Novaturas — Proxy Solicitation & Information Statement 2024

May 10, 2024

DRAFT DECISIONS OF ADDITIONAL AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS OF PUBLIC LIMITED LIABILITY COMPANY “NOVATURAS”

On the initiative and decision of the board of AB "Novaturas", legal entity code 135567698, registered address at A. Mickevičiaus str. 27, Kaunas, the Republic of Lithuania (hereinafter, the „Company“), an Ordinary General Meeting of the Company's shareholders (hereinafter, „The Meeting“) is convened on 23rd May 2024.

Pursuant to article 25 part 4 of the Law on Joint Stock Companies of the Republic of Lithuania, which gives the right to the board to propose new draft decisions on issues included in the agenda of the Meeting, and also in accordance with clause 6.8 of the Company's Articles of Association, giving the right to the board to supplement the agenda of Meeting, on 10th May 2024 by the decision of the board of Company, it was decided to change the draft decision of the Meeting of the item 8 on the agenda and to supplement the Meeting's agenda with the item 9:

The board proposes to clarify the draft decision of the Meeting on item 8 of the agenda, providing that the additional remuneration for board members is applied for the performance of the board members' functions in the period 06.06.2023 – 06.05.2024 and to set forth it as follows:

8. Additional remuneration for the members of the Company's Board.

Draft decision proposed:

Taking into account the scope of work related to the activity of the Company's Board members as of their appointment, to determine additional remuneration (one-off) for the Company's Board members for the performance of the Board member's functions within the period from 06.06.2023 to 06.05.2024:

1) To the Chairman of the Board Gediminas Almantas – EUR 27 500 (including all payable taxes);
2) To the Board members Ugnius Radvila and Tomas Korganas – EUR 20 900 each (including all payable taxes).

The board also proposes to supplement the agenda of Meeting with item 9 regarding the determination of the conditions of additional payment for the audit services of the Company's audit company UAB „Ernst & Young Baltic“ and to set forth it as follows:

9. Setting the terms of additional payment for the audit services of the Company's audit company UAB „Ernst & Young Baltic“ for the audit of the Company's 2023 set of financial statements.

Draft decision proposed:

1) To set the additional payment terms for the audit services of the audit company UAB „Ernst & Young Baltic“ for the audit of the Company's set of financial statements for the year 2023, determining that the auditor's additional remuneration must not exceed EUR 70 000 for the audit of the Company's set of financial statements for the year 2023;
2) To authorize the chief executive officer of the Company (with the right to delegate) to perform all actions related to the implementation of this decision.