MINUTES OF UAB VLI TIMBER BOND (ISIN CODE LT0000134256) HOLDERS MEETING, HELD ON 23 FEBRUARY 2026
Meeting held at: remotely, using “Zoom”.
Date of the Meeting: 23 February 2026.
Start of registration of the Meeting attendees: 9:30 a.m.
Start of the Meeting: 10:05 a.m.
End of the Meeting: 11:00 a.m.
On 23 February 2026, a 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 Meeting). The notice of convocation of the Meeting was published on 29 January 2026 on the Nasdaq Baltic Vilnius Stock Exchange website3, and the website of the Bondholders’ trustee4, UAB “AUDIFINA” (the Trustee).
The Meeting was convened at the initiative of the Company and by the decision of 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 bondholders' meeting is considered valid if it is attended by bondholders holding more than ½ of the voting rights granted by the bonds of the same issue at the bondholders' meeting.
As of the Bond record date (17 February 2026), the Bondholders collectively held 4,000 Bonds. A total of 1,157 Bonds (28.93% of all issued Bonds) were represented at the Meeting, including 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 Meeting minutes.
In view of the above, the quorum required by Law was not reached, therefore: 1. The Meeting is deemed not to have taken place, and no decision was made.
2.The repeated remote Bondholders’ meeting will take place on 3 March 2026 at 10 a.m. and will be announced on the websites of the Trustee and the Issuer.
3. No quorum requirement applies to the repeated Bondholders’ meeting.
4. All votes received to date on “Voting on the amendment of the Information Document” will be counted at the repeated Bondholders’ meeting.
Although the Meeting did not take place, the Company’s shareholder representative Kęstutis Faktorovičius, presented the Company's activities, financial indicators and their forecasts and planned changes in the business and capital structure of the Issuer, and answered questions of the Bondholders. Each Bondholder has the right to receive the Company’s presentation and/or answers to the questions, by requesting it via email at info@vli.lt.
On behalf of the Trustee
UAB “AUDIFINA” Auditor Vidmantas Satkus
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PRIVATE LIMITED LIABILITY COMPANY “AUDIFINA” Legal entity code: 125921757 Registered office address in Vilnius, A. Juozapavičiaus Str. 6, LT-09310, Republic of Lithuania Data about the legal entity is collected and stored in the Register of Legal Entities of the State Enterprise Centre of Registers (hereinafter referred to as the “Trustee”)
23 February, 2026 NOTICE OF THE REPEATED MEETING OF BONDHOLDERS OF UAB VLI TIMBER (ISIN CODE LT0000134256) TO BE HELD ON MARCH 3, 2026
On the initiative of UAB VLI TIMBER (code 302440414, registered office address in Gražiavietės g. 5, Kurklių II k., Anykščių r., Republic of Lithuania) (the Issuer) and on the decision of the Trustee, a bondholders’ meeting of the Company's bond issue, ISIN code LT0000134256 (the Bonds) was convened on 23 February 2026 (the Initial Meeting). The Initial Meeting is considered invalid as a quorum was not present.
Taking this into account, a repeated remote Bondholders’ meeting is scheduled for 3 March 2026 at 10:00 (the Repeated Meeting).
In accordance with the laws of the Republic of Lithuania, this notice of convocation of the Repeated Meeting is published on the Trustee’s website3 and the Nasdaq Baltic Vilnius Stock Exchange website4 .
The Repeated Meeting date – 3 March, 2026.
The Repeated Meeting will commence at 10:00 AM (Vilnius time).
The Repeated 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 Repeated Meeting begin at 9.30 a.m. and ends at 9:55 a.m.
The record date – 25 February, 2026.
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
PRESENTATION AND JUSTIFICATION OF RESOLUTION FOR AGENDA ITEM NO. 4 OF THE REPEATED MEETING:
Proposed draft resolution of the Repeated 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 (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.
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 Repeated Meeting is not mandatory, and the results of the advance voting will be counted together with the voting results of the Repeated 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 2 March, 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 REPEATED MEETING ORGANIZATION AND VOTING
Right to Participate in the Repeated Meeting
1. The total number of the Company's Bonds, each with a nominal value of EUR 1,000, and the number of Bonds conferring voting rights at the Repeated Meeting is 4,000 units.
2. The record date for the Bondholders is 25 February, 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 Repeated 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 Repeated Meeting. The representative at the Repeated 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 Repeated 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 Repeated Meeting
1. A person attending the Repeated 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 Repeated 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 Repeated 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 Repeated Meeting. If you have any questions regarding this notice (or its Annex), the Repeated Meeting, or the issues to be discussed during the Repeated Meeting, please feel free to contact the Trustee by email at obligacijos@audifina.lt before the day of the Repeated Meeting.
Attached: Annex No. 1 – General Voting Ballot.
Annex No. 2 - Link to join the Zoom meeting.
On behalf of UAB „AUDIFINA“
Laurynas Totoraitis
________
GENERAL VOTING BALLOT CONCERNING 03-03-2026 BONHOLDERS REPEATED MEETING OF UAB VLI TIMBER REGARDING BOND ISSUE (ISIN CODE LT0000134256)
IMPORTANT INFORMATION: This general voting ballot (the Ballot) is intended for voting at the repeated meeting of the bondholders of the UAB VLI TIMBER bond issue (ISIN code LT0000134256, the Bonds), which will be held remotely via „Zoom“ on 3 March 2026, at 10:00 AM, Vilnius time (the Repeated Meeting), as announced in the public notice of UAB „AUDIFINA“ (the Trustee) on 23 February 20262.
1. The Bondholder, its representative or a person to whom the voting right has been transferred shall have the right to vote in advance in writing by filling out this Ballot.
2. Upon voting in advance, attendance at the Repeated meeting is not mandatory, and the results of the advance voting will be counted together with the voting results of the Repeated meeting.
3. The completed Ballot and the document confirming the right to vote (the basis of representation) (a copy of it) shall be submitted to the Trustee no later than 2 March 2026 16:00 (Vilnius time), by providing the documents (i) by hand delivery or registered mail to A. Juozapavičiaus Str. 6, Vilnius, Republic of Lithuania, or (ii) if the Ballot is signed with a qualified e-signature, by sending it alongside with a document proving the right to vote (the basis of representation) by e-mail at obligacijos@audifina.lt.