Regarding convocation of the general meeting of shareholders of Public limited liability company “Novaturas”

February 17, 2021 3:42 AM EST

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On March 12, 2021, the 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), is being convened (the Meeting) upon the initiative and decision of the board of the Company.
 
The place of the Meeting – premises of Vilnius branch of Public limited liability company “Novaturas”, address: J. Jasinskio str. 16, Vilnius, the Republic of Lithuania. The Meeting commences at 10 a.m. (registration starts at 9 a.m. and ends at 9.45 a.m.).
 
Please note that on the day of publication of this announcement, due to the COVID-19 pandemic, a quarantine has been announced in the territory of the Republic of Lithuania by the Government (the Quarantine), which includes a ban on organizing all events and gatherings in open and closed spaces. Quarantine is currently set until February 28, 2021, 12:00 p.m. (midnight). In the event that Quarantine and the aforementioned restrictions on organizing events and gatherings will still be in force, shareholders and their representatives will not be given the opportunity to come and participate in the Meeting in person. In this case, shareholders and their representatives will be given the opportunity to participate and vote at the Meeting in the way allowed by law and permitted in such circumstances – to vote in advance in writing by filling in the general ballot paper and submitting it to the Company prior to the day of the Meeting at Vilnius branch, address J. Jasinskio str. 16, Vilnius, the Republic of Lithuania.
 
The Meeting’s accounting day – March 4, 2021. 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.
 
The Board of the Company initiates and convenes the Meeting, which on 17 February 2021 has approved the following agenda of the Meeting:
 
  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.
Draft decision proposed:
 
  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. 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. 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.
 
  1. 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.
 
  1. 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.
  1. 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.
 
  1. 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.
 
  1. 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.
 
  1. Election of the auditor of the Company.
Draft decision proposed:
  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).
 
  1. 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.
  1. Authorisation to implement the adopted decisions.
 
Draft decision proposed:
 
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.
The total number of the Company’s shares with the nominal value of EUR 0.03 each and the number of shares granting voting rights during the general meeting of shareholders is the same and amounts to 7,807,000.
ISIN code of the Company’s shares – LT0000131872.
 
A person attending the general meeting of shareholders and having a right to vote must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her/its 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. At the general meeting of shareholders an authorised person shall have the same rights as would be held by the shareholder represented by him/her/it unless the authorized person’s rights are limited by the power of attorney or by laws. 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.
 
The Company does not establish a special form of power of attorney.
 
Shareholder shall have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the 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 tomas.staskunas@novaturas.lt not later than until 12.00 a.m. (noon) 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 but not the letter sent via e-mail. By submitting the notification to the Company, the shareholder must include the internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder.
 
A 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 general 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 on the last business day prior to the meeting.
 
The Company is not providing the possibility to attend and vote at the meeting through electronic means of communication.
 
The shareholders holding shares that grant at least 1/20 of all votes shall have the right to propose to supplement the agenda. Draft decisions on the proposed agenda items must be submitted together with the proposal or, if the decisions do not need to be adopted, explanations on each proposed item of agenda of the general meeting of shareholders must be presented. Proposal to supplement the agenda must be presented to the Company via registered mail or by providing it against signature at the address of the registered office of the Company indicated in the notice. The agenda will be supplemented if the proposal is received not later than 14 days before the general meeting of shareholders.
 
Each shareholder 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 supervisory council of the Company (if elected). The proposed draft decisions must be presented to the Company in writing via registered mail or by providing them against signature at the address of the Company indicated in the notice.
 
The shareholders shall have the right to present to the Company in advance and 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”. The Company will not respond personally to the shareholder if the respective information is posted on the Company’s website.
 
By arriving at public limited liability company “Novaturas”, address at A. Mickevičiaus str. 27, Kaunas, or by visiting the Company’s website at www.novaturasgroup.com on the menu item “For investors”, the shareholders may get familiarised with the documents possessed by the Company related to the agenda of the Meeting, including notice on convocation of the Meeting, information about the total number of the Company’s shares and the number of shares granting voting rights during the general meeting of shareholders, draft resolutions and other documents being submitted to the general meeting of shareholders, as well as to obtain information regarding exercise of the shareholder’s rights.
Attached:
 
  1. 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” date 17 February 2021;
  1. General voting ballot.
 
 
 
 
Contacts:
Tomas Staškūnas
CFO
A. Mickevičiaus str. 27, LT-44245 Kaunas, Lithuania
Tel. +370 37 750856, mob. +370 687 10426
fax. +370 37 321130
E-mail: tomas.staskunas@novaturas.lt

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