NOVATURAS: strona spółki
12.06.2026, 14:09
NTU Decisions of the Repeated Annual General Meeting of Shareholders of AB “Novaturas
On 12 June 2026 a Repeated Annual General Meeting of Shareholders (hereinafter – the Repeated Meeting) of AB Novaturas, code 135567698, with its registered office at A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania (hereinafter – the Company) took place.
The Repeated Meeting adopted the following decisions: 1. The Company’s consolidated management report for 2025. No decision has been taken on this item. 2. The independent auditor’s report on the Company’s audited annual financial statements and the Company’s consolidated financial statements for 2025. No decision has been taken on this item. 3. Approval of the Company’s audited annual financial statements and the Company’s consolidated financial statements for 2025. To approve the Company’s audited annual financial statements and the Company's consolidated financial statements for the year ended 31 December 2025. 4. Consent to the Company’s remuneration report. To consent to the Company’s remuneration report, which is presented as a part of the Company's consolidated management report for 2025. 5. Distribution of the Company’s profit (loss) for 2025. To approve the distribution of the Company’s profit (loss) for the year 2025 according to the draft of profit (loss) distribution presented for the Annual General Meeting of Shareholders (attached). 6. Increase of the authorised capital of the Company. 6.1. To increase the authorised capital of the Company with additional contributions of shareholders from EUR 234,210 to EUR 675,386.46, by issuing no more than 14,705,882 ordinary registered shares with a nominal value of EUR 0.03 par value each (hereinafter - the New Shares). 6.2. Taking into consideration the average weighted market price of the Company’s shares on AB Nasdaq Vilnius and on the Warsaw Stock exchange (the price, which was paid on this exchange in Polish Zlotys, converting into euro under the exchange rates of these currencies announced by the Bank of Lithuania, dated 11 May 2026) for 3 months until 12 May 2026 (not taking into consideration (not including) the average weighted market price of this date), which is EUR 0.97, as well as aiming to successfully raise the funds during this offering to shareholders of the Company, to establish the issue price of the New Shares, based on this average weighted market price and giving a 30% of discount thereto, i. e., to establish that the issue price of each of the New Shares shall be EUR 0.68. 6.3. If not all the New Shares are subscribed for within the period intended for subscription of the New Shares, the authorized capital of the Company shall be increased by the amount of nominal values of the New Shares subscribed for, subject to the condition that the New Shares for at least EUR 7,000,000 shall be subscribed. In this case the Board shall be commissioned and authorised to adopt the respective decision, establishing that the increase of the authorized capital of the Company upon signing of not all the New Shares shall be deemed effected and the authorised capital of the Company shall be increased by the amount of nominal values of the New Shares subscribed for. In case within the period intended for subscription, the New Shares for less than EUR 7,000,000 shall be subscribed, the Board shall be commissioned and authorised to terminate the procedure of increase of the authorised capital of the Company. 6.4. To delegate to the Board of the Company to draft and establish the detailed conditions and procedure of subscription, payment and allocation of the New Shares, which will have to ensure, among other, that the New Shares will be first allocated to persons who shall be shareholders of the Company at the close of the accounting day of this general meeting of shareholders of the Company (or of the repeated general meeting of shareholders, if the meeting being convened shall not have quorum) (i.e., the 5th business day before the day of this meeting (or before the repeated meeting)) in proportion to the number of the shares owned by them at that day (hereinafter - the Existing Shareholders) (in order to ensure that the Existing Shareholders who want, are not diluted with their shareholdings as a result of this capital increase) and determining that the biggest shareholder of the Company, Mr Neset Kockar, shall be entitled to subscribe for all the New Shares, which will not be subscribed by the Existing Shareholders under the indicated order (or part thereof at his discretion), and other conditions of offering the New Shares that have not been discussed in this resolution of the general meeting of shareholders (including, without limitation, the procedure of provision of subscription orders, final number of the issued New Shares, etc.). Taking into consideration that the intended public offer of New Shares complies with the conditions, foreseen in Articles 1(4)(db) and 1(5)(ba) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council, when for the public offer of shares and introduction to trading thereof, document, drafted under Annex IX of the Regulation (hereinafter - the Offering Document) may be used, to commission and authorise the Board of the Company, among other, to draft and approve an Offering Document for the offering of the New Shares to shareholders of the Company in Lithuania, Latvia, Estonia and Poland and for introduction thereof to trading on regulated markets AB Nasdaq Vilnius and Warsaw Stock Exchange in compliance with this decision and applicable legislation. 7. Revocation of the pre-emptive right of the Company’s shareholders to acquire newly issued shares of the Company. The decision to revoke the pre-emptive rights of the Company’s shareholders to acquire newly issued shares was not adopted. 8. Amendment of the Articles of Association of the Company. 8.1. To amend Articles 4.1 and 4.2 of the Company’s Articles of Association and restate them as follows: “4.1. The authorised capital of the Company shall be EUR 675,386.46 EUR (six hundred seventy-five thousand three hundred eighty-six euro and 46 cents).” “4.2. Number of shares: 22,512,882 (twenty-two million five hundred twelve thousand eight hundred eighty-two) ordinary registered shares (hereinafter one ordinary registered share of the Company - the Share).” 8.2. Taking into account the decisions adopted above, the amendments to the Law on Companies of the Republic of Lithuania that entered into force after the registration of the latest version of the Company’s Articles of Association, as well as other amendments presented in the draft amended Articles of Association, to amend the Company’s Articles of Association, approve their new wording (attached) and to authorise the Manager of the Company to sign these Articles of Association. 8.3. If not all the New Shares are subscribed for during the intended share subscription period and the Board of the Company decides to consider that the increase of the authorised capital of the Company has still taken place, taking into consideration the conditions, established in decision 6.3 of this general meeting of shareholders, the Board of the Company will amend the amount of the authorised capital and the number of shares indicated in the Articles of Association of the Company accordingly. 9. 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. After increase of the authorised capital of the Company, to initiate the admission to listing and trading of the New Shares of the Company on the regulated markets of AB Nasdaq Vilnius and Warsaw Stock Exchange and authorize the Manager of the Company to perform any corresponding actions in relation thereto. The Chairman of the Repeated Meeting and representatives of the Company informed the Company’s shareholders that taking into consideration that the Repeated Meeting approved all resolutions proposed by the Company’s Board regarding the increase of the Company’s authorized capital, the necessary amendments to the Company’s Articles of Association, the issuance of New Shares and their admission to trading on the regulated markets (resolutions on agenda items 6, 8, and 9 of the Repeated Meeting), however, no resolution was adopted regarding the revocation of the Company’s shareholders’ pre-emptive right to acquire the New Shares (resolution on agenda item 7 of the Repeated Meeting), in this case Articles 15(1)(4) and 15(2) of the Law on Companies of the Republic of Lithuania will have to be applied, according to which the pre-emptive right to acquire the Company’s New Shares issued by the Company shall be held by persons who will be shareholders of the Company at the end of the rights record date (tenth business day following the conclusion of the Repeated Meeting that adopted the relevant resolution, i. e., 29 June 2026). 10. Approval of additional remuneration for the Chairman of the Company's Board. Taking into account the scope of work related to the activities of the Company’s Board, to grant the Chairman of the Company’s Board, Gediminas Almantas, an additional one-time remuneration in the amount of EUR 29,000 (excluding applicable taxes) for the performance of Board member duties for the period from 16 July 2025 until the date of adoption of this decision.
The Repeated Meeting adopted the following decisions: 1. The Company’s consolidated management report for 2025. No decision has been taken on this item. 2. The independent auditor’s report on the Company’s audited annual financial statements and the Company’s consolidated financial statements for 2025. No decision has been taken on this item. 3. Approval of the Company’s audited annual financial statements and the Company’s consolidated financial statements for 2025. To approve the Company’s audited annual financial statements and the Company's consolidated financial statements for the year ended 31 December 2025. 4. Consent to the Company’s remuneration report. To consent to the Company’s remuneration report, which is presented as a part of the Company's consolidated management report for 2025. 5. Distribution of the Company’s profit (loss) for 2025. To approve the distribution of the Company’s profit (loss) for the year 2025 according to the draft of profit (loss) distribution presented for the Annual General Meeting of Shareholders (attached). 6. Increase of the authorised capital of the Company. 6.1. To increase the authorised capital of the Company with additional contributions of shareholders from EUR 234,210 to EUR 675,386.46, by issuing no more than 14,705,882 ordinary registered shares with a nominal value of EUR 0.03 par value each (hereinafter - the New Shares). 6.2. Taking into consideration the average weighted market price of the Company’s shares on AB Nasdaq Vilnius and on the Warsaw Stock exchange (the price, which was paid on this exchange in Polish Zlotys, converting into euro under the exchange rates of these currencies announced by the Bank of Lithuania, dated 11 May 2026) for 3 months until 12 May 2026 (not taking into consideration (not including) the average weighted market price of this date), which is EUR 0.97, as well as aiming to successfully raise the funds during this offering to shareholders of the Company, to establish the issue price of the New Shares, based on this average weighted market price and giving a 30% of discount thereto, i. e., to establish that the issue price of each of the New Shares shall be EUR 0.68. 6.3. If not all the New Shares are subscribed for within the period intended for subscription of the New Shares, the authorized capital of the Company shall be increased by the amount of nominal values of the New Shares subscribed for, subject to the condition that the New Shares for at least EUR 7,000,000 shall be subscribed. In this case the Board shall be commissioned and authorised to adopt the respective decision, establishing that the increase of the authorized capital of the Company upon signing of not all the New Shares shall be deemed effected and the authorised capital of the Company shall be increased by the amount of nominal values of the New Shares subscribed for. In case within the period intended for subscription, the New Shares for less than EUR 7,000,000 shall be subscribed, the Board shall be commissioned and authorised to terminate the procedure of increase of the authorised capital of the Company. 6.4. To delegate to the Board of the Company to draft and establish the detailed conditions and procedure of subscription, payment and allocation of the New Shares, which will have to ensure, among other, that the New Shares will be first allocated to persons who shall be shareholders of the Company at the close of the accounting day of this general meeting of shareholders of the Company (or of the repeated general meeting of shareholders, if the meeting being convened shall not have quorum) (i.e., the 5th business day before the day of this meeting (or before the repeated meeting)) in proportion to the number of the shares owned by them at that day (hereinafter - the Existing Shareholders) (in order to ensure that the Existing Shareholders who want, are not diluted with their shareholdings as a result of this capital increase) and determining that the biggest shareholder of the Company, Mr Neset Kockar, shall be entitled to subscribe for all the New Shares, which will not be subscribed by the Existing Shareholders under the indicated order (or part thereof at his discretion), and other conditions of offering the New Shares that have not been discussed in this resolution of the general meeting of shareholders (including, without limitation, the procedure of provision of subscription orders, final number of the issued New Shares, etc.). Taking into consideration that the intended public offer of New Shares complies with the conditions, foreseen in Articles 1(4)(db) and 1(5)(ba) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council, when for the public offer of shares and introduction to trading thereof, document, drafted under Annex IX of the Regulation (hereinafter - the Offering Document) may be used, to commission and authorise the Board of the Company, among other, to draft and approve an Offering Document for the offering of the New Shares to shareholders of the Company in Lithuania, Latvia, Estonia and Poland and for introduction thereof to trading on regulated markets AB Nasdaq Vilnius and Warsaw Stock Exchange in compliance with this decision and applicable legislation. 7. Revocation of the pre-emptive right of the Company’s shareholders to acquire newly issued shares of the Company. The decision to revoke the pre-emptive rights of the Company’s shareholders to acquire newly issued shares was not adopted. 8. Amendment of the Articles of Association of the Company. 8.1. To amend Articles 4.1 and 4.2 of the Company’s Articles of Association and restate them as follows: “4.1. The authorised capital of the Company shall be EUR 675,386.46 EUR (six hundred seventy-five thousand three hundred eighty-six euro and 46 cents).” “4.2. Number of shares: 22,512,882 (twenty-two million five hundred twelve thousand eight hundred eighty-two) ordinary registered shares (hereinafter one ordinary registered share of the Company - the Share).” 8.2. Taking into account the decisions adopted above, the amendments to the Law on Companies of the Republic of Lithuania that entered into force after the registration of the latest version of the Company’s Articles of Association, as well as other amendments presented in the draft amended Articles of Association, to amend the Company’s Articles of Association, approve their new wording (attached) and to authorise the Manager of the Company to sign these Articles of Association. 8.3. If not all the New Shares are subscribed for during the intended share subscription period and the Board of the Company decides to consider that the increase of the authorised capital of the Company has still taken place, taking into consideration the conditions, established in decision 6.3 of this general meeting of shareholders, the Board of the Company will amend the amount of the authorised capital and the number of shares indicated in the Articles of Association of the Company accordingly. 9. 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. After increase of the authorised capital of the Company, to initiate the admission to listing and trading of the New Shares of the Company on the regulated markets of AB Nasdaq Vilnius and Warsaw Stock Exchange and authorize the Manager of the Company to perform any corresponding actions in relation thereto. The Chairman of the Repeated Meeting and representatives of the Company informed the Company’s shareholders that taking into consideration that the Repeated Meeting approved all resolutions proposed by the Company’s Board regarding the increase of the Company’s authorized capital, the necessary amendments to the Company’s Articles of Association, the issuance of New Shares and their admission to trading on the regulated markets (resolutions on agenda items 6, 8, and 9 of the Repeated Meeting), however, no resolution was adopted regarding the revocation of the Company’s shareholders’ pre-emptive right to acquire the New Shares (resolution on agenda item 7 of the Repeated Meeting), in this case Articles 15(1)(4) and 15(2) of the Law on Companies of the Republic of Lithuania will have to be applied, according to which the pre-emptive right to acquire the Company’s New Shares issued by the Company shall be held by persons who will be shareholders of the Company at the end of the rights record date (tenth business day following the conclusion of the Repeated Meeting that adopted the relevant resolution, i. e., 29 June 2026). 10. Approval of additional remuneration for the Chairman of the Company's Board. Taking into account the scope of work related to the activities of the Company’s Board, to grant the Chairman of the Company’s Board, Gediminas Almantas, an additional one-time remuneration in the amount of EUR 29,000 (excluding applicable taxes) for the performance of Board member duties for the period from 16 July 2025 until the date of adoption of this decision.