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Novaturas Proxy Solicitation & Information Statement 2026
2266_rns_2026-05-27_0421fedc-a18e-49df-9532-e526a23d1ac2.html
Proxy Solicitation & Information Statement
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Regarding convocation of repeated Annual General Meeting of Shareholders of AB Novaturas
Regarding convocation of repeated Annual General Meeting of Shareholders of AB Novaturas
On 27 May 2026, the Annual General Meeting of Shareholders of AB Novaturas, code 135567698, with its registered office at A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania (hereinafter – the Company), did not take place due to the lack of quorum.
On 12 June 2026, the repeated Annual General Meeting of Shareholders (hereinafter – the Meeting) of the Company, is convened at the initiative and by the decision of the Board of the Company.
The place of the Meeting (address): AB Novaturas Vilnius branch, J. Jasinskio st. 16C, Vilnius, the Republic of Lithuania.
Start of the Meeting: The Meeting starts on 12 June 2026 at 10:00 a.m. Registration of shareholders starts at 9.30 a.m. and ends at 9.50 a.m.
The Meeting’s accounting day – 5 June 2026. Only persons who are shareholders of the Company at the end of accounting day of the Meeting 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 total number of shares of the Company, each with a nominal value of 0.03 euros, is 7,807,000. The number of shares granting voting rights at the Meeting is 7,751,003 (55,997 of its own shares have been acquired by the Company).
ISIN code of the Company’s shares – LT0000131872.
Agenda of the Meeting:
- The Company’s consolidated management report for 2025.
- The independent auditor’s report on the Company’s audited annual financial statements and the Company’s consolidated financial statements for 2025.
- Approval of the Company’s audited annual financial statements and the Company’s consolidated financial statements for 2025.
- Consent to the Company’s remuneration report.
- Distribution of the Company’s profit (loss) for 2025.
- Increase of the authorised capital of the Company.
- Revocation of the pre-emptive right of the Company’s shareholders to acquire newly issued shares of the Company.
- Amendment of the Articles of Association of the Company.
- Admission to listing and trading of the new shares of the Company on the regulated markets and authorisation to the Company’s Board to take the corresponding actions.
- Approval of additional remuneration for the Chairman of the Company's Board.
Draft decisions
Draft decisions on the agenda items of the Meeting, along with other documents and information are attached to this notice and are also available on the Company’s website at www.novaturasgroup.com under the “Investors” menu item. Shareholders may also acquaint themselves with this information by visiting the AB Novaturas Vilnius branch at J. Jasinskio st. 16C, Vilnius, the Republic of Lithuania, on business days from 9.00 a.m. to 4.00 p.m.
Proposals for drafts decisions
Each shareholder holding shares that grant at least 1/20 of all votes at any time before or during the Meeting shall have the right to propose draft decisions on issues already included or to be included in the agenda of the Meeting. Proposed draft decisions must be submitted to the Company in writing by email [email protected], delivered to the Company against a signed receipt, or sent by registered mail to the Company’s registered office address specified in the notice. Draft decisions submitted by email must be signed with a qualified electronic signature created using secure signature generation software and certified by a qualified certificate valid in the Republic of Lithuania.
Supplementation of agenda
The repeated Meeting may only take decisions on the agenda of the meeting that did not take place. Therefore, the agenda of the Meeting may not be supplemented.
Questions related to agenda items
Shareholders have the right to submit questions to the Company in advance regarding items on the agenda of the Meeting. Questions may be submitted in writing by email to [email protected], delivered to the Company against a signed receipt, or sent by registered mail to the Company’s registered office address specified in the notice. Questions submitted by email must be signed with a qualified electronic signature created using secure signature generation software and certified by a qualified certificate valid in the Republic of Lithuania. The Company undertakes to respond if the questions are received no later than 3 business days prior to the Meeting. General responses will be posted on the Company’s website at www.novaturasgroup.com, under the “Investors” menu item.
Participation and voting
A shareholder or their proxy has the right to vote in advance in writing by completing a general ballot paper. If a shareholder requests, the Company shall send the general ballot paper by registered mail free of charge no later than 10 days before the Meeting. The general ballot paper is also available on the Company’s website at www.novaturasgroup.com under the “Investors” menu. The completed general ballot paper and the document confirming the right to vote must be submitted to the Company in writing and received by the Company no later than 4:00 p.m. on the last business day before the Meeting, either by delivering them to the Company in person against a receipt or by sending them by registered mail to the Company’s registered office address specified in the notice. A shareholder or their authorised representative may also sign the duly completed general ballot paper with a qualified electronic signature created using secure signature generation software and certified by a qualified certificate valid in the Republic of Lithuania, and send it to the Company by email to [email protected].
The Company is not providing the option to attend or vote at the Meeting by electronic means of communication.
Authorisations
A person participating in the Meeting and entitled to vote must present a document certifying his or her identity. A person who is not a shareholder must, in addition to this document, submit a document confirming the right to vote at the Meeting.
Each shareholder has the right, in the manner established by law, to authorise another natural or legal person to attend and vote at the Meeting on their behalf. The authorised person must provide a power of attorney certified in the manner established by law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised as required by law.
A shareholder also has the right to authorise, through electronic communication channels, another natural or legal person to participate and vote in the Meeting on the shareholder’s behalf. Such authorisation does not require approval by a notary public. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a secure electronic signature created by secure signature equipment and approved by a qualified certificate valid in the Republic of Lithuania. The shareholder must inform the Company of the power of attorney issued through electronic communication channels via email at [email protected] no later than 4.00 p.m. on 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 a qualified electronic signature created using secure signature generation software and certified by a qualified certificate valid in the Republic of Lithuania.
The Company does not prescribe a special form of power of attorney.
The following documents are attached to this notice for the Meeting:
- The Company’s consolidated management report for 2025 (including the Remuneration report), as well as the audited consolidated financial statements of the Company and the Company’s separate financial statements for the year ended 31 December 2025.
- The independent auditor’s report.
- The Company’s draft profit (loss) distribution for 2025.
- Notification of the Company’s Board regarding revocation of the pre-emptive right of shareholders to acquire new shares.
- Draft new wording of the Articles of Association of the Company.
- Draft decisions of the Meeting proposed by the Company’s Board.
- The general ballot paper.
Contacts:
Aleksejs Kriščuks
CEO
J. Jasinskio st. 16C, Vilnius, Lithuania
E-mail: [email protected]
