Published: 2018-04-19 22:14:43 CEST

Notice on the draft decisions of an Ordinary General Meeting of Shareholders of AUGA group, AB to be held on 30 April 2018 and consolidated annual financial statements for the year 2017 filed for adoption

AUGA group, AB (legal entity code 126264360, address: Konstitucijos pr. 21C, Vilnius) files its consolidated annual financial statements for the year 2017 for adoption by the ordinary general meeting of shareholders.

Management comment

In 2017, the audited revenues of AUGA group, AB companies (hereinafter referred to as the Group) were EUR 48.78 million, i.e. does not differ from the unaudited data published on 28 February 2018.

Audited net profit of the Group for year 2017 increased from EUR 4.74 million to EUR 5.02 million, compared to unaudited data, mostly due to the reversal of some earlier made provisions and accruing of additional deferred corporate income tax asset.

The Group's audited EBITDA for the year 2017 amounted to EUR 13.18 million (published unaudited EBITDA was EUR 13.10 million for the year 2017).

The management of the Group made a decision to change the formula for EBITDA calculation for the future periods in order to align it with the method used by the Group's largest creditors (banks) to calculate covenants. EBITDA for the year 2017 recalculated using the new formula would amount to EUR 14.19 million. For comparison, EBITDA for the year 2016 calculated using the new formula would be EUR 11.21 million, while EUR 9.62 million was reported using the previous formula.

New EBITDA calculation formula is net cash flow from operating activities before changes in working capital, as disclosed in cash flow statement, including gain (loss) on changes in fair value of biological assets. The Group will use the new formula for EBITDA calculating in the coming periods.

The Group's management reviewed the revaluation of agricultural land owned by the Group at the end of 2017 with grater conservatism and adjusted it. As a result, the positive result of the revaluation of agricultural land decreased from EUR 4.8 million, published in the unaudited financial statements for the 12 months period ended in 31 December 2017, to EUR 1.8 million in the audited financial statements for the year 2017. This adjustment did not have any significant impact on the Group's net profit for the year 2017.

Proposed draft decisions of the ordinary general meeting of shareholders

Draft decisions of the ordinary shareholders meeting which will take place on 30 April 2018:

1.1.   Consolidated annual report of the Company for the year 2017 and report of the auditor:

Taken for the information.

1.2.   Approval of consolidated annual financial statements of the Company for the year 2017.

Draft decision:

To approve consolidated annual financial statements for the year 2017.

1.3.   Approval of the profit (loss) appropriation of the Company for the year 2017.

Draft decision:

To distribute the Company‘s profit in the total sum of EUR 8,122,234 available for appropriation, as follows:

No.RatiosAmount, Euros
1.  Non-allocated profit (loss) of the previous year at the end of the financial year as of 31 December 2017*-13,267,059
2.  Net profit (loss) for the financial year21,389,293 
3.  Profit (loss) for the reporting financial year not recognized in the profit and loss account  - 
4.  Transfers from reserves  - 
5.  Shareholders' contribution against losses  - 
6.  Portion of the reserve of tangible fixed assets  - 
7.  Profit (loss) for allocation (1+2+3+4+5+6)  8,122,234 
8.  Allocation of profit to compulsory reserve  1,069,465 
9.  Allocation of profit to reserve for granting of shares   957,000 
10.  Allocation of profit to other reserves  - 
11.  Allocation of profit to dividends  - 
12.  Allocation of profit to tantiems  - 
13.  Non-allocated profit (loss) at the end of the year 2017 carried forward to next financial year (8-9-10-11-12)  6,095,769 

* The share premium of 7,152,034 euro was used to cover the losses by a decision of extraordinary general meeting of shareholders held on 6 November 2017.

1.4.   Appointment of the auditor of the Company.

Draft decision:

To appoint UAB „PricewaterhouseCoopers“ (code: 111473315) as the Company's audit enterprise to perform the audit of the Group financial statements (including – consolidated) for the 2018 financial year. To authorize the Company's general manager or any member of the Board to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case, not more than EUR 50,000 (fifty thousand) (VAT excluded) per year for the audit of the Company's financial statements (including – consolidated).

1.5.   Approval of the rules for granting Company’s shares to employees and (or) members of the bodies of the Company.

Draft decision:

To approve the rules for granting Company’s shares to employees and (or) members of the bodies of the Company.

Taking into account that in accordance with point 1.3 (decision on profit appropriation) EUR 957,000 was allocated to the reserve for granting of shares, to confirm that until the next ordinary general meeting of shareholders, according to the terms of the rules for granting Company’s shares to employees and (or) members of the bodies of the Company there may be granted shares/ signed option agreements for up to 3,300,000 ordinary registered shares of the Company.

 Attached:

  1. Consolidated annual financial statements for the year 2017 and consolidated annual report. Independent Auditor’s report.
  2. Confirmation of responsible persons.
  3. Draft of the rules on granting Company’s shares to employees and (or) members of the bodies of the Company.
  4. General voting ballot.

General Manager
Linas Bulzgys
+370 5 233 5340

Attachments


1. AUGA group AB Audited FS Y2017 EN.pdf
4. General Ballot.docx
2. Confirmation of responsible persons.pdf
3. Draft Rules for granting Companys shares.docx