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Notice on the convened Extraordinary General Meeting of Shareholders of NEO Finance, AB 2020-11-03

Notice on the convened Extraordinary General Meeting of Shareholders of NEO Finance, AB

We hereby inform you that on the initiative and by the decision of the Board of NEO Finance, AB, legal entity code 303225546, registered address at A. Vivulskio str. 7, Vilnius (hereinafter - the Company), an Extraordinary General Meeting of Shareholders of the Company was convened on 3 November 2020 at 10:00 a.m. The meeting was held in the registered office of the Company at A. Vivulskio str. 7, Vilnius.

Extraordinary General Meeting of Shareholders of the Company, held on 3 November 2020, adopted the following resolutions:

Adopted decisions:

  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.”

  1. 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.”

ATTACHED:

1.  New wording of amended Articles Association of the Company.

 

Head of Administration
Aiva Remeikienė
Email: [email protected]

published:
2020-11-30
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