General meeting of shareholders
Update: Regarding alternative draft decision on agenda item 3 of the general meeting of shareholders, to be held 28 September 2018, related to allocation of interim dividends
AB “Novaturas” (the “Company”) informs that on 21 September 2018, the Company prolonged until 31 December 2020 the financial agreement with Luminor bank. This is 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, as indicated in the notification on material event, dated 28 August 2018 regarding cancellation of the extraordinary general meeting of shareholders of the Company to be held on 5 September 2018 and convocation of a new extraordinary general meeting of shareholders on 28 September 2018. As indicated in the above notification, prolonged negotiations on this agreement was the reason, why the general meeting of shareholders of the Company was moved to 28 September 2018.
Moreover, the Company notes that as reported by it in the material event notification of 17 September 2018, cumulative turnover of the Company during the period from January to August 2018 was 35% higher compared to the same period in 2017. The Company would also like to note, however, that because of the lower interest in last minutes sales due to unexpectedly hot weather in the Baltics during the summer season, the Company had to observe pressure on its gross profitability, especially in Q3 2018. In any case, the cash flow situation of the Company is stable, the Company expects that it will be profitable in the third quarter and the Company has sufficient amount of cash to pay dividends in an amount of EUR 0.77 per share, i.e. approximately EUR 6 million in total, as proposed by the Board of the Company on 9 August 2018, when calling the Extraordinary General Meeting of Shareholders of the Company, dated 5 September 2018 (the meeting was rescheduled later to 28 September 2018, the “General Meeting”).
In addition to that, the Company became aware of potential difficulties of one of its supplier’s. The Company is closely monitoring this situation. However, taking this into consideration, the Board of the Company held a Board meeting on 24 September 2018.
Disregarding the fact that the Company works with this supplier, which may face potential difficulties, the Company seeks to manage possible risks properly and to be ready for any possible scenarios, if these potential difficulties materialise.
Taking into consideration the above, the Board of the Company as a pre-cautious measure decided to propose to the General Meeting an alternative draft decision on agenda item 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), i.e. to allocate the dividends for the period of six months ended on 30 June 2018 in the amount of EUR 0.52 per share (EUR 4.06 million in total). The Board of the Company also confirmed its intention to recommend to pay out the remaining part of the dividends, i.e. EUR 0.25 per share (EUR 1.95 million in total) once the situation with the Company’s supplier clarifies. The Board also applied to the Supervisory Council of the Company on provision of its opinion on this alterative draft decision and scenario. Thus, it is proposed to the General Meeting to be held on 28 September 2018 the alternative draft decision on agenda item 3 (general ballot paper, which also includes this alternative draft decision is attached as annex to this notification):
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
Taking into account the information received by public limited liability company “Novaturas” about the potential difficulties of one of the suppliers of public limited liability company “Novaturas”, and the necessity to create financial buffer for management of this possible situation, to allocate smaller dividends for shareholders of public limited liability company “Novaturas” in the amount of EUR 0.52 per share of public limited liability company “Novaturas” for the period of six months ended on 30 June 2018 and to postpone the decision of the question regarding payment of the remaining part of dividends until the situation with the supplier of public limited liability company “Novaturas” clarifies.
Updated general ballot paper.
The person authorized to provide additional information:
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