Notice on the Extraordinary General Meeting of Shareholders of the AUGA group, AB entity under restructuring on 14 July 2025 to approve the Company’s draft restructuring plan
AUGA group, AB entity under restructuring (code 126264360, registered office at Konstitucijos pr. 21C, Vilnius, hereinafter referred to as the “Company”), by the initiative and decision of the Board, is convening an Extraordinary General meeting of shareholders on July 14, 2025, at 10:00 a.m., where the Company’s shareholders will vote on the approval of the Company’s draft restructuring plan, hereinafter referred to as the “Meeting”.
The Meeting will be held at the conference room at the business center QUADRUM NORTH, address Konstitucijos ave. 21C, Vilnius.
The registration of the shareholders begins at 10.00 a.m.
Only those persons who will be shareholders of the Company at the close of the record date of the Meeting may participate and vote at the Meeting.
The record date of the Meeting shall be 7th July 2025.
Agenda of the Meeting:
1. Approval of the Company’s draft restructuring plan
Attached to this announcement is the restructuring plan prepared by the Company, which outlines economic, technical, organisational, and other measures to overcome the Company’s financial difficulties. The goals of the restructuring plan (i.e. the settlement with creditors and the improvement of financial results at the group level) will be achieved through the following strategic actions:
- Separation, development and sale of the dairy segment through the establishment of a Sustainable Diary Farming Fund initiated by the Group
- Sale of Land-Holding Companies
- Separation of 11.5 thousand ha of consolidated crop farming agricultural business into the Raseiniai Region Crop Growing Fund
- Sale of Baltic Champs, UAB shares
Following the implementation of these strategic actions, it is anticipated that the Company and its controlled entities (hereinafter referred to as the “Group”) will fulfil all financial obligations to external creditors by 2029. The new business model will not only ensure the preservation of the Group’s activities but also enhance its financial results, safeguarding the interests of creditors, shareholders, and the Company itself.
Due to the extended and ongoing preparation of the annual audited information for the period ended 31 December 2024 and audit processes, the Company was unable to rely on audited financial data for the period ended 31 December 2024 when preparing its draft restructuring plan. Therefore, the plan is based on the latest publicly disclosed data, i.e. the Group’s financial data for the period ending 30 June 2024.
The Company is taking every possible measure to ensure that the audited annual information is prepared and published as soon as possible, but no later than 31 July 2025. As previously announced, the delay in publishing audited consolidated annual information is due to the complex coordination processes and preparation of restructuring plans for 18 Group companies undergoing restructuring proceedings. The simultaneous execution of audits and the restructuring of Group companies’ operations is a provisional measure. Subsequent to this, the Company will endeavour to ensure the timely provision of information to investors, whilst concurrently implementing the objectives of the Company’s cost reduction programme.
Additionally, the Company plans to publish an unaudited overview of key financial data, prepared by the Company, for the period ended 31 December 2024, by 1 July 2025.
Once the Company’s audited consolidated annual information for the period ended 31 December 2024 has been finalised, the Company will proceed with convening an ordinary general meeting of shareholders and will thereafter publish audited financial reporting documents to investors and other stakeholders, in accordance with statutory procedures.
Proposed draft decisions of the Meeting are the following:
1. Approval of the Company’s draft restructuring plan
1. To approve the Company’s draft restructuring plan in accordance with the attached draft.
2. To authorise the CEO and the Board of the Company (with the right to sub-delegate) to execute the accompanying documents and annexes necessary to prepare and attach to the Company’s draft restructuring plan, and to take any other actions and execute any other documents necessary for the filing of the Company’s draft restructuring plan with the Court.
Shareholders of the Company shall have a right to participate and vote at the Meeting 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 Meeting is the same and amounts to 233,803,368.
ISIN code of the Company’s shares is LT0000127466.
A person attending the Meeting 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 Meeting.
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 Meeting on his/her behalf. At the Meeting 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 is provided together with this notice. Upon a shareholder’s request, the Company, not later than 10 days before the 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. 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 Meeting 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 Meeting. 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 Meeting 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 Meeting.
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the Meeting 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 Meeting, additional candidates to the members of the Board of the Company. 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 Meeting 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 Meeting. 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 Meeting, draft resolutions, and other documents to be submitted to the Meeting 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.
Contacts:
CFO of AUGA group, AB under restructuring
Kristupas Baranauskas
+370 5 233 5340
Attachments
