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Notice on Convocation of Extraordinary General Meeting of Shareholders of “NEO Finance”, AB 2020-10-09

Notice on Convocation of Extraordinary General Meeting of Shareholders of “NEO Finance”, AB

Notice is hereby given that on the initiative and by the resolution of the Board of “NEO Finance”, AB, legal entity code 303225546, with the registered office at A. Vivulskio str. 7, Vilnius (hereinafter - the Company), Extraordinary General Meeting of Shareholders of the Company will be held on 3 November 2020 at 10:00 a.m.

The meeting will be held in the Company’s office at A. Vivulskio str. 7, Vilnius in the administrative office of the Company.

Agenda of the meeting:

  1. Regarding the increase of authorized capital by additional contribution;
  2. Regarding the amendment of the Articles of Association of “NEO Finance”, AB.

Proposed draft solutions:

1. Regarding the increase of authorized capital by additional contribution:

“To increase authorized capital of the Company by additional contribution from 1 660 435,92 EUR (one million six hundred sixty thousand and four hundred thirty five euros, ninety two euro cents) to 1 713 235,92 EUR (one million seven hundred thirteen thousand and two hundred thirty five euros, ninety two euro cents) by issuing 120 000 (one hundred twenty thousand) units registered ordinary shares each with nominal value of 0,44 EUR (forty four euro cents).

 

To determine that, increasing authorized capital of the Company new registered ordinary shares issue price is equal to 2,51 EUR (two euros and fifty-one euro cents) for 0,44 EUR (forty-four euro cents) nominal value share.

 

Total issue price of the issuing shares of the Company is equal to 301 200 EUR (three hundred one thousand and two hundred euros).

 

To authorize shareholders of the Company owning shares issued by the Company in the end of rights record day of this Extraordinary General Meeting of shareholders (the tenth working day after the end of this Meeting of shareholders) in proportion to the shareholders owned shares nominal value to acquire new issued shares.

 

To determine that each shareholder of the Company within 14 (fourteen) calendar days (calculating from the day of publication in the Register of Legal Entities the notice regarding the proposal by exercising the right of priority to acquire shares of the Company, in to this term publication day of notice regarding the proposal by exercising right of priority to acquire shares of the Company is not included) have the right of priority to acquire the amount of issuing shares, in proportion to the shareholder’s owned amount of shares of the Company in the end of the rights record date.

 

Notice on proposal by exercising right of priority to acquire shares of the Company and term during which this right may be exercised will be publicly announced in informational publication of Register of Legal Entities (hereinafter - the Register). After the day of Register public announcement regarding proposal by exercising right of priority to acquire new shares will start determined 14 (fourteen) calendar days term for subscription. The Company new subscripted shares issues directly to shareholder who subscribed and paid up shares.

 

To determine term for subscribed shares payment – no later than by 15 (fifteen) calendar day, calculating from the end of the day of public announcement in the Register of Legal Entities of the notice regarding the proposal by exercising right of priority to acquire shares of the Company.

 

To determine that subscribed shares shall be paid by transferring the total price determined in the Shares Subscription Agreement for subscribed shares (the issue price of one share multiplied by the total amount of subscribed shares) in to bank account specified in the Shares Subscription Agreement, into the payment order indicating that, this is “Payment for new subscribed NEO Finance, AB shares”. New shares will be considered as paid, if all the all amount for subscribed shares will be transferred to bank account of the Company specified in the Shares Subscription Agreement no later than by 15 (fifteen) calendar days, calculating from the end of the day of public announcement in the Register of the notice regarding the proposal by exercising right of priority to acquire shares of the Company (in this term publication day of notice regarding the proposal by exercising right of priority to acquire shares of the Company is not included), if that day is not a business day, then the end of business day following it. If until the expiration of specified deadline total in the Shares Subscription Agreement indicated price for subscribed shares is not transferred in the Shares Subscription Agreement specified bank account, such Share Subscription Agreement is considered as not concluded and signed person loses all the rights to the shares specified in such agreement, while the paid funds will be returned within 10 (ten) business days to bank account of the shareholder specified in the such subscription agreement.

 

Share subscription agreement will be concluded in the registered office of the Company at A. Vivulskio str. 7, Vilnius. Share Subscription Agreements will be signed through the direct involvement of the shareholder or by his duly authorized representative. Shareholders are also given the opportunity to sign share subscription agreements with an electronic signature.  

Authorized persons of the shareholders of the Company have to submit duly formed and notarized (applicable for natural persons or foreign legal persons if such confirmation is necessary in respect of the particular foreign state law) authorization.

Shareholder at his own discretion can decide not to subscribe proposed shares or to subscribe any smaller quantity of shares than the maximum determined to subscribe shares amount.

 

Shareholders will be provided with all their subscribed and paid shares amount, but in any case, not more than the maximum possible amount of subscribed shares.

 

The Company may cancel this subscription at any time before the expiration of this subscription term, without indicating the reasons for such cancellation. In this case, the amounts paid by the shareholders, if any, will be returned within 10 (ten) business days to the shareholder's bank account specified in the share subscription agreement.

 

To determine that the new issued shares of the Company should be paid in monetary contributions, including the advance payments made to the Company for the increase of the authorized capital before the date of adoption of this decision, and/or by capitalizing the loans granted by the shareholders to the Company.

If within the determined deadline for shares subscription not all determined to issue shares will be subscribed, the authorized capital of the Company could be increased by the decision of the Board for the amount of nominal value of signed shares making the relevant amendments of the Articles of Association of the Company.”

2. Regarding the amendment of the Articles of Association of “NEO Finance”, AB.

“Taking into account the increase of the authorized capital of the Company, to approve the new wording of the Articles of Association of the Company.

To authorize (with the right to re-authorize) Chief Executive Officer of the Company to sign and provide the amended Articles of Association of the Company to the notary confirmation and to register them in the Register of Legal Entities.”

Other important information:

The Company, taking into account the situation regarding the spread of coronavirus, requests all shareholders of the Company to use the opportunity to vote in writing by filling in general ballot paper.

Taking into account, please inform us about the need to physically attend the General Meeting of Shareholders no later than 3 business days before General Meeting of Shareholders via below specified email. In all cases, Shareholders of the Company without personal protective equipment will not be allowed to participate in to the General Meeting of Shareholders.

The shareholders will be registered from 9:30 a.m. to 10:00 a.m. The persons intending to participate in the meeting shall have a personal ID document (an authorized representative shall have an authorization approved under the established procedure. The natural person’s authorization shall be notarized. An authorization issued in a foreign state shall be translated into the Lithuanian language and legalized under the procedure prescribed by the laws).

A shareholder or his proxy shall have the right to vote in writing in advance by filling in a general ballot paper. At the request of the shareholder, the Company shall send a general ballot paper to the shareholder by registered mail free of charge at least 10 days before the meeting. The filled-in general ballot paper and the document attesting the voting right shall be submitted to the Company no later than until the meeting, sending by registered mail or providing them at the address of the registered office of the Company indicated in the notice.

The shareholders who hold shares carrying at least 1/20 of all the votes may propose additions to the agenda of the general meeting of shareholders by submitting with every proposed additional item of the agenda a draft resolution of the general meeting of shareholders or, when no resolution is required, an explanation. Proposals on addition to the agenda shall be submitted in writing or sent by e-mail. Written proposals shall be submitted to the Company on business days or sent by registered mail at the address of the registered office of the Company indicated in the notice. Proposals submitted by e-mail shall be sent to the following e-mail: info@paskoluklubas.lt. The agenda shall be supplemented if the proposal is received no later than 14 days before the Ordinary General Meeting of Shareholders. If the agenda of the general meeting of shareholders is supplemented, the Company shall notify on the additions no later than 10 days before the meeting in the same ways as in the case of convocation of the meeting.

The shareholders, who hold shares carrying at least 1/20 of all the votes, at any time before the general meeting of shareholders or during the meeting, may propose new draft resolutions on items which are or will be included in the agenda of the meeting. The proposals may be submitted in writing or sent by e-mail. Written proposals shall be submitted to the Company on business days or sent by registered mail at the address of the registered office of the Company indicated in the notice. Proposals submitted by e-mail shall be sent to the following e-mail: info@paskoluklubas.lt.

The shareholders shall have the right to submit to the Company in advance questions relating to the items on the agenda of the meeting. The shareholders may submit their written questions to the Company on business days or send by registered mail at the address of the registered office of the Company indicated in the notice no later than 3 business days before the meeting. The Company will reply to the questions by e-mail or in writing before the meeting, except the questions which are related to the Company’s commercial (industrial) secret, confidential information or which have been submitted later than 3 business days before the meeting.

The Company does not provide the possibility of participating and voting at the meeting by means of electronic communications.

The shareholder shall have the right to authorize through electronic communications means another person (natural or legal) to participate and vote in the meeting on behalf of the shareholder. No notarization of such authorization is required. The shareholder must confirm the proxy issued through electronic communications means by an electronic signature developed by a secure signature-creation device and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the proxy issued through electronic communications means to the following e-mail: info@paskoluklubas.lt no later than until the last business day before the meeting at 10:00 a.m. The proxy and the notice must be issued in writing. The proxy and the notice to the Company shall be signed with the electronic signature but not the letter sent by e-mail. By submitting the notice to the Company, the shareholder shall include the internet address from which it would be possible to download software free of charge to verify the shareholder’s electronic signature.

The record date of the meeting shall be 26 October 2020 (only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders or their authorized persons, or persons with whom an agreement on assignment of the voting right has been executed, may participate and vote at the general meeting of shareholders).

The record day, which entitles shareholders of the Company by exercising rights of priority to acquire newly issued shares of the Company shall be 17 November 2020.

The shareholders of the Company may familiarise with the draft resolution of the meeting and the form of the general ballot paper under the procedure prescribed by the laws in the registered office of the Company at A. Vivulskio g. 7, Vilnius, or on the Company’s websites at www.paskoluklubas.lt and www.neofinance.com.

CEO
Aiva Remeikienė
Email: aiva@neofinance.com

Attachments:

NEO Finance balsavimo biuletenis (Voting ballot).docx

 

published:
2020-10-24
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