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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.
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UNI-EN: Decisions of the Repeated Annual General Meeting of Shareholders of AB "Novaturas
