In 2024 June 7 a repeated ordinary general meeting of shareholders of the joint-stock company "Novaturas" (hereinafter - the Company) took place (hereinafter - the Meeting). The meeting was attended by shareholders controlling 3,759,341 share units, which accounted for 48.5% of the total number of voting shares of the Company (the Company has issued a total of 7,807,000 shares, out of which the Company has purchased 55,997 of its own shares, which do not entitle the Company to vote at the Meeting). One voting share entitles its holder to one vote. The repeated Meeting does not require a quorum, so the Meeting can make decisions and is considered to have taken place.
The following decisions were made during the Meeting:
1. Consolidated Annual Report of the year 2023 of the Company.
No decision is taken on this question.
2. Independent auditor's report on the Company's set of audited annual statements and a set of the consolidated financial statements of the year 2023.
No decision is taken on this question.
3. Approval of the Company's set of audited annual financial statements and a set of the consolidated financial statements of the year 2023.
3.1. To approve the audited set of the Company's financial statements and the consolidated set of financial statements of the Company for the year 2023.
4. Acceptance of the Company's remuneration report.
4.1. To accept the Company's remuneration report which is submitted as a part of Company's consolidated annual report of the year 2023.
5. Decision regarding distribution of profit (loss).
5.1. To distribute the Company's profit as follows:
| 1) | Undistributed profit (loss) of the previous financial year at the end of the accounting financial year | 9 741 |
| 2) | Correction of 24th May 2022 decision taken by the general meeting of shareholders to transfer EUR 1 250 thousand for the purchase of own shares | (1 250) |
| 3) | Impact of a change in accounting policy | 46 |
| 4) | Adjusted undistributed profit of previous financial years at the end of the previous reporting financial year | 8 537 |
| 5) | Net profit (loss) of the accounting financial year | 1 746 |
| 6) | Dividends paid during year 2023 | - |
| 7) | Profit (loss) for the accounting financial year unrecognized in the profit (loss) statement | 80 |
| 8) | Shareholders' contributions to cover the Company's losses (if the shareholders have decided to cover all or part of the losses) | - |
| 9) | Distributable profit (loss) in total | 10 363 |
| 10) | Share of profit allocated: | |
| to mandatory reserve | - | |
| to reserve for acquisition of own shares | - | |
| to reserve for granting the shares | - | |
| to other reserves | - | |
| for payment of dividends | - | |
| for other purposes (annual bonuses to Board members, etc.) | - | |
| 11) | The unused part of the reserve for the purchase of own shares is redistributed | 1 067 |
| 12) | Undistributed profit (loss) as the end of accounting financial year, carried forward into the following financial year | 11 430 |
| All amounts are in thousand EUR | ||
6. Election of members of the Audit and Risk Committee and approval of the essential conditions of contracts with members of the Audit and Risk Committee regarding activities in the Audit and Risk Committee.
6.1. To elect the following to the Audit and Risk Committee of the Company for a new term of 2 (two) years: Gediminas Almantas (independent member); Tomas Korganas (independent member); Ingrida Kuzmickiene (Company's employee).
6.2. To determine that the newly elected members of the Audit and Risk Committee of the Company begin their activity after the end of the ordinary general meeting of the Company's shareholders that elected them.
6.3. To approve the essential terms of the contract regarding the activity of the member of the Audit and Risk Committee of the Company (attached);
6.4. To determine that confidential information and personal data protection contracts in the form used in the Company are concluded with the elected members of the Company's Audit and Risks.
6.5. Set a remuneration of EUR 950 (nine hundred and fifty euros) (before tax) per calendar month for newly elected members of the Company's Audit and Risk Committee for their activity in Company's Audit and Risk Commitee. The Chairman of the Audit and Risk Committee shall be remunerated in the amount of EUR 1250 (one thousand two hundred and fifty euros) (before tax) per calendar month for activity in the Company's Audit and Risk Committee.
6.6. To authorize the chief executive officer of the Company (with the right to delegate) to sign contracts on the activity of the members of the Company's Audit and Risk Committee and confidential information protection contracts with the newly elected members of the Company's Audit and Risk Committee.
7. Determination of additional terms of contracts with members of the Company's Board.
7.1. To suplement clause 6.5 of the Essential conditions of the contract regarding the activity of the Board member, which were approved by the Company's general meeting of shareholders in 6th of June 2023 and set forth as follows: "6.5. If a member of the Board, in performing the functions of a member of the Board, needs to incur reasonable expenses, including but not limited to travel, accommodation, transport, if necessary, expenses that meet the criteria of reasonableness for remuneration for the services of external advisors, auditors, lawyers, related to the performance of the Board member's functions, the Company undertakes to compensate such reasonable expenses for the Board member, if they have been discussed with the Company in advance.".
7.2. To authorize the chief executive officer of the Company (with the right to delegate) to perform all actions related to the implementation of this decision.
8. Additional remuneration for the members of the Company's Board.
Taking into account the scope of work related to the activity of the Company's Board members as of their appointment, to determine additional remuneration (one-off) for the Company's Board members for the performance of the Board member's functions within the period from 06.06.2023 to 06.05.2024:
8.1. To the Chairman of the Board Gediminas Almantas - EUR 27 500 (including all payable taxes);
8.2. To the Board members Ugnius Radvila and Tomas Korganas - EUR 20 900 each (including all payable taxes).
9. Setting the terms of additional payment for the audit services of the Company's audit company UAB "Ernst & Young Baltic" for the audit of the Company's 2023 set of financial statements.
9.1. To set the additional payment terms for the audit services of the audit company UAB "Ernst & Young Baltic" for the audit of the Company's set of financial statements for the year 2023, determining that the auditor's additional remuneration must not exceed EUR 70 000 for the audit of the Company's set of financial statements for the year 2023.
9.2. To authorize the chief executive officer of the Company (with the right to delegate) to perform all actions related to the implementation of this decision.
Attached:
- Company's financial statements of the year 2023.
- Essential terms of the contract regarding the activity of the member of the Audit and Risk Committee of the Company.
Contacts:
Vaidrius Verikas
CFO
J. Jasinskio st. 16C, Vilnius, Lietuva
Tel. +370 646 43758
Tel. +370 614 44228 (Head of Legal)
El. paštas: shareholder@novaturas.lt
