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Novaturas AGM Information 2022

May 17, 2022

2266_rns_2022-05-17_4532a7a9-27ea-42f5-9a84-d82fad6a2900.pdf

AGM Information

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Public limited liability company "Novaturas"

Code 135567698

Registered office at A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania

Voting ballot paper of the Extraordinary General Meeting of Shareholders, convened on 24th May 2022

Name, surname (name) of the shareholder

…………………………………………………………………………………………………………………………..

Personal code (code) of the shareholder

…………………………………………………………………………………………………………………………..

The number of owned shares

…………………………………………………………………………………………………………………………..

The number of votes

…………………………………………………………………………………………………………………………..

Instructions for filling out the General Voting Ballot:

  1. Voting by the Shareholder shall be inscribed in the opposite of every draft resolution in the boxes designated for this.

  2. The Shareholder votes "FOR" or "AGAINST" the draft resolutions.

  3. If the Shareholder votes "for" the draft resolution – he should circle the word "FOR" in the respective box.

  4. If the Shareholder votes "against" the draft resolution – he should circle the word "AGAINST" in the respective box.

  5. If the Shareholder does not inscribe any voting on the draft resolution or the General Voting Ballot has been filled-out in a manner making it impossible to determine the will of the Shareholder on a specific agenda matter, the Shareholder shall be considered to not have voted in advance on such agenda matter.

No Items of the Drafts of the decisions Shareholder's
agenda voting
1. Approval
of
the
remuneration policy
of the Company		 To
approve
the
remuneration
policy
of
the
Company that shall be valid from the day of its
approval.		 "For" "Against"
2. Approval
of
the
rules
for
granting
shares
of
the
Company		 To approve the rules
for granting shares of the
Company that shall be valid from the day of its
approval.		 "For" "Against"
3. Consolidated
Annual
Report
of
the year 2021 of the
Company		 The Company's consolidated annual report of the
year 2021 prepared by the Company, assessed by
the auditors
and approved by the Board was
presented.
No decision is taken on this question.		 – –
4. 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 2021		 The 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
2021 was presented.
No decision is taken on this question.		 – –
5. Approval
of
the
Company's
set
of		 To approve the audited set of the Company's
financial statements and the consolidated set of		 "For" "Against"
audited
annual
financial statements
and
a
set
of
the
consolidated
financial statements
of the year 2021		 financial statements of the Company for the year
2021.
6. 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 2021.		 "For" "Against"
7. Decision
regarding
distribution of profit
(loss)		 To distribute the Company's profit as follows:
1)
Undistributed
result
–
profit
13 774
(loss) of the previous financial
year
at
the
end
of
the
accounting financial year
2)
Net
profit
(loss)
of
the
909
accounting financial year
3)
Dividends
paid
during
year
0
2021
4)
Profit (loss) for the accounting
0
financial year unrecognized in
the profit (loss) statement
5)
Allocations from the reserves
0
6)
Shareholders' contributions to
0
cover the Company's losses (if
the
shareholders
of
the
Company
have
decided
to
cover all or part of the losses)
7)
Total
profit
(loss)
to
be
14 683
appropriated
8)
Share of profit allocated:
to mandatory reserve
0
to reserve for acquisition of
1 250
own shares
to reserve
for
granting the
0
shares
to other reserves
0
for payment of dividends
0
for
other
purposes
(annual
0
bonuses to Board members,
etc.)
9)
Undistributed profit (loss) as of
13 433
the end of accounting financial
year, carried forward into the
following financial year		 "For" "Against"
8. Acquisition
of
the
Company's
own
ordinary
registered
shares		 All amounts are in thousand EUR
To acquire Company's
own ordinary registered
shares on the following terms:
1)
The purpose of the acquisition of own
shares – to create conditions for granting
the shares of the Company in accordance
with the Article 47 (1) of the Law on
Companies of the Republic of Lithuania
and upon the approved rules for granting
shares of the Company;
2)
The maximum purchase price per share –
20 percent higher than market price of the
Company's shares on the Nasdaq Vilnius
Stock Exchange when the Board makes a
decision to purchase the own shares;		 "For" "Against"
4)
The
term
within
the
Company
may
acquire its owns shares – 18 months form
the date of adoption of this decision;
5)
The
maximum
number
of
shares
permitted to be acquired – 234,210 (two
hundred and thirty-four thousand two
hundred and ten) shares;
6)
To assign the Board of the Company in
accordance with the terms and conditions
of this decision and the requirements of
the Law on Companies of the Republic of
Lithuania, and when it is necessary –
upon receiving the permissions of the
creditors, to make decision on purchase
the Company's own shares, to organize
the purchase of own shares, to set the
order, the time, the number and the price
of shares to be purchased at a specific
stage of purchase of own shares, as well
as to perform any other actions related to
the acquisition of own shares.
"For"
Alternative draft decision
To acquire Company's own ordinary registered
shares on the following terms:
1)
The purpose of the acquisition of own
shares – to create conditions for granting
the shares of the Company in accordance
with the Article 47 (1) of the Law on
Companies of the Republic of Lithuania
and upon the approved rules for granting
shares of the Company;
2)
The maximum purchase price per share –
20 percent higher than market price of the
Company's shares on the Nasdaq Vilnius
Stock Exchange when the Board makes a
decision to purchase the own shares;
3)
The minimum purchase price per share –
40 percent lower than market price of the
Company's shares on the Nasdaq Vilnius
Stock Exchange when the Board makes a
decision to purchase the own shares;
4)
The
term
within
the
Company
may
acquire its owns shares – 18 months form
the date of adoption of this decision;
5)
The
maximum
number
of
shares
permitted to be acquired –
aggregate
nominal value of all own shares acquired
by the Company may constitute up to
1/10 of the share capital of the Company
(up to 780,700
(seven hundred
eighty
thousand seven hundred) shares;
6)
To assign the Board of the Company in
decision to purchase the own shares;
"Against"
of this decision and the requirements of
the Law on Companies of the Republic of
Lithuania, and when it is necessary –
upon receiving the permissions of the
creditors, to make decision on purchase
the Company's own shares, to organize
the purchase of own shares, to set the
order, the time, the number and the price		 accordance with the terms and conditions
of shares to be purchased at a specific
stage of purchase of own shares, as well
as to perform any other actions related to
the acquisition of own shares.
9. Additional
remuneration for the
members
of
the
Company's Board		 Considering the increased volume of work related
to the activities of the Board members of the
Company in 2021, to set an additional remuneration
(one-time) for the performing the functions of a
member of the Board in 2021:
(i)
for the members of the Board Andrius
Jurkonis,
Ugnius
Radvila
and
Vidas
Paliūnas – EUR 35,000 each (including
all taxes payable);
(ii)
for the Chairman of the Board Virginijus
Lepeška –
EUR 15,000 (including all
taxes payable).		 "For" "Against"
10. Election
of
the
member
of
the
Board
of
the
Company		 To elect Rytis Šūmakaris as a member of the Board
of the Company until the end of the current term of
office of the Board of the Company.		 "For" "Against"

Name, surname, signature of the shareholder:

Date of filling of the ballot:

A document on the basis of which the shareholder's representative signs:

________________________________________________________

________________________________________________________

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