We inform that NEO Finance, AB (hereinafter – the Company), legal entity code 303225546, at the initiative and decision of the Board, calls for the Company’s extraordinary general meeting of shareholders on December 1, 2025, at 10:00 AM. The meeting will take place at the address: Ukmergės St. 126, Vilnius.
The Company’s Board proposes to cancel the decisions adopted by the Extraordinary General Meeting of Shareholders of the Company held on 15 October 2025, as indicated in the agenda, regarding the legal restriction on financial institutions to distribute dividends for a period shorter than the financial year. The decision on dividend distribution and the formation of a reserve for shares will be proposed for reconsideration after the end of the 2025 financial year. Taking into account this restriction and in order to fulfil the Company’s obligations under the share option agreements, the Company’s Board also proposes to cancel the decision adopted on 15 October 2025 regarding the increase of the Company’s share capital and to adopt a new decision extending the subscription period for the new share issue from 2 (two) to 6 (six) months from the date of adoption of this decision.
Agenda of the meeting:
The projects of decisions:
To cancel the decision of the Extraordinary General Meeting of Shareholders of the Company held on 15 October 2025 to approve the allocation of the audited net profit (loss) of the Company for the first half of 2025 (2025-01-01 – 2025-06-30) in accordance with IFRS.
To cancel the decision of the Extraordinary General Meeting of Shareholders of the Company held on 15 October 2025 to increase the Company’s authorised capital.
To authorise the Head of Administration of the Company or a duly authorised person to perform all actions necessary to deregister the decision with the Register of Legal Entities.
In order to fulfil the Company’s obligations under the share option agreements concluded in accordance with the Company’s “NEO Finance, AB Share Grant Rules”, to increase the Company’s authorised capital by EUR 10,544.16 (ten thousand five hundred forty-four euros and sixteen euro cents) from EUR 1,848,933.68 (one million eight hundred forty-eight thousand nine hundred thirty-three euros and sixty-eight euro cents) to EUR 1,859,477.84 (one million eight hundred fifty-nine thousand four hundred seventy-seven euros and eighty-four euro cents), by issuing up to 23,964 (twenty-three thousand nine hundred sixty-four) ordinary registered shares with a nominal value of EUR 0.44 (forty-four euro cents) each.
To determine that, when increasing the Company’s share capital, the issue price of the newly issued shares shall be equal to EUR 0.44 (forty-four euro cents) per share with a nominal value of EUR 0.44 (forty-four euro cents).
The total issue price of all shares issued by the Company is EUR 10,544.16 (ten thousand five hundred forty-four euros and sixteen euro cents).
To resolve that the new issue of ordinary registered shares shall be allocated for the fulfillment of the Company‘s obligations under the executed option agreements.
To resolve that each newly issued share shall be paid up as follows:
To cancel the shareholders‘ pre-emptive right to acquire the newly issued shares.
To grant the right to acquire newly issued shares of the Company:
To resolve that the new share issue may be subscribed to within 6 (six) months from the date of adoption of this decision.
To resolve that the newly issued shares shall be paid in full no later than 5 (five) business days from the date of their subscription.
To determine that subscribed shares shall be paid by transferring the total price determined in the Share Subscription Agreement for subscribed shares (the issue price of one share multiplied by the total amount of subscribed shares) to the bank account specified in the Shares Subscription Agreement, with the payment order indicating that this is “Payment for new subscribed NEO Finance, AB shares”. New shares will be considered paid if the full amount for subscribed shares will be transferred to bank account of the Company specified in the Share Subscription Agreement no later than within 5 (five) business days from the date of execution of the Share Subscription Agreement. If, by the end of the specified term, the full price for the subscribed shares indicated in the Share Subscription Agreement is not transferred to the specified bank account, such Share Subscription Agreement shall be considered not concluded, and the subscriber shall lose rights to the shares specified in such agreement, while the paid funds will be refunded within 10 (ten) business days to subscriber’s bank account specified in such Share Subscription Agreement.
If, within the determined deadline for shares subscription, not all shares determined to issue will be subscribed, the authorized capital of the Company may be increased by the decision of the Board by the amount of the nominal value of subscribed shares, with the relevant amendments to the Articles of Association of the Company.
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 sub-delegate) the Head of Administration of the Company to sign the amended Articles of Association.
Other important information:
A physical person’s power of attorney must be notarized. A power of attorney issued in a foreign country must be translated into Lithuanian and legalized according to the procedure established by law.
A shareholder or his representative has the right to vote in advance in writing by filling out a general voting ballot. If the shareholder wishes, the Company will send the general voting ballot free of charge by registered or electronic mail, no later than 10 days before the meeting. The completed general voting ballot and the document confirming the right to vote must be received by the Company no later than before the meeting. The general voting ballot is presented in writing on business days to the Company or sent by registered mail to the address specified in the notification. The general voting ballot, signed with a qualified electronic signature, is submitted by email by sending it to legal@neofinance.com.
Shareholders holding shares that grant no less than 1/20 of all votes may propose to supplement the agenda of the general meeting of shareholders, submitting a project of decision for each additional proposed item or, when a decision is not required, an explanation. Proposals to supplement the agenda must be submitted in writing or by email. Written proposals are presented on business days to the Company or sent by registered mail to the address specified in the notification. Proposals by email are submitted by sending them to legal@neofinance.com. The agenda is supplemented if the proposal is received no later than 14 days before the extraordinary general meeting of shareholders. If the agenda of the general meeting of shareholders is supplemented, the Company will announce the supplements no later than 10 days before the meeting in the same way as the convocation of the meeting was announced.
Shareholders holding shares that grant no less than 1/20 of all votes may at any time before the general meeting of shareholders or during the meeting propose new projects of decisions on issues that are included or will be included in the agenda of the meeting. Proposals can be submitted in writing or by email. Written proposals are presented on business days to the Company or sent by registered mail to the address specified in the notification. Proposals by email are submitted by sending them to legal@neofinance.com.
Shareholders have the right to submit questions in advance to the Company related to the agenda items of the meeting. Questions can be submitted by shareholders in writing on business days to the Company or sent by registered mail to the address specified in the notification, or by email, by sending them to legal@neofinance.com no later than 3 business days before the meeting. The Company will respond to the submitted questions by email or in writing before the meeting, except for those questions related to the Company’s commercial (production) secret, confidential information, or those submitted later than 3 business days before the meeting.
The Company does not provide the opportunity to participate and vote in the meeting using electronic communication means.
A shareholder may authorize another physical or legal person to participate and vote on behalf of the shareholder at the meeting using electronic communication means. Such authorization is not notarized. A power of attorney issued using electronic communication means must be confirmed by the shareholder with an electronic signature, created with secure signature creation software and verified by a qualified certificate valid in the Republic of Lithuania. The shareholder must notify the Company about the power of attorney issued by electronic means by email to legal@neofinance.com no later than the last business day before the meeting at 10:00 AM. The power of attorney and notification must be in writing. The power of attorney itself and the notification to the Company must be signed with an electronic signature, not the email sent. When submitting the notification to the Company, the shareholder must provide an internet address from which the shareholder’s electronic signature verification software can be downloaded free of charge.
The record date of the meeting is November 24, 2025 (only those persons who are shareholders of the Company at the end of the record date of the general meeting of shareholders or their authorized persons, or persons with whom a voting right transfer agreement has been concluded, have the right to participate and vote at the general meeting of shareholders).
With the project of decisions for the meeting, the form of the general voting ballot according to the law-established order will be available to the Company’s shareholders on the Company’s website www.neofinancegroup.com.
Head of Administration
Juozas Kaminskas
Email: juozas.kaminskas@neofinance.com