The Extraordinary General Meeting of Shareholders of NEO Finance, AB (legal entity code 303225546, address: Ukmergės street 126, Vilnius; Company) took place on 1 December 2025, the shareholders attending the meeting held 3 522 398 shares, which entitled them to 3 522 398 (i.e. 83,82 % of votes granted by all shares of the Company).
The following decisions have been taken at the Extraordinary General Meeting of Shareholders:
1. Cancellation of 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.
Decision:
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.
2. Cancellation of the decision of the Extraordinary General Meeting of Shareholders of the Company held on 15 October 2025 to increase the Company's authorised capital.
Decision:
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.
3. Increase of the Company's share capital by issuing a new share issue in order to fulfill share option agreements.
Decision:
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:
- EUR 0.25 (twenty-five euro cents) by the subscriber 's cash contribution; and
- the remaining part of EUR 0.19 (nineteen euro cents) shall be paid from the reserve formed by the Company for the purpose of granting option shares.
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:
- Viktoras Ivanovas - 11,238 units under the Share Option Agreement dated 6 March 2024;
- Edita Makarevičė - 3,136 units under the Share Option Agreement dated 19 July 2022;
- Vytautas Oleškevičius - 9,590 units under the Share Option Agreement dated 21 July 2022.
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.
Head of Administration
Juozas Kaminskas Email: juozas.kaminskas@neofinance.com