Novaturas — Proxy Solicitation & Information Statement 2021

Feb 26, 2021

Public limited liability company “Novaturas”

Code 135567698

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

Voting ballot paper of the General Meeting of Shareholders,

convened on 12 March, 2021

Name, surname (name) of the shareholder

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Personal code (code) of the shareholder

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The number of owned shares

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The number of votes

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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 agenda	Drafts of the decisions	Shareholder’s voting
1)	Issuance of convertible bonds, revocation of the pre-emptive right of the shareholders to acquire newly issued convertible bonds and increase of the authorised share capital of the Company by converting the convertible bonds into Company’s shares.	1. To issue two types (emissions) of Company’s convertible bonds under the following conditions: 1.1. To issue 49,900 convertible bonds of the Company with a nominal value and issue price of each such convertible bond being EUR 100 (the Convertible Bonds No 1). Total sum of nominal value and issue price of all Convertible Bonds No 1 – 4 990 000 EUR. The Convertible Bonds No 1 shall bear fixed annual interest; 9.5 % annual interest for the period of 12 months since the date of payment, each next year increasing interest by 0.5 % annually (i. e. 10.0 % - second year, 10.5% - third year, etc.). Term – is 6 years starting from the date of signature, to redeem all of the Convertible Bonds No 1 at once. The Company shall have the right at any time to redeem all or part of the Convertible Bonds No 1 before the expiry of the term. The Convertible Bonds No 1 are exchanged (converted) to Company’s shares if only they are not redeemed on time or in case of infringement. Conversion ratio according to which Convertible Bonds No 1 are converted into Company’s shares: One Convertible Bond No 1 is converted into such number of the Company's newly issued shares, which is calculated by dividing the issue price of one Convertible Bond No 1 (i.e., EUR 100) by a number equal to the price of one newly issued share of the Company calculated using TERP (Theoretical Ex-Rights Price) method and by applying a 15% discount. Class and number of shares to be converted from Convertible Bonds No 1: Ordinary registered shares, number of which determined in accordance with the indicated conversion ratio. 1.2. To issue 100 convertible bonds of the Company with a nominal value and issue price of each such convertible bond being EUR 100 (the Convertible Bonds No 2). Total sum of nominal value and issue price of all Convertible Bonds No 2 – 10 000 EUR. The Convertible Bonds No 2 shall bear fixed annual interest; 9.5 % annual interest for the period of 12 months since the date of payment, each next year increasing interest by 0.5 % annually (i. e. 10.0 % - second year, 10.5% - third year, etc.). Term – 115 months starting from the date of signature unless Convertible Bonds No 2 are redeemed prior to such date. The Convertible Bonds No 2 are exchanged (converted) to Company’s shares if only within prescribed terms the Company’s shares acquired by converting the Convertible Bonds No 1 are not redeemed. Conversion ratio according to which Convertible Bonds No 2 are converted into Company’s shares: the Convertible Bonds No 2 are converted to such number of newly issued Company’s shares which corresponds to the number equal to 10% of the Company’s shares held at that time by the owner which were acquired by converting the Convertible Bonds No 1. Class and number of shares to be converted from Convertible Bonds No 2: Ordinary registered shares, number of which determined in accordance with the indicated conversion ratio. 2. Convertible Bonds No 1 and Convertible Bonds No 2 (both hereinafter referred to as the Convertible Bonds) shall be paid up in accordance with the terms and conditions set forth in this resolution and the agreements regarding subscription of the Convertible Bonds. 3. To revoke the pre-emptive right of the shareholders of the Company to acquire the Convertible Bonds and grant the right to subscribe and acquire all Convertible bonds exclusively to the limited partnership “Pagalbos verslui fondas” (company code 305640822). Justification of the revocation of the pre-emptive right of the shareholders – to obtain funding through the temporary state aid instrument, dedicated to support the economy in response to the COVID-19 outbreak. February 17, 2021 notification by the board of the Company “On revocation of the pre-emptive right of the shareholders of the public limited liability company “Novaturas” to acquire newly issued convertible bonds and granting the right to acquire the convertible bonds” is attached. 4. The general director and the board of the Company are hereby authorised to negotiate on behalf of the Company with the Fund regarding the agreement on subscription of the Convertible Bonds and determine such terms of the Convertible Bonds, which are not definitively set forth and established in this shareholders’ resolution, but which do not contradict the terms of the Convertible Bonds expressively provided in this shareholders’ resolution, and to organize the accounting of their turnover in accordance with the applicable requirements after the issue of the Convertible Bonds is completed. The general director and the board of the Company are also hereby authorised to perform all actions in regard to adding new shares of the Company to the existing issued shares of the Company and listing the new shares of the Company on the Main List of AB NASDAQ Vilnius and on the Warsaw Stock Exchange. 5. Increase of the authorised share capital of the Company by converting Convertible Bonds No 1 into Company’s shares: 5.1. This shareholders’ resolution to issue Convertible Bonds No 1 shall also be deemed the shareholders’ resolution to increase the authorised share capital of the Company by such amount and by issuing such number of new shares which will be calculated in accordance with the procedure established in the agreement regarding subscription of Convertible Bonds No 1. 5.2. After receiving a request from the owner of Convertible Bonds No 1 to convert the Convertible Bonds No 1, the board of the Company shall determine that the redemption date of the Convertible Bonds No 1 is the day established in the agreement regarding subscription of Convertible Bonds No 1 and that the conversion will occur within the term specified in the agreement regarding subscription of Convertible Bonds No 1, shall adopt a decision to convert the Convertible Bonds No 1 into such number of newly issued shares of the Company, which is calculated in accordance with the procedure established in the agreement regarding subscription of Convertible Bonds No 1, as well as to increase the authorised share capital of the Company by the amount equal to the sum of the nominal value of the new shares of the Company. For this purpose, the board of the Company shall amend the articles of association of the Company by respectively adjusting the amount of the Company’s authorized share capital and number of shares and submit the new wording of the articles of association of the Company to the Register of Legal Entities. Shareholders of the Company hereby approve in advance such articles of association of the Company amended by the board of the Company. In this case, the payment for the Convertible Bonds No 1 shall be deemed the payment for the new shares of the Company converted from the Convertible Bonds No 1. 6. Increase of the authorised share capital of the Company by converting Convertible Bonds No 2 into Company’s shares: 6.1. This shareholders’ resolution to issue Convertible Bonds No 2 shall also be deemed the shareholders’ resolution to increase the authorised share capital of the Company by such amount and by issuing such number of new shares which will be calculated in accordance with the procedure established in the agreement regarding subscription of Convertible Bonds No 2. 6.2. After receiving a request from the owner of Convertible Bonds No 2 to convert the Convertible Bonds No 2, the board of the Company shall determine that the redemption date of the Convertible Bonds No 2 is the day established in the agreement regarding subscription of Convertible Bonds No 2 and that the conversion will occur within the term specified in the agreement regarding subscription of Convertible Bonds No 2, shall adopt a decision to convert the Convertible Bonds No 2 into such number of newly issued shares of the Company, which is calculated in accordance with the procedure established in the agreement regarding subscription of Convertible Bonds No 2, as well as to increase the authorised share capital of the Company by the amount equal to the sum of the nominal value of the new shares of the Company. For this purpose, the board of the Company shall amend the articles of association of the Company by respectively adjusting the amount of the Company’s authorized share capital and number of shares and submit the new wording of the articles of association of the Company to the Register of Legal Entities. Shareholders of the Company hereby approve in advance such articles of association of the Company amended by the board of the Company. In this case, the payment for the Convertible Bonds No 2 shall be deemed the payment for the new shares of the Company converted from the Convertible Bonds No 2.	“For”	“Against”
2)	Election of the auditor of the Company.	1. To approve the election of the audit company Deloitte Lietuva, UAB (the Auditor) to audit the Company’s financial statements for the year 2020. To approve the payment terms for Auditor’s services by establishing that the remuneration for audit of the Company’s annual financial statements for the year 2020 shall not exceed EUR 85,000 (excluding VAT). 2. The general director of the Company is hereby authorised to execute on behalf of the Company the audit services agreement with the Auditor, as well as to determine other terms and conditions of its services, which are not established in this shareholders’ resolution.	“For”	“Against”
3)	Authorisation to implement the adopted decisions.	To authorise the general director and the board of the Company to perform any and all actions in relation to the decisions mentioned above, including, without limitation, all actions related to the execution of the new wording of the articles of association of the Company and registration of the new wording of the articles of association with the Register of Legal Entities of the Republic of Lithuania. The general director of the Company shall be entitled to re-authorise (to issue the power of attorney to) any other persons to perform any of the aforementioned actions.	“For”	“Against”

Name, surname, signature of the shareholder (representative):

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Date of filling of the ballot:

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