Notice on the postponement of the ordinary General Meeting of
Shareholders of AUGA group, AB
At the initiative and by the decision of the
Board of AUGA group, AB (code 126264360, address Konstitucijos ave.
21C, Vilnius, the Company), it has been decided
that the Annual General meeting (hereinafter the
“AGM”) has been decided to be moved from the
30th April 2024 to the 30th May 2024. Due to
delays in financial reporting and related audit processes, the
Company is expected to provide the audited Annual consolidated
report and the corresponding draft decisions following the AGM
agenda to Shareholders no later than the 30th April 2024
(inclusive).
Key items associated with the delay include the
disclosures required for the valuations in standalone financial
statements and related processes for the finalisation of
consolidated financial statements. As of the date of this
announcement, the Company does not expect significant deviation
from the reported preliminary Group EBITDA and net results,
however, final results will be provided in audited financial
statements.
The Company further provides information on the
AGM, which is convened on a new date, 30th May
2024 at 10:00 a.m.
The meeting will be held in the registered
office of the Company, address Konstitucijos ave. 21C, Quadrum
North 12 floor, LT-08130 Vilnius, Lithuania.
The registration of the shareholders begins at 9:30
a.m.
The record date of the meeting shall be
23rd May
2024.
Agenda for the Ordinary Annual General Meeting of
Shareholders:
- Consolidated annual report of the Company for the year 2023 and
Auditor’s report except the part of the remuneration report of the
Company;
- Remuneration report of the Company for the year 2023 as the
part of the Consolidated annual report of the Company for the year
2023;
- Approval of consolidated set of annual financial statements of
the Company for the year 2023;
- Approval of the profit (loss) allocation of the Company for the
year 2023;
- Appointment of the auditor to audit consolidated financial
statements of the Company for the year 2024 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;
- Approval of the new wording of the Remuneration Policy of
executives of the Company;
- Provision of the implementation of the Strategy of the
Company.
Drafts of decisions on questions 1-5 and
9 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 6-8 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 67,203,188.28 to EUR 67,845,318.17,
by issuing 2,214,241 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 233,949,373 ordinary registered shares.
6.2 Establish that the total issue price of
all New Shares equals to their nominal value – EUR 642,129.89.
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 2021 and
accordingly in 2024 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 40 (forty)
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:
7.1 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 67,845,318.17 (sixty-seven
million eight hundred forty-five thousand three hundred eighteen
euros and 17 cents)”.
7.2 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 233,949,373 (two hundred thirty-three million
nine hundred forty-nine thousand three hundred seventy-three)
ordinary registered shares. The par value of each share shall be
EUR 0.29 (twenty-nine euro cents).
7.3 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.
7.4 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.
8. Approval of new wording of the Remuneration policy of
executives of the Company
To approve the Remuneration policy of executives of the
Company as per the attached draft.
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 231,735,132.
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.
- A1_New wording of Articles of Association
- A2_Draft of remuneration policy
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