Novaturas — Proxy Solicitation & Information Statement 2024

Apr 30, 2024

Public limited liability company „NOVATURAS“
Code 135567698
Registered office at A. Mickevičiaus str. 27, Kaunas, the Republic of Lithuania
(hereinafter – the Company)

Voting ballot paper of the General Meeting of Shareholders,
convened on 23rd May, 2024

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/she/it should circle the word „FOR“ in the respective box.
4. If the Shareholder votes „against“ the draft resolution – he/she/it 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 decision	Shareholder's voting
1.	Consolidated Annual Report of the year 2023 of the Company	The Company's consolidated annual report of the year 2023 prepared by the Company, assessed by the auditors and approved by the Board was presented, to which Board activity report for the year 2023 and Board activity plan for the year 2024 are also attached.

No decision is taken on this question. | - | - |
| 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 | 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 2023 was presented.

No decision is taken on this question. | - | - |

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	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	To approve the audited set of the Company's financial statements and the consolidated set of financial statements of the Company for the year 2023.	"For"	"Against"
4.	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 2023.	"For"	"Against"
5.	Decision regarding distribution of profit (loss)	To distribute the Company's profit as follows	"For"	"Against"
1)	Undistributed profit (loss) of the previous financial year at the end of the accounting financial year	9 741
2)	Correction of 24th May 2022 decision taken by the general meeting of shareholders to transfer EUR 1 250 thousand for the purchase of own shares	(1 250)
3)	Impact of a change in accounting policy	46
4)	Adjusted undistributed profit of previous financial years at the end of the previous reporting financial year	8 537
5)	Net profit (loss) of the accounting financial year	1 746
6)	Dividends paid during year 2023	-
7)	Profit (loss) for the accounting financial year unrecognized in the profit (loss) statement	80
8)	Shareholders' contributions to cover the Company's losses (if the shareholders have decided to cover all or part of the losses)	-
9)	Distributable profit (loss) in total	10 363
10)	Share of profit allocated:
	to mandatory reserve	-
	to reserve for acquisition of own shares	-
	to reserve for granting the shares	-
	to other reserves	-
	for payment of dividends	-
	for other purposes (annual bonuses to Board members, etc.)	-
11)	The unused part of the reserve for the purchase of own shares is redistributed	1 067

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		12)	Undistributed profit (loss) as the end of accounting financial year, carried forward into the following financial year	11 430
		All amounts are in thousand EUR
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	In accordance with the criteria stipulated in the Law on the Audit of Financial Statements of the Republic of Lithuania, an audit committee must be established in the Company. In accordance with the Articles of Association of the Company and the Board's work regulation, the Company's Audit and Risk Committee is formed by the Board. In the absence of a voting quorum of the board due to a conflict of interests, the issue of electing the members of the Company's Audit and Risk Committee and setting the terms of contracts with them is submitted to the Company's general meeting of shareholders.
Decision proposed:			-	-
		6.1. To elect the following to the Audit and Risk Committee of the Company for a new term of 2 (two) years:			Assigned number of votes*:
		6.1.1. Gediminas Almantas (independent member);
		6.1.2. Tomas Korganas (independent member);
		6.1.3. Ingrida Kuzmickiene (Company's employee).
		6.2. To determine that the newly elected members of the Audit and Risk Committee of the Company begin their activity after the end of the ordinary general meeting of the Company's shareholders that elected them;			"For"		"Against"
		6.3. To approve the essential terms of the contract regarding the activity of the member of the Audit and Risk Committee of the Company (attached);			"For"		"Against"
		6.4. To determine that confidential information and personal data protection contracts in the form used in the Company are concluded with the elected members of the Company's Audit and Risks;			"For"		"Against"
		6.5. Set a remuneration of EUR 950 (nine hundred and fifty euros) (before tax) per calendar month for newly elected members of the Company's Audit and Risk Committee for their activity in Company's Audit and Risk Committee. The Chairman of the Audit and Risk Committee shall be remunerated in the			"For"		"Against"

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		amount of EUR 1250 (one thousand two hundred and fifty euros) (before tax) per calendar month for activity in the Company's Audit and Risk Committee.
		6.6. To authorize the chief executive officer of the Company (with the right to delegate) to sign contracts on the activity of the members of the Company's Audit and Risk Committee and confidential information protection contracts with the newly elected members of the Company's Audit and Risk Committee.	"For"	"Against"
7.	Determination of additional terms of contracts with members of the Company's Board	7.1. To supplement clause 6.5 of the Essential conditions of the contract regarding the activity of the Board member, which were approved by the Company's general meeting of shareholders in 6th of June 2023 and set forth as follows:
"6.5. If a member of the Board, in performing the functions of a member of the Board, needs to incur reasonable expenses, including but not limited to travel, accommodation, transport, if necessary, expenses that meet the criteria of reasonableness for remuneration for the services of external advisors, auditors, lawyers, related to the performance of the Board member's functions, the Company undertakes to compensate such reasonable expenses for the Board member, if they have been discussed with the Company in advance."	"For"	"Against"
		7.2. 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.	"For"	"Against"
8.	Additional remuneration for the members of the Company's Board	Taking into account the scope of work related to the activity of the Company's Board members in 2023, to determine additional remuneration (one-off) for the Company's Board members for the performance of the Board member's functions in 2023:
Decision proposed:	-	-
		8.1. To the Chairman of the Board Gediminas Almantas – EUR 27 500 (including all payable taxes);
8.2. To the Board members Ugnius Radvila and Tomas Korganas – EUR 20 900 each (including all payable taxes).	"For"	"Against"

Notes:

• When electing the members of the Audit and Risk Committee, the shareholder has the number of votes that is equal to multiplication of the number of votes granted by the shares owned by the shareholder and the number of elected members of the Audit and Risk Committee (i. e. the number of available votes is calculated by the number of votes of the shareholder granted by the shares owned by him, multiplied by 3). Distribute votes for one or more candidates at your own discretion.

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

Date of filling of the ballot:

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