Regarding convocation of the ordinary general meeting of shareholders of Public limited liability company “Novaturas”
30 Abril 2024 - 9:40AM
Regarding convocation of the ordinary general meeting of
shareholders of Public limited liability company “Novaturas”
On 23rd May 2024, 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), is being convened (the Meeting) upon the
initiative and decision of the Board of the Company.The place of
the Meeting (address): J. Jasinskio str. 14, Vilnius, Lithuania
(hotel ART CITY INN), hall „Vakarine“. The Meeting commences at 10
a.m. (registration of shareholders starts at 9.00 a.m. and ends at
9.45 a.m.).The Meeting’s accounting day – 16th May 2024. Only
persons who are shareholders of the Company at the end of
accounting day of the general meeting of shareholders 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 Meeting is initiated and
convened by the Board, which on 30th April 2024 has approved the
following agenda and draft decisions of the Meeting*:1.
Consolidated Annual Report of the year 2023 of the Company.2.
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 2023.3. Approval of the Company’s set of
audited annual financial statements and a set of the consolidated
financial statements of the year 2023.4. Acceptance of the
Company’s remuneration report.5. Decision regarding distribution of
profit (loss).6. Election of members of the Audit and Risk
Committee and approval of the essential conditions of contracts
with members of the Audit and Risk Committee regarding activities
in the Audit and Risk Committee.7. Determination of additional
terms of contracts with members of the Company's Board;8.
Additional remuneration for the members of the Company's
Board;*Draft decisions are added as annex to this
notice.____________The total number of the Company’s shares with
the nominal value of EUR 0.03 each and the number of shares
granting voting rights during the general meeting of shareholders
is the same and amounts to 7,807,000.ISIN code of the Company’s
shares – LT0000131872.A person attending the general meeting of
shareholders and having a right to vote must provide a person’s
identification document. A person who is not a shareholder must
additionally provide a document confirming his/her 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 general meeting
of shareholders on his/her/its behalf. At the general meeting of
shareholders an authorised person shall have the same rights as
would be held by the shareholder represented by him/her/it unless
the authorized person’s rights are limited by the power of attorney
or by laws. 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.The Company does not
establish a special form of power of attorney.Shareholder shall
have the right to authorize through electronic communication
channels another person (natural or legal) to participate and vote
in the 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 but not the letter sent via
e-mail. By submitting the notification to the Company, the
shareholder must include the internet address from which it would
be possible to download free of charge software to verify an
electronic signature of the shareholder.A shareholder or a person
authorised by him/her/it shall have a right to vote in writing in
advance by filling in the general ballot paper. 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 ballot paper is also provided on the Company’s
website at www.novaturasgroup.com on the menu item “For investors”.
The filled-in general ballot paper and the document confirming the
voting right (if any) must be submitted to the Company via
registered mail or providing them 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 of the last
business day prior to the Meeting. The filled-in and verified by
e-signature general ballot paper is send to e-mail
shareholder@novaturas.lt.The Company is not providing the
possibility to attend and vote at the meeting through electronic
means of communication.The shareholders holding shares that grant
at least 1/20 of all votes shall have the right to propose to
supplement the agenda. Draft decisions on the proposed agenda items
must be submitted together with the proposal or, if the decisions
do not need to be adopted, explanations on each proposed item of
agenda of the general meeting of shareholders must be presented.
Proposal to supplement the agenda must be presented to the Company
via registered mail or by providing it against signature at the
address of the registered office of the Company indicated in the
notice or via e-mail shareholder@novaturas.lt. The agenda will be
supplemented if the proposal is received not later than 14 days
before the general meeting of shareholders.Each shareholder holding
shares that grant at least 1/20 of all votes at any time before the
general meeting of shareholders 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, as well
propose additional candidates to the members of the Audit and Risk
Committee of the Company. 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 e-signature are sent to email
shareholder@novaturas.lt.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 general meeting of
shareholders. Responses of a general character shall be posted on
the Company’s website www.novaturasgroup.com on the menu item “For
investors”.By arriving at public limited liability company
“Novaturas” Vilnius filiale, address at J. Jasinskio str. 16C,
Vilnius, or by visiting the Company’s website at
www.novaturasgroup.com on the menu item “For investors”, the
shareholders may get familiarised with the documents possessed by
the Company related to the agenda of the Meeting, including notice
on convocation of the Meeting, information about the total number
of the Company’s shares and the number of shares granting voting
rights during the general meeting of shareholders, draft
resolutions and other documents being submitted to the general
meeting of shareholders, as well as to obtain information regarding
exercise of the shareholder’s rights.According to the Company's
Articles of Association, if a quorum is not present, a repeated
General Meeting of Shareholders will be held, which is planned on
7th June 2024 (start of the meeting 9.00 a.m.) at J. Jasinskio g.
16 C, Vilnius, in hall B of the Conference Centre. During the
repeated General Meeting of Shareholders, the issues of the agenda
of the Meeting that did not take place will be discussed in
accordance with the procedure provided by the Articles of
Association of the Company.Attached:1. Meeting agenda and draft
decisions.2. General voting ballot.3. Company’s financial
statements of the year 2023.4. Company’s Board activity report for
2023.5. Company’s Board activity plan for 2024.6. Essential terms
of the contract regarding the activity of the member of the Audit
and Risk Committee of the Company.Contacts:Vygantas ReifonasCFOJ.
Jasinskio str. 16C, Vilnius, LithuaniaTel. +370 687 21603Tel. +370
614 44228 (Head of Legal)E-mail: shareholder@novaturas.lt
- 1 2024 Meeting agenda and draft decisions ENG
- 2 2024 Voting ballot Novaturas ENG
- 3 abnovaturas-2023-12-31-en
- 3 Novaturas AB - Opinion 23 Conso (EN) esigned 20240430
- 4 Board activity report for 2023_EN
- 5 Board activity plan for 2024_EN
- 6 Esmines AK nario salygos LT-EN