Amendment to Lithuanian Bank Board Decision No. 03-45 of 28 February 2013 Approving the Description of Requirements for Preparing an Information Document

LITHUANIAN BANK BOARD

DECISION

ON AMENDING THE LITHUANIAN BANK BOARD DECISION NO. 03-45 OF 28 FEBRUARY 2013 APPROVING THE DESCRIPTION OF REQUIREMENTS FOR PREPARING AN INFORMATION DOCUMENT

4 June 2026 No. 2026/03-59

Vilnius

The Lithuanian Bank Board decides:

To amend the Lithuanian Bank Board Decision No. 03-45 of 28 February 2013 "On Approving the Description of Requirements for Preparing an Information Document" and to present it in a new wording:

"LITHUANIAN BANK BOARD

DECISION

ON APPROVING THE DESCRIPTION OF REQUIREMENTS FOR PREPARING AN INFORMATION DOCUMENT

Acting under Article 7(4) of the Law on Securities of the Republic of Lithuania and Article 78(2) of the Law on Joint Stock Companies of the Republic of Lithuania, the Lithuanian Bank Board decides:

To approve the Description of Requirements for Preparing an Information Document (attached)."

Chairman of the Board Gediminas Šimkus

APPROVED

By the Lithuanian Bank Board Decision No. 03-45 of 28 February 2013 (Revised by the Lithuanian Bank Board Decision No. 2026/03-59 of 4 June 2026)

DESCRIPTION OF REQUIREMENTS FOR PREPARING AN INFORMATION DOCUMENT

CHAPTER I
GENERAL PROVISIONS

1. This Description of Requirements for Preparing an Information Document (hereinafter – the Description) applies to public offerings of transferable securities in Lithuania, the aggregate sales value of which is 1 million euros or more, but less than 12 million euros over a 12-month period.

2. The Description establishes the content and publication requirements for the information document.

3. The terms used in the Description are understood as follows:

3.1. Issuer – as defined in Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (hereinafter – Regulation (EU) No 2017/1129);

3.2. Public offer of securities – as defined in Regulation (EU) No 2017/1129;

3.3. Other terms used in the Description are understood as defined in Regulation (EU) No 2017/1129, the Law on Securities of the Republic of Lithuania, the Law on Financial Instruments Markets of the Republic of Lithuania, and the Law on Corporate and Group Accounting of the Republic of Lithuania.

CHAPTER II
OBLIGATION TO PREPARE AN INFORMATION DOCUMENT

4. Before publicly offering securities in the Republic of Lithuania, the aggregate sales value of which is 1 million euros or more, but less than 12 million euros over a 12-month period, an information document prepared and published in accordance with the procedures established by the Description must be prepared and published.

5. It is not required to prepare and publish an information document:

5.1. In the case of securities and offers specified in Article 1(2) and (4) of Regulation (EU) No 2017/1129;

5.2. If a voluntary prospectus has been prepared for the public offer of securities, as defined in Regulation (EU) No 2017/1129;

5.3. If, under Article 23 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937, the requirement to prepare a key information document for investment applies to the public offer of securities.

CHAPTER III
REQUIREMENTS FOR THE INFORMATION DOCUMENT

6. The information document is prepared in accordance with the content and structure requirements established in the Annex to the Description. The information document may additionally contain other important information not required to be disclosed by the Annex to the Description, if the issuer considers it important for purchasing the securities or assessing the issuer's business prospects, or if it must be disclosed in accordance with the requirements of other legal acts. This additional information must not be overly emphasized or dominant compared to the information required to be disclosed in the information document. Furthermore, it must not obscure, replace, fragment, or otherwise complicate the finding of the mandatory disclosed information.

7. The information document should be short, easy to read, and understandable. The disclosed information is presented concisely, clearly, and without misleading. Formulas and diagrams may be provided to the extent necessary to understand the information, but they must be explained, the sources of information used must be indicated, and terms must be explained. When an expert's statement or report is included in the information document, information about that person(s) is provided.

8. The issuer is responsible for the information document, including its annexes. The information document specifies the specific person or persons responsible for the information document or its annex. Responsible persons may be members of the issuer's management or supervisory bodies, executives, or the securities offeror.

An investor who has suffered damage due to incorrect or incomplete information provided in the information document has the right, in accordance with the procedure established by the Civil Code of the Republic of Lithuania, to claim compensation for damages from the responsible persons.

10. The information document states that the person(s) specified as responsible for the information provided in the information document shall compensate investors for damage suffered due to a significant discrepancy between the actual circumstances and the information provided in the information document, if they knew or should have known of it. This provision also applies if the information published in the information document or its annexes is very incomplete.

11. When offering securities in Lithuania, an information document prepared in the Lithuanian language is published. If the public offer of securities is not conducted only in Lithuania, an information document prepared only in the English language may be published. In addition, at the issuer's option, the information document may additionally be translated into other language(s).

12. The information document is published no later than before the start of the securities offer on at least the issuer's or the securities offeror's website.

13. The information document is valid for 12 months from the date of its publication, provided that it has been updated by including relevant information related to significant changes in the information published in the information document, discovered errors, or recent events that may affect investors' assessment of their investments, into its annex. The annex to the information document is considered an integral part of the information document, and when information changes, it is published as urgently as the information document itself. If necessary, the issuer also changes the translations of the information document.

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Annex to the Description of Requirements for Preparing an Information Document

Information Document

1. Introduction:

1.1. Basic information about the issuer and the offered securities;

1.2.
Warnings:

1.2.1. A warning about risks related to the issuer of the securities and its field of activity and the offered securities and their offer, which are known to the issuer and which, in its opinion, are the most important for making an informed investment decision. When providing the warning, it is indicated that investing in securities involves risk and that the investor, by purchasing the securities, assumes the risks indicated in the information document – due to any of them, the expected return may not be received, part or even the entire investment may be lost;

1.2.2. A warning that before making an investment decision, the investor must familiarize themselves with the entire information document;

1.2.3. A warning that this information document is not a prospectus as defined in Regulation (EU) 2017/1129, and the information provided in it has not been verified or confirmed by any national competent authority or other supervisory authority appointed under that regulation;

1.3. The date of preparation of the information document, the validity period, and the conditions for modification (cases of preparing the information document annex and the publication procedure).

Issuer Information (LEI code (if applicable), legal form, country of incorporation, registration date and number, registered address and contact email, established duration of activity (if the activity is time-limited), main laws regulating the issuer's activity, and a link to the issuer's website where the information document and its annexes (if any), statutes, financial statements, auditor's report (if prepared), and other important information and documents for investors are published.

3. Risks related to the issuer and the offered securities:

3.1. A brief description of the main risks, presented in order of importance and probability (no more than 15 in total). The information document must not indicate general risk factors intended only to draw attention or limit liability, or which are insufficiently clear or specific:

3.1.1. Risks related to the issuer's activity (e.g., operational restrictions, negative operational results), investing in the issuer's securities, markets, products (services), financial statements, and audit (e.g., negative auditor's report, submission of unaudited statements), operational risk, as well as ongoing legal proceedings that have had or may have an impact on the issuer's future activity, etc.;

3.1.2. Risks related to the offered securities.

4. Purpose of the issuance of securities:

4.1. The securities issued and the total amount of funds the issuer seeks to attract;

4.2. The main purpose of issuing the securities and the description of the target group(s) of investors entitled to subscribe to the issued securities, the state(s) where the public offer of securities is planned;

4.3. The estimated net amount of expected proceeds (after deducting offer expenses), distributed according to the intended use of funds. If the issuer knows that the proceeds will not be sufficient to finance all objectives, the missing amount of funds and funding sources are indicated.

5. Description of the offered securities and terms of the offer:

5.1. The following information is provided about the offered securities:

5.1.1. Description of the securities: class, type, total number of securities, nominal value, International Securities Identification Number (ISIN), and other information;

5.1.2. The issue price of one security or the mechanism for determining it;

5.1.3. The expected schedule for the securities offer and the actions to be taken to purchase the securities;

5.1.4. The procedure for payment of the securities and their transfer to investors or persons purchasing the securities on behalf of investors;

5.1.5. The procedure for distributing the securities to investors in the event of an over-subscription and partial distribution of the number of securities planned for distribution;

5.1.6. Restrictions on the transfer of securities (if applicable);

5.1.7. If the issued securities are guaranteed, the guarantor and the terms of the guarantee are indicated. If no guarantee is provided, the corresponding note is entered;

5.1.8. The name of the central securities depository where the issuer's issued securities are registered. If the securities are not registered in the central securities depository, the registrar and the registration procedure are indicated;

5.1.9. The procedure for deducting taxes on income from the securities, other taxes related to the securities;

5.2. In the case of the offer of equity securities, the following additional information is provided:

5.2.1. A description of the rights granted to the holders of equity securities, including the procedure for receiving dividends (if such is planned), voting rights, the right to participate in profit distribution, as well as the investor's rights related to the distribution of the issuer's assets if the issuer were to be liquidated;

5.2.2. Restrictions on the rights of equity securities (when applicable);

5.3. In the case of non-equity securities, the following additional information is provided:

5.3.1. The issue price and redemption price of one security;

5.3.2. The interest rate payable and the dates and terms of payment, the redemption date and terms, when issuing convertible bonds – the conversion terms and procedure, other information related to contractual obligations or provided guarantees;

5.3.3. Early redemption terms;

5.3.4. If applicable, information about pledges and information about the contract with the bondholders' trustee;

5.3.5. The priority of the offered non-equity securities in the issuer's capital structure in the event of the issuer's insolvency, including, when applicable, information about the subordination level of the securities;

5.4. Information on whether the securities will be allowed to be traded on a trading venue, which one, when, and how;

5.5. When securities (e.g., security tokens representing securities) are issued using technologies (e.g., using distributed ledger technology (DLT)), the following information is disclosed:

5.5.1. A brief description of how the securities are issued, stored electronically, transferred, or traded using DLT or another technology based on a similar system that allows raising funds by distributing securities, if any, other important specific information;

5.5.2. If the issuer raises capital directly from investors, a description of the technical solutions applied, including the conditions for identity verification and the investor's right to cancel the signed contract.

6. Description of the issuer's main activity:

6.1. The following information about the issuer's past and current activity is provided:

6.1.1. If the issuer belongs to a group, a brief description of that group and the issuer's position within that group (e.g., a group scheme and brief information about subsidiary companies may be provided);

6.1.2. A description of the issuer's business model, organization of activity, and main markets in which the issuer operates, a summary of main activity, information about services provided or goods sold. Information about main events that have had a significant impact on the issuer's activity in previous and current financial years, as well as about events that may have a significant impact on its future activity;

6.1.3. If the issuer publicly announces forecasts of financial results for future reporting period(s), an explanation of the assumptions for such a forecast must be provided;

6.2. Information about share capital, equity, and other securities issued by the issuer:

6.2.1. The issuer's share capital and its composition: the size of the share capital, the number of shares, and the nominal value of one share, as well as the number of unpaid or partially paid shares;

6.2.2. Issued non-equity and/or other securities: class (type), number, nominal value, interest rate, redemption date, and/or other characteristics applicable to them;

6.2.3. General policy on the distribution of profits and other benefits to investors, as well as payments or allocations to the issuer's executives and employees;

6.2.4. If the issuer has issued financial instruments that have not yet been implemented before the start of the offer but give their holders the right to acquire a share of the issuer's equity, a description of such instruments must be provided, and it must be explained how the implementation of these instruments would affect the issuer's equity structure;

6.3. Information about shareholders whose holding of the issuer's shares exceeds 5% of the share capital carrying voting rights (person, number of the issuer's shares held, and percentage of votes). In the case of legal entities, additional information about the ultimate beneficiaries of the issuer is provided (person, number of shares, percentage of votes carried). Voting rights are determined based on Article 10 of Directive 2004/109/EC;

6.4. Information about legal proceedings against the issuer, requests filed for the issuer's insolvency, and cases brought, as well as any legal proceedings related to fraud, other financial crimes, or economic violations in which the issuer or any member of the issuer's administration, management, or supervisory bodies participated. This information is provided for the current and previous financial years;

6.5. A summary of each significant contract (patent, etc.) concluded by the issuer or any of its group companies during the current and previous financial years up to the date of publication of the information document, excluding ordinary activity.

7. Financial information and audit of annual financial statements:

7.1. Information about the accounting standards applied to the issuer's financial statements and the periodicity of the preparation of financial statements;

7.2. The issuer's annual financial information for the previous financial year. A link to the website where the audited financial information of the issuer for at least the previous financial year is provided (financial statements of the last financial year with comparative previous year data, annual management report, and auditor's report). If the issuer prepares both separate and consolidated financial statements, links to both are provided. If the applicable legal acts do not establish an obligation for the issuer to audit annual financial statements, an explanation of this fact is provided, and in the risk factors section – the corresponding related risk;

7.3. If the information document is published more than 9 months after the end of the issuer's financial year, it must provide a link to interim financial statements for at least the first six months with comparative period data (it is sufficient to provide the issuer's own unconsolidated statements). If an audit of the issuer's six-month or other interim financial statements was performed, or a review of financial statements was conducted, this information is published publicly together with the auditor's report or review report;

7.4. If the issuer cannot provide the specified financial statements because its economic activity has lasted for a short time, a link to the prepared shorter (interim or other) financial statements of the issuer's activity period (if any) is provided, and a warning is provided that the issuer was recently established (did not conduct or only began to conduct economic activity), has no history of operations, which poses additional risk to investors;

7.5. At the issuer's option – a description of the most important financial indicators from the issuer's financial statements, indicating its financial position, for example, assets, long-term and short-term liabilities, equity, etc., and operational indicators (alternative operational indicators) that best reflect the issuer's operational results, calculated based on the data provided in the financial statements (an explanation of the use and calculation of such alternative operational indicators is provided) at the end of the last reporting period.

8. The issuer's administrative, management, or supervisory bodies and its consultants:

8.1. The issuer's administration head, composition of management and supervisory bodies (indicating persons' Full Names, positions held in the issuer's company, and experience in management or operational fields);

8.2. If applicable, the issuer's auditor(s), audit firm;

8.3. Information about persons responsible for the information document:

8.3.1. Persons responsible for the information provided in the information document (Full Names, positions, names, and addresses of legal entities);

8.3.2. Confirmation by the persons responsible for the information provided in the information document that, to the best of their knowledge, the information provided in the information document is correct and that no circumstances affecting the content of the information document have been omitted;

8.4. Persons participating in the offer, including audit firms, payment intermediaries, offerors, underwriters, and other related parties. If the securities are offered not by the issuer itself, the name of the securities offeror, its contact information, and the relationship between the issuer and the securities offeror must be disclosed;

8.5. A description of all interests, including conflicts of interest, which are significant for the issuance and/or offer, with detailed indication of the related persons and the nature of the interests.

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