Regarding convocation of the repeated ordinary general meeting of shareholders of Public limited liability company “Novaturas”
May 23 2024 - 9:53AM
Regarding convocation of the repeated ordinary general meeting of
shareholders of Public limited liability company “Novaturas”
On 23rd May 2024, the ordinary general meeting of
shareholders of Public limited liability company “Novaturas”, code
135567698, registered at A. Mickevičiaus str. 27, Kaunas, the
Republic of Lithuania (the Company) did not take place because the
quorum threshold was not reached.
On 7th June 2024 on the
initiative and decision of the board, a repeated general
meeting of shareholders of the Company is being convened
(hereinafter - the Meeting).
The place of the Meeting
(address): J. Jasinskio str. 16C, Vilnius, Lithuania, hall „B“ of
the Conference Centre.
The meeting starts at 10:00
a.m. (shareholders registration starts at 09:00).
The Meeting’s accounting day –
31th May 2024. Only persons who are shareholders of the Company at
the end of accounting day of the general meeting of shareholders 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.
Agenda of the Meeting:In the
repeated Meeting, the agenda of the meeting that did not take place
is valid.
- Consolidated Annual
Report of the year 2023 of the Company.
- 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.
- Approval of the
Company’s set of audited annual financial statements and a set of
the consolidated financial statements of the year 2023.
- Acceptance of the
Company’s remuneration report.
- Decision regarding
distribution of profit (loss).
- 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.
- Determination of
additional terms of contracts with members of the Company's
Board.
- Additional
remuneration for the members of the Company's Board.
- 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.
The agenda of the meeting will not be supplemented, as it is a
repeat Meeting.
Draft decisions and other
informationDraft decisions on issues of the agenda of the
repeated Meeting and other documents are attached to this report,
as well as indicated in the Company’s website at
www.novaturasgroup.com on the menu item “For investors”. The
shareholders can also familiarize themselves with this information
by arriving at public limited liability company “Novaturas” Vilnius
filiale, address at J. Jasinskio str. 16C, Vilnius.
Proposals for project
solutionsThe shareholders holding shares that grant at
least 1/20 of all votes at any time before the general meeting of
shareholders or during the Meeting shall have the right to propose
draft resolutions on the issues already included or to be included
in the agenda of the Meeting, as well propose additional candidates
to the members of the Audit and Risk Committee of the Company. The
proposed draft decisions must be presented to the Company in
writing via registered mail or by providing them against signature
at the registered office address of the Company indicated in the
notice. The draft decisions verified by e-signature are sent to
email shareholder@novaturas.lt.
Questions related to agenda
itemsThe shareholders shall have the right to present to
the Company in advance in writing questions related to the agenda
of the Meeting, by providing the shareholder’s personal
identification number and consent to process personal data –
personal identification number in the letter which should be sent
to the Company via registered mail or delivered against signature.
The Company undertakes to respond if the questions are received not
later than 3 business days prior to the general meeting of
shareholders. Responses of a general character shall be posted on
the Company’s website www.novaturasgroup.com on the menu item “For
investors”.
Participation and votingA
shareholder or a person authorised by him/her/it shall have a right
to vote in writing in advance by filling in the general ballot
paper. Upon shareholder’s request, the Company, not later than 10
days before the Meeting, shall send the general ballot paper by
registered mail free of charge. The general ballot paper is also
provided on the Company’s website at www.novaturasgroup.com on the
menu item “For investors”. The filled-in general ballot paper and
the document confirming the voting right (if any) must be submitted
to the Company via registered mail or providing them against
signature at the address of the registered office of the Company
indicated in the notice and received by the Company not later than
at 16:00 of the last business day prior to the Meeting. The
filled-in and verified by e-signature general ballot paper is send
to e-mail shareholder@novaturas.lt.
In the repeated general meeting of shareholders,
the general voting ballots of the meeting that did not take place
are valid, there is no need to fill them in again.
The Company is not providing the possibility to
attend and vote at the meeting through electronic means of
communication.
Authorisations
A person participating in the repeated Meeting and having the
right to vote must present a document certifying his/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
general meeting of shareholders.
Each shareholder shall have a right in the manner established by
the laws to authorise other (natural or legal) person to attend and
vote at the general meeting of shareholders on his/her/its behalf.
The authorized person must provide a power of attorney certified in
the manner established by laws. A power of attorney issued in a
foreign state must be translated into Lithuanian and legalised in
the manner established by laws.
Shareholder shall also have the right to authorize through
electronic communication channels another person (natural or legal)
to participate and vote in the repeated Meeting on shareholder’s
behalf. Such authorization may not be approved by the notary
public. The power of attorney issued through electronic
communication channels must be confirmed by the shareholder with a
safe electronic signature developed by safe signature equipment and
approved by a qualified certificate effective in the Republic of
Lithuania. The shareholder must inform the Company on the power of
attorney issued through electronic communication channels via
e-mail shareholder@novaturas.lt not later than until 16.00 p.m. of
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 the electronic
signature.
The Company does not establish a special form of power of
attorney.
Attached:
- Meeting agenda and draft
decisions.
- General voting ballot.
- Company’s financial statements of
the year 2023.
- Company’s Board activity report for
2023.
- Company’s Board activity plan for
2024.
- Essential terms of the contract
regarding the activity of the member of the Audit and Risk
Committee of the Company.
Contacts:
Vaidrius Verikas
CFO
J. Jasinskio str. 16C, Vilnius, LithuaniaTel.
+370 646 43758Tel. +370 614 44228 (Head of Legal)
E-mail: shareholder@novaturas.lt
- abnovaturas-2023-12-31-en
- Novaturas AB - Opinion 23 Conso (EN) esigned 20240430
- 2024 Meeting agenda and draft decisions ENG_Repeated
- 2024 Voting ballot Novaturas ENG_Pakartotinis
- Board activity plan for 2024_EN
- Esmines AK nario salygos LT-EN
- Valdybos atskaita uz 2023 metus_FINAL EN