Published: 2020-04-08 20:44:27 CEST
AUGA group
General meeting of shareholders

Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 30 April 2020

At the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos avenue 21C, Vilnius, Company) the ordinary general meeting of shareholders of the Company is being convened on 30 April 2020, at 10.00 a.m.

The meeting will be held at the conference room at the business center QUADRUM NORTH, address Konstitucijos avenue 21C, Vilnius.

The registration of the shareholders begins at 9:30 a.m.

Only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders may participate and vote at the general meeting of shareholders.

The record date of the meeting shall be 23 April 2020.

Taking into account the recommendations of the Ministry of Economics and Innovations of the Republic of Lithuania and of the Bank of Lithuania, in case on the day of the general meeting of shareholders the quarantine regime shall still be in force in the territory of the Republic of Lithuania, all the shareholders shall have a right to participate in the general meeting of shareholders only by a single mean, foreseen in the Law of the Republic of Lithuania on Companies – by filling the General Ballot Paper and providing it in advance to the Company. If the quarantine regime will already be revoked on the day of the general meeting of shareholders, it shall take place with no limitations regarding the form of attendance thereof.

Agenda of the Meeting:

  1. Consolidated annual report of the Company for the year 2019 and Auditor’s report.
  2. Approval of consolidated set of annual financial statements of the Company for the year 2019.
  3. Approval of the profit (loss) allocation of the Company for the year 2019.
  4. Appointment of the auditor to audit consolidated financial statements of the Company for the year 2020 and approval of auditor’s remuneration.
  5. Amendment of the rules for granting Company’s shares to employees and (or) members of the bodies of the Company and approval of new wording thereof.
  6. Approval of the remuneration policy of executives of the Company.
  7. Provision of the Strategy of the Company and its implementation report.

Drafts of decisions with related documentation and further information shall be published separately by supplementing this notice.

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 227,416,252.

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 at 24:00. 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 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.

As it is indicated above, in case on the day of the general meeting of shareholders the quarantine regime shall still be in force in the territory of the Republic of Lithuania, all the shareholders shall have a right to participate in the general meeting of shareholders only by a single mean – by filling the General Ballot Paper and providing it in advance to the Company at the aforementioned address and method.

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 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, as well as the additional candidates to the members of the Management Board of the Company (if elected). The proposed draft decisions must be presented in writing sending them by registered mail 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. The Company undertakes to respond if the 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 the Company’s website at www.auga.lt under the heading „For investors“. In case the quarantine regime shall be revoked in the territory of the Republic of Lithuania the shareholders shall have a right to familiarize with the aforementioned documents at the registered address of the Company at AUGA group, AB, at the address Konstitucijos avenue. 21C, Vilnius, and on the indicated Company’s website at www.auga.lt.

CEO
Kestutis Juscius
+370 5 233 5340