Regarding convocation of Extraordinary General Meeting of Shareholders of Public limited liability company “Novaturas”On 5 September 2018 the Extraordinary General Meeting of Shareholders of Public limited liability company “Novaturas”, code 135567698, registered at A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania (hereinafter, the “Company”), is being convened (hereinafter, the “Meeting”) upon the initiative and decision of Board of the Company.
The place of the Meeting – hotel Radisson Blu Hotel Lietuva, conference centre (Konstitucijos ave. 20, Vilnius). The Meeting commences at 9.30 a.m. (registration starts at 8.30 a.m. and ends at 9.15 a.m.). The meeting of the Board was convened in accordance with request of the Shareholder Central European Tour Operator S.a.r.l., personal code B133714, registered address at L-1653 Luxembourg 2, avenue Charles de Gaulle which holds 3,700,874 ordinary registered shares of the Company, which constitute 47.4% of all the shares issued by the Company and votes carried thereby in the General Meeting of Shareholders of the Company (hereinafter – the Shareholder), dated 8 August 2018, to convene the Extraordinary General Meeting of Shareholders. The purpose of the Extraordinary General Meeting of Shareholders is to pay dividends for the period shorter than the usual financial year. The Meeting’s accounting day – 29 August 2018. The persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the Meeting. The Board of the Company initiates and convenes the Meeting, which on 9 August 2018 approved the following agenda of the Meeting: Agenda of the meeting: - Announcement of Interim Report of Public limited liability company “Novaturas“ for the period of six months as of the end of 30 June 2018.
Draft decision proposed: “The Interim Report of Public limited liability company “Novaturas“ for the period of six months as of the end of 30 June 2018, was announced for the Shareholders of the Company. The decision is not adopted on this matter of the agenda." - Approval of the set of audited interim financial statements for the period shorter than financial year as of the end of 30 June 2018.
Draft decision proposed: "Approve the set of Interim Financial Statements of Public limited liability company “Novaturas“ for the period of six months as of the end of 30 June 2018 audited by UAB „DELOITTE LIETUVA”, the Company‘s auditor.“ - The allocation of dividends for shareholders of Public limited liability company “Novaturas“ for the period shorter than financial year as of the end of 30 June 2018.
Draft decision proposed: "Considering the fact that all conditions for the allocation of dividends for a period shorter than the financial year set out in Paragraph 5 of Article 601 of the Law on Companies of the Republic of Lithuania are fulfilled, to approve for Shareholders of Public limited liability company “Novaturas” the allocation of dividends in the amount of 0.77 EUR per share of Public limited liability company for the period of six months as of the end of 30 June 2018." - Election of the auditor for the performance of audit services for annual financial statements of the companies of the group of the Company and determination of the conditions of audits services for the 2018 – 2019 period.
Draft decision proposed: “To elect auditor UAB „DELOITTE LIETUVA” for the performance of audit of annual financial statements of the companies of the group of the Company for 2018 and 2019 and determine that the payment for the performance of the audit services shall not be paid more than EUR 85,000 excluding VAT in 2018 and EUR 95,000 excluding VAT in 2019.” The right to receive dividends will only apply to those, who are shareholders of Public limited liability company “Novaturas” at the end of 19 September 2018. In accordance with Article 60 Item 5 of the Company Law of the Republic of Lithuania the Company will pay allocated dividends not later than within one month from the day of the adoption of a decision on the allocation of dividends.
The total number of the Company’s shares of EUR 0.03 par value 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 is LT0000131872.
The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication means.
Draft resolutions on agenda issues, documents to be submitted to the Meeting and other information related to the exercising of the shareholders’ rights are available on the website of the Company www.novaturasgroup.com on the menu item “For investors”. This information will also be available for the shareholders at the head office of the Company (A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania) on business days from 8 a.m. till 4 p.m.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the draft resolution on each additionally proposed issue or in case no resolution is required – the relevant explanation. The proposals to supplement the agenda shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days or by sending them to its registered mail address, A. Mickevičiaus st. 27, LT-44245 Kaunas, the Republic of Lithuania. The proposals submitted via e-mail shall be sent to tomas.staskunas@novaturas.lt. The proposals to supplement the agenda with the additional issues shall be received in the Company till 22 August 2018, 4 p.m. In case the agenda of the Meeting is supplemented the Company will notify on it no later than 10 days before the Meeting in the same manner as on convening of the Meeting.
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 of proposing draft resolutions on the issues already included or to be included in the agenda of the general meeting of shareholders, as well as the additional candidates to the members of the Supervisory Council of the Company (if elected). The proposed draft decisions must be presented in writing sending them by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice.
The shareholders shall have the right to present questions related to the issues of the agenda of the Meeting to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via electronic mail to tomas.staskunas@novaturas.lt. The Company undertakes to respond to the submitted questions via electronic mail till the Meeting’s day, except the questions related to the Company’s commercial (industrial) secret, confidential information, as well as if the questions will be received in the Company later than 3 business days before the Meeting.
Responses of a general character shall be posted on the Company’s website www.novaturasgroup.com. The Company will not respond personally to the shareholder if the respective information is posted on the Company’s website.
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 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, 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.
Shareholder shall also have the right to authorize through electronic communication means another person (natural or legal) to participate and vote in the Meeting on shareholder’s behalf. Such authorization shall not be confirmed by the notary public. The power of attorney issued through electronic communication means 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 shall inform the Company on the power of attorney issued through electronic communication means by e-mail tomas.staskunas@novaturas.lt no later than on the last business day before the Meeting by 4:00 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the electronic signature but not the letters sent via e-mail. By submitting the notification to the Company the shareholder shall include the Internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder.
Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The form of a general ballot paper is provided on the Company’s website www.novaturasgroup.com on the menu item “For investors”. Upon a written shareholder’s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder’s authorized representative, such person together with the filled ballot paper shall submit the document confirming the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by its registered mail address, A. Mickevičiaus st. 27, LT-44245 Kaunas, the Republic of Lithuania, or by submitting it to the Company. Valid will be dully filled-in ballot papers, received in the Company until the Meeting.
Attached: - General voting ballot;
- Interim financial statements with Interim Report.
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