Novaturas
General meeting of shareholders

Update: Regarding cancellation of the extraordinary general meeting of shareholders of AB NOVATURAS to be held on 5 September 2018 and convocation of a new extraordinary general meeting of shareholders on 28 September 2018

The Board of public limited liability company NOVATURAS, legal entity code 135567698, registered at A. Mickevičiaus St. 27, Kaunas, the Republic of Lithuania (the “Company”), decided to cancel the extraordinary general meeting of shareholders to be held on 5 September 2018 at 9.30 and to convene a new extraordinary general meeting of shareholders on 28 September 2018 at 9.30 (the “Meeting”).

The venue of the Meeting is hotel Radisson Blu Hotel Lietuva, Conference Centre (Konstitucijos Ave. 20, Vilnius), the Meeting commences at 9.30 a.m. (registration of shareholders starts at 8.30 a.m. and ends at 9.15 a.m.).

The date of the extraordinary general meeting of shareholders has been postponed taking into account the recommendation of the Supervisory Council of the Company as well as approval to postpone the extraordinary general meeting of shareholders and the new request of the Company’s shareholder Central European Tour Operator S.a.r.l, on whose initiative the extraordinary general meeting of shareholders of the Company was convened on 5 September 2018. The Company will not manage to finish annual negotiations and sign the agreement, which is concluded each year with bank for granting of a short-term loan, which is intended to partially finance the Company’s working capital in 2019, before the extraordinary general meeting of shareholders of the Company to be held on 5 September 2018. Therefore, the Supervisory Council recommended to the Board of the Company, upon obtaining an approval of the shareholder of the Company, who initiated the convocation of the extraordinary general meeting of shareholders on 5 September 2018 regarding payment of dividend for a period shorter than a financial year to postpone the extraordinary general meeting of shareholders of the Company convened on 5 September 2018 to a later date after the date of signing the planned agreement for the short-term loan.

The specified purpose of the extraordinary general meeting of shareholders of the Company is to propose to allocate dividends for shareholders of the Company for a period shorter than a financial year.

The record date of the Meeting is 21 September 2018. The persons who are shareholders of the Company at the end of the record date of the general meeting of shareholders of the Company or persons authorized by them, or the persons with whom shareholders concluded agreements on the transfer of voting right, will have the right to attend and vote at the Meeting.

The Meeting is initiated and convened by the Board of the Company, which on 29 August 2018 approved the same following agenda of the Meeting as that of the extraordinary general meeting of the shareholders to be convened on 5 September 2018:

1. Announcement of the Interim Report of public limited liability company Novaturas for the period of six months ended on 30 June 2018.

Draft decision proposed:

“The Interim Report of public limited liability company Novaturas for the period of six months ended on 30 June 2018 has been announced for the shareholders of the Company. No decision is to be adopted on this matter of the agenda.”

2. Approval of the set of audited interim financial statements of the Company for a period shorter than a financial year ended on 30 June 2018.

Draft decision proposed:

“To approve the set of interim financial statements of public limited liability company Novaturas for the period of six months ended on 30 June 2018 audited by UAB DELOITTE LIETUVA, the Company’s auditor.”

3. The allocation of dividends for shareholders of public limited liability company Novaturas for a period shorter than a financial year ended on 30 June 2018.

Draft decision proposed:

“Considering the fact that all conditions for the allocation of dividends for a period shorter than a financial year set out in paragraph 5 of Article 60¹ of the Law on Companies of the Republic of Lithuania are fulfilled, to allocate dividends for shareholders of public limited liability company Novaturas in the amount of EUR 0.77 per share of public limited liability company Novaturas for the period of six months ended on 30 June 2018.”

4. Election of the auditor for the performance of the audit of the set of annual financial statements of the Company group and determination of the conditions of audit services for the period of 2018–2019.

Draft decision proposed:

“To elect audit firm UAB DELOITTE LIETUVA for the performance of audit of annual financial statements of the Company group for 2018 and 2019 and to determine that the payment for the performance of the services of the Company’s audit will be no more than EUR 85,000, the VAT excl., for 2018 and no more than EUR 95,000, the VAT excl., for 2019.”

Public limited liability company Novaturas notes that the right to receive dividends lies only with those persons who are shareholders of the Company at the end of the record date of the shareholders’ rights, i.e. at the end of 12 October 2018, and dividend will be paid to such persons in accordance with paragraph 5 of Article 60 of the Law on Companies of the Republic of Lithuania, i.e. within 1 (one) month from the day of the adoption of the decision on the allocation of dividends.

The total number of the Company’s shares with the par 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 is LT0000131872.

The Company will not provide a possibility to participate and vote in the Meeting by means of electronic communication.

Draft decisions on the Meeting agenda matters, documents to be submitted to the Meeting and information related to the exercise 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 to shareholders at the registered 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 have the right of proposing to supplement the agenda of the Meeting by providing a draft decision of the general meeting of shareholders on each additionally proposed matter or in case no decision is required – a relevant explanation. The proposals to supplement the agenda must be submitted in writing or by e-mail. The proposals must be presented in writing to the Company on business days or must be sent by registered mail at the Company’s address A. Mickevičiaus St. 27, LT-44245 Kaunas, the Republic of Lithuania. The proposals submitted by e-mail must be sent to tomas.staskunas@novaturas.lt. The proposals to supplement the agenda with additional matters must be received in the Company by 14 September 2018, 4 p.m. In case the agenda of the Meeting is supplemented, the Company will notify shareholders about it no later than 10 days before the Meeting in the same manner as when notifying on convocation 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 general meeting of shareholders, has the right of proposing new draft decisions on the matters already included or to be included in the agenda of the general meeting of shareholders. The proposed draft decisions must be presented in writing delivering them against signature to the Company or sending them by registered mail at the address of the registered office of the Company indicated in the notification.

The shareholders have the right to present questions related to the matters on the agenda of the Meeting to the Company in advance in writing. Questions can be presented to the Company in writing at A. Mickevičiaus St. 27, LT-44245 Kaunas, the Republic of Lithuania, or by e-mail to tomas.staskunas@novaturas.lt no later than 3 business days before the Meeting. The Company will answer the submitted questions by e-mail before the Meeting, except for the questions related to the Company’s commercial (industrial) secret, confidential information, as well as if the questions are received in the Company later than 3 business days before the Meeting.

Answers of general character will be posted on the Company’s website www.novaturasgroup.com.  The Company will not respond to a shareholder, who has asked a question, personally if the respective information is posted on the Company’s website.

Each shareholder has a right, in the manner established by the laws, to authorise another (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 (proxy) will have the same rights as would be held by the shareholder represented by him/her, unless the proxy’s rights are limited by the power of attorney issued to him/her or by laws. The proxy 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.

A shareholder also has the right to authorize, through electronic communication means, another natural or legal person to participate and vote in the Meeting on the shareholder’s behalf. Such authorization does not need to be notarised. The power of attorney issued through electronic communication means must be confirmed by the shareholder with his/her electronic signature created by the secure signature formation software and certified by a qualified certificate effective in the Republic of Lithuania. The shareholder must inform the Company of the power of attorney issued through electronic communication means by e-mail tomas.staskunas@novaturas.lt no later than by 4:00 p.m. on the last business day before the Meeting. The power of attorney and the notification must be in writing. It is the power of attorney and the notification to the Company that must be signed with the electronic signature, but not a letter sent by e-mail. By submitting a notification to the Company, the shareholder must indicate the Internet address from which it is possible to download free of charge software to verify the electronic signature of the shareholder. The Company has not approved a special form of the power of attorney for the general meeting of shareholders.

Each shareholder or proxy thereof has the right to cast his/her vote in advance in writing by filling out a general ballot paper. The form of the 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 will send a general ballot paper by registered mail or deliver it in person against signature. The filled general ballot paper must be signed by the shareholder or his/her proxy. In case the general ballot paper is signed by the shareholder’s proxy, it must be presented along with the document confirming the right to vote. The filled general ballot paper with enclosed documents (if required) must be submitted to the Company by registered mail at A. Mickevičiaus St. 27, LT-44245 Kaunas, the Republic of Lithuania, or delivering it to the Company in person. Dully filled ballot papers, received in the Company before the Meeting, will be considered valid.
Enclosed:

1. General ballot paper;
2. Set of audited interim financial statements with the Interim Report.

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