Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 28th April 2023
At the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, the Company) the ordinary general meeting of shareholders of the Company is being convened on 28th April 2023, at 10.00 a.m.
The meeting will be held in the conference room at the business center Quadrum North, address Konstitucijos ave. 21C, Vilnius.
The registration of the shareholders begins at 9:30 a.m.
The record date of the meeting shall be 21st April 2023.
Agenda for the Ordinary Annual General Meeting of Shareholders:
- Consolidated annual report of the Company for the year 2022 and Auditor’s report except the part of the remuneration report of the Company
- Remuneration report of the Company for the year 2022 as the part of the Consolidated annual report of the Company for the year 2022
- Approval of consolidated set of annual financial statements of the Company for the year 2022
- Approval of the profit (loss) allocation of the Company for the year 2022
- Appointment of the auditor to audit consolidated financial statements of the Company for the year 2023 and approval of auditor’s remuneration
- Increase of the authorized capital of the Company under Employee Share Option Programme
- Approval of the new wording of the Articles of Association of the Company
- Election of the Board
- Approval of the remuneration for newly elected members of the Board
- Provision of the implementation of the Strategy of the Company.
Drafts of decisions on questions 1-5 and 8-10 together with related documentation and further information shall be published separately by supplementing this notice.
Draft decisions of the ordinary shareholders meeting of the Company regarding questions 6–7 of the Agenda of the Meeting are the following:
6. Increase of the authorized capital of the Company under the Employee Share Option Programme
6.1 In accordance with provisions of the Company’s Share Allocation Rules to increase the authorized share capital of the Company from EUR 66,617,089.58 to EUR 67,213,564.48, by issuing 2,056,810 ordinary registered shares with the nominal value of EUR 0.29 to granting shares of the Company free of charge to the employees and/or subsidiaries corporate body members in accordance with the procedure established by Article 471 of the Law on Companies of the Republic of Lithuania (the New Shares). Following the issuance of the New Shares, the authorized share capital of the Company will be divided into 231,770,912 ordinary registered shares.
6.2 Establish that the total issue price of all New Shares equals to their nominal value – EUR 596,474.90 The New Shares are granted free of charge, and they are paid by the Company from the reserve for granting of shares.
6.3 Establish that right to subscribe and acquire the New Shares free of charge shall be granted to the Company’s or its subsidiaries employees/corporate body members who have concluded the Share Option Agreement of the Company in 2020 and accordingly in 2023 have submitted notice to the Company regarding use of the option (the Option Holders). The list of Option Holders, who are entitled to acquire the New Shares is not published to ensure the protection of personal data.
6.4 Considering that the Company grants shares of the Company to employees and/or subsidiaries corporate body members in accordance with the procedure established by Article 471 of the Law on Companies of the Republic of Lithuania, to revoke the pre-emption right of all shareholders of the Company to acquire the New Shares.
6.5 Establish that the option holders shall have a right to subscribe to a number of the New Shares provided in the shares option agreements by concluding a share subscription agreement with the Company within 60 days from the date of the resolution being adopted by the Meeting.
6.6 If during the period for the subscription of the New Shares not all the New Shares are subscribed, the authorized share capital of the Company may be increased by the amount of the nominal values of the New Shares that have been subscribed by the separate decision of the Board of the Company.
6.7 To authorize (including the power to delegate) the CEO of the Company to sign share subscription agreements with the Option Holders.
7. Approval of new wording of the Articles of Association of the Company
To amend Articles of Association of the Company by:
1.1 To amend and approve Item 3.1 of the Articles of Association of the Company and to set it out in the following (new) wording: ”3.1. The authorised capital of the Company shall be EUR 67,213,564.48 (sixty-seven million two hundred thirteen thousand five hundred sixty-four euros and 48 cents)”.
1.2 To amend and approve Item 3.2 of the Articles of Association of the Company and to set it out in the following (new) wording: “3.2 The authorised capital shall be divided into 231,770,912 (two hundred thirty-one million seven hundred seventy thousand nine hundred twelve) ordinary registered shares. The par value of each share shall be EUR 0.29 (twenty-nine cents).
1.3 To authorize (including the power to delegate) the CEO to sign the amended Articles of Association and to perform all actions necessary for the implementation of this resolution.
1.4 To establish that if during the period for the subscription of the New Shares not all the New Shares are subscribed, Items 3.1 and 3.2 of the Company’s Articles of Association may be amended by the amount of the nominal values of the New Shares that have been subscribed, by the separate decision of the Board of the Company. According to this decision, the Board of the Company has the right to change the amount of the authorized capital and the number of shares of the Company in the Articles of Association and to submit the amended Articles of Association to the Register of Legal Entities.
Shareholders of the Company shall have a right to participate and vote at the general meeting of shareholders personally or by power of attorney or represented by the person with whom an agreement on the transfer of voting rights is concluded.
The total number of the Company’s shares of EUR 0.29 par value each and the number of shares granting voting rights during the general meeting of shareholders is the same and amounts to 229,714,102.
ISIN code of the Company’s shares is LT0000127466.
A person attending the general meeting of shareholders and having a voting right must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her right to vote at the general meeting of shareholders.
Each shareholder shall have a right in the manner established by the laws to authorise other (natural or legal) person to attend and vote at the general meeting of shareholders on his/her behalf. At the general meeting of shareholders an authorised person shall have the same rights as would be held by the shareholder represented by him/her, unless the authorized person’s rights are limited by the power of attorney or by laws. The authorized person must provide a power of attorney certified in the manner established by laws. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by laws.
The Company does not establish special form of power of attorney.
Shareholder shall have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the meeting on shareholder’s behalf. Such authorization shall not be approved by the notary public. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail info@auga.lt no later than until the last business day before the meeting. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the electronic signature but not the letter sent via e-mail. By submitting the notification to the Company, the shareholder shall include the internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder.
A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the general ballot paper. Form of the general ballot paper to vote in this meeting shall be provided together with publishing the last update to the notice not later than by 10 days prior to the general meeting date. Upon a shareholder’s request, the Company, not later than 10 days before the general meeting, shall send the general ballot paper by registered mail free of charge. The general ballot paper shall also be provided on the Company’s website at www.auga.lt not later than by 10 days prior to the general meeting date. The filled-in general ballot paper and the document confirming the voting right (if any) must be submitted to the Company sending by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice and received by the Company not later than on the last business day until the meeting.
The Company is not providing the possibility to attend and vote at the general meeting of shareholders through electronic means of communication.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the general meeting of shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the general meeting of shareholders shall be presented. Proposal to supplement the agenda must be presented to the Company sending them by registered mail or providing it against signature at the address of the registered office of the Company indicated in the notice. The agenda will be supplemented, if the proposal is received not later than 14 days before the general meeting of shareholders.
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the general meeting of shareholders or during the meeting shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the general meeting of shareholders. The proposed draft decisions must be presented in writing sending them by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice.
The shareholders shall have the right to present questions related to the agenda issues of the general meeting of shareholders to the Company in advance in writing, by providing the shareholder’s personal identification number and consent to process personal data – personal identification number in the letter which should be sent to the Company by registered mail or delivered against signature. The Company undertakes to respond if questions are received not later than 3 business days before the general meeting of shareholders. Responses of a general character shall be posted on the Company’s website www.auga.lt. The Company will not respond personally to the shareholder, if the respective information is posted on the Company’s website.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the meeting, including notification on convocation of the meeting, information about the total number of the Company’s shares and the number of shares granting voting rights during the general meeting of shareholders, draft resolutions, and other documents to be submitted to the general meeting of shareholders as well as to get information regarding execution of the shareholders’ rights at AUGA group, AB, at the address Konstitucijos ave. 21C, Vilnius, or on the Company’s website at www.auga.lt.
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