
(iii) A confirmation that the authorisation provided to the Trustee has not been revoked or, if such a document has not been yet provided to the Trustee due to unforeseen circumstances, the respective authorisation;
(iv) A confirmation that the voting rights transfer agreement provided to the Trustee has not been terminated or expired for any other reason, or if such a document has not been yet provided to the Trustee due to unforeseen circumstances, the respective voting rights transfer agreement.
2. In this regard, each Meeting participant must ensure in advance that they have the necessary documents or copies thereof and/or be prepared to send them to the Trustee by email at obligacijos@audifina.lt.
Other Important Information
The approved minutes of the Meeting will be published on the Trustee's website at https://www.audifina.lt/en/bonds/ no later than the next business day after the Meeting. If you have any questions regarding this notice (or its Annex), the Meeting, or the issues to be discussed during the Meeting, please feel free to contact the Trustee by email at obligacijos@audifina.lt before the day of the Meeting.
Attached: Annex No. 1 – General Voting Ballot. Annex No. 2 - Link to join the Zoom meeting.
On behalf of UAB „AUDIFINA“
Laurynas Totoraitis