UNI - EN REPORT No
UNI - EN REPORT No27/2020
On 30 June 2020 the General Meeting of Shareholders of Public limited liability company “Novaturas”, code 135567698, registered at A. Mickevičiaus st. 27, Kaunas, the Republic of Lithuania (hereinafter, the “Company”), is being convened (hereinafter, the “Meeting”) upon the initiative and decision of Board of the Company. The Company has announced this on 8th of June with the following agenda:
1. Approval of the audited annual financial statements of 2019 (attached as Annex)
2. Approval of the Annual Report of 2019 (attached as Annex)
3. Decision on profit (loss) distribution.
4. Approval of the new Articles of Association.
The Company received applications from individual shareholders holding more than 1/20 of the Company's shares to change the agenda of the Meeting with additional matters and draft resolutions.
One of the proposals submitted by the shareholders is to change the management structure of the Company by eliminating the Supervisory Board of the Company. The company would have only one collegial body - the board, to which part of the supervisory functions would be delegated. The Board would consist of 5 members, of which at least 1/3 would be independent. The current members of the Board would form a team of the Company's top executives.
Taking into account the structure of the Company's shareholders, the size of the Company, the number of employees, and the structure of Novaturas group, the proposed changes in corporate governance would simplify the management of the Company and make it more efficient. Greater involvement of independent members in the management of the Company, rather than in supervision, would provide opportunities to supplement the existing competencies of the Company and make maximum use of the knowledge and experience of the current management and at the same time incorporate new approaches and good governance practices. The proposed changes would also strengthen the management of the group, with more decisions relating to subsidiaries being added to the board's remit.
A model like a proposed one is recommended among the most effective forms of corporate governance, ensures the representation of shareholders and other stakeholders, and the efficiency and productivity of the Company's operations.
According to the requirements of the applicable legal acts, the CEO of the company should not be appointed as a member of the board if the company is listed on a stock market.
The proposed new members of the Board of the Company are competent professionals with the needed experience.
Andrius Jurkonis - manager of the investment fund Axia Capital Fund and certified financial analyst. He has accumulated many years of experience in management positions at Euroapotheca, VST, Swedbank. A. Jurkonis has a bachelor's degree and a master's degree in economics from Vilnius University. He is currently the director of New Pharma CEE, a partner of UAB Blue flight, UAB Gusania. He holds no shares of the Company.
Virginijus Lepeška - Chairman of the Board and Consultant of the management consulting and training company OVC Consulting. Has accumulated extensive experience in organizational consulting, corporate governance, strategic management. Since 2003, he has been a member of the Board and the Supervisory Board in various companies. Virginijus Lepeška has a doctorate in social sciences (psychology) from Vilnius University. He is currently a member of the Board of UAB Svenheim, a member of the Board of UAB Alma littera and a member of the Advisory Board of UAB Ruptela. He is also a member of the board of the Child Support Center. Has no shares in the company.
Janek Pohla is the founder and board member of Tahe Outdoors and a member of the board of the Estonian Chamber of Commerce and Industry. Tahe Outdoors has been a successful manufacturer and distributor of water sports equipment for more than 25 years, and is one of the leaders in the field in Europe. Since 2004 holds the position of a member of the board in various companies. Janek Pohla holds a Bachelor's and Master's degree (MBA) in Business Administration from the University of Tartu. He is the Head of Rendez Vous OU in Estonia, which has owned 10.25% of Company’s shares since June. He is a member of a board of few companies in the Tahe Outdoors Group.
Ugnius Radvila and Vidas Paliūnas are long-term shareholders of the Company and members of the management structures, managing 9.49 and 6.86 percent, respectively, of Company's shares. Pursuant to Article 25 of the Law on Companies of the Republic of Lithuania, the Board of the Company decided to amend and supplement the agenda of the Meeting as set out below. Currently, Vidas Paliūnas is the Chairman of the Company's Supervisory Board, Ugnius Radvila is a member of the Supervisory Board.
Regarding the agenda item 4
Replace and supplement agenda item 4 with the following proposed draft decisions:
1. To amend the Articles of Association of the Company and to determine that:
1) Eliminating supervisory council;
2) vesting in the management board (i) supervisory functions provided in Article 34 part 11 of the Law on Companies, and (ii) functions of approval annual budget and business plan, risk management policies, settlement of the goals of the general director as well as other functions related to the management and supervision of the activities of the company;
3) the rules of approval of transactions are established, providing that transactions that are not included in the Company's budget require the approval of the Board. For transactions involving lending or borrowing, the approval of the Board is required in all cases. In other cases, the Company's transactions are concluded by the Company's manager;
4) other provisions of the Articles of Association shall be amended in respect to the elimination of the supervisory council;
5) the tenure of the Board shall be extended from 3 to 4 years;
6) the board consists of 5 members, of which at least 1/3 must be independent. The criteria for independence shall be determined in accordance with the legislation in force;
7) other related amendments to the Articles of Association are made, which allow for more efficient day-to-day operations of the Company.
2. To approve the new wording of the Articles of Association of the Company (attached) and to authorize the General director of the Company (with the right to sub-authorize) to perform all actions related to the registration of the Articles of Association of the Company.
Agenda item 5 and draft decisions were added to the agenda.
5) Revocation of the Board of the Company and election of a new Board, approval of the remuneration of the members of the Board, approval of agreements with the members of the Board regarding activities in the Board.
Proposed draft decision:
1. To recall the Board of the Company in corpore.
2. To elect the members of the Board (personal data are not made public) for the tenure of 4 years:
- Mr. Vidas Paliūnas
- Mr. Ugnius Radvila
- Mr. Janek Pohla -
- Mr. Virginijus Lepeška (independent Board member)
- Mr. Andrius Jurkonis (independent Board member)
3. To determine that:
- EUR 1,900 (before taxes) for members of the Management Board and EUR 2,500 (before taxes) for the chairman of the Management Board per one board meeting, which includes preparation for the meeting, travel time to/from the meeting, attending the meeting, follow-up questions and closure work related to the meeting. Should there be more than 12 board meetings in 12 months, the indicated remuneration is to be paid for each meeting. Should there be less than 12 meetings per 12 consecutive months, board member will nonetheless receive remuneration for 12 meetings per 12 months. Remuneration shall not be paid for the decisions made in writing or any other way in between the meetings nor for meetings which the board member did not attend;
- For board members living abroad – compensation of travel and accommodation costs for/during attendance of the board meeting – not exceeding EUR 500 + VAT (Lithuanian tariff) in respect to one board meeting in which he/she participated; if the board member participates in a meeting via communication/IT measures (not physically traveling to Lithuania), travel costs compensation shall not be paid for such participation.
4. To approve the essential conditions of the Board members agreement (attached).
5. To determine that confidential information and personal data protection agreements in the form used by the Company are concluded with the elected members of the Board.
6. To authorize the General director of the Company (with the right to sub-authorize) to perform all actions related to the implementation of this decision.
Item 6 and draft decisions are added to the agenda.
6) Election of a member of the Company's Supervisory Board.
Proposed draft decision:
1. To elect Mr. Janek Pohla (personal data will not be published) as the member of the Supervisory Council of the Company until the end of tenure of the current Supervisory Board.
2. To determine that this decision shall enter into force only if the votes on questions 4 and 5 provided for in the agenda of this Meeting do not receive sufficient votes in favor required to respectively change the Articles of Association of the Company and to elect the new Board members of the Company.
The report shall be accompanied by the relevant documents and an updated general ballot paper. It is also available on the Company's website www.novaturasgroup.com, under the menu item "For investors". The completed general ballot paper and the document confirming the right to vote must be submitted to the Company in writing and received therein no later than on the last business day before the meeting, delivered to the Company by signing or sent by registered mail to the Company's registered office address.
1. General ballot paper;
2. Draft Articles of Association of the Company;
3. Essential terms of contracts for activities on the Board.
About Novaturas Group
Novaturas Group is the leading tour operator in the Baltics states. Since 21 March 2018, Novaturas shares have been dual-listed on the Warsaw Stock Exchange and on Nasdaq Vilnius.
Novaturas was established in 1999, became the market leader in the Baltics in 2004. Aside from the Baltics, Novaturas has begun offering its products in Belarus, where they are retailed through local partners.
Novaturas continues to attract new clients thanks to its attractive and diverse offering and the high quality of its services. The Group offers both summer and winter package holidays as well as sightseeing tours by coach or plane to more than 30 destinations worldwide, including the most popular holiday resorts in Southern Europe as well as select locations in North Africa, the Middle East, Asia and Latin America.
The Group's strategy also aims to retain diverse and complementary distribution channels. Novaturas works with over 400 travel agencies, including all of the major agencies in the Baltics. It also operates retail offices of its own in main cities of Lithuania, Latvia and Estonia, and is investing in further development of its e-commerce channel.
The Company’s asset-light business model, which is characterized by strong cash flows from operating activities and low capital expenditures, allows it to pay out a large part of its earnings to shareholders. Paying regular dividends is one of the key elements of the Company's strategy. Every year the Management Board expects to propose for distribution 70-80% of the Company’s net profit.
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