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Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 30 April 2021

AUGA group
·9-min read

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 2021, at 10.00 a.m.

Due to the COVID-19 pandemic, a quarantine has been announced in the territory of the Republic of Lithuania by the Government resolution No. 1226 “Regarding the announcement of quarantine in the territory of the Republic of Lithuania” of 4 November 2020, which includes a ban on organizing all events and gatherings in open and closed spaces. Quarantine is currently set until 30 April, 2021, 12:00 p.m. In accordance with recommendations of the Ministry of Economics and Innovations of the Republic of Lithuania, all Company’s shareholders shall have a right to participate in the general meeting of shareholders only by a single mean foreseen in the Law on Companies of the Republic of Lithuania – 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.

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 2021.

Agenda of the meeting:

  1. Consolidated annual report of the Company for the year 2020 and Auditor’s report.

  2. Approval of consolidated set of annual financial statements of the Company for the year 2020.

  3. Approval of the profit (loss) allocation of the Company for the year 2020.

  4. Appointment of the auditor to audit consolidated financial statements of the Company for the year 2021 and approval of auditor’s remuneration.

  5. Approval of new wording of the Articles of Association of the Company.

  6. Election and approval of the board.

  7. Approval of the remuneration for newly elected members of the board.

  8. Provision of implementation of the Strategy of the Company.

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.

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.

Shareholders holding shares giving at least 1/20 of all votes may propose new draft resolutions on issues that are or will be included in the agenda of the general meeting of shareholders, additional candidates to the board of the Company. Proposed draft resolutions and information on additional candidates must be submitted in writing by e-mail address info@auga.lt or by registered mail to the Company at registered office. Considering that voting on the agenda of the general meeting of shareholders will be held only in written form, by filling in and submitting the general ballot paper to the Company in advance, we recommend proposing the new draft resolutions and additional candidates to the board of the Company as early as possible and we also recommend submitting them no later than 5 business days prior to the date of the meeting for proper inclusion in the general ballot paper in order that the other shareholders would have a real opportunity to vote on them.

Due to the applicable quarantine restrictions, the Company's shareholders will be allowed to express their will on the issues of the agenda of the general meeting of shareholders only by filling in and submitting general ballot paper to the Company in advance. 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.

If no later than 5 business days prior to the general meeting of shareholders the alternative draft resolutions or proposals regarding candidates to the board of the Company will be received, the Company will immediately update and publicise the updated general ballot paper form. Shareholders having completed and submitted the general ballot paper to the Company prior to the publication of the updated general ballot paper form will have the right not to take any additional action or to submit the new general ballot paper completed according to the updated general ballot paper form. The duly filled-in general ballot paper will be considered as valid, which will be received by the Company the latest.

The completed general ballot paper and the document confirming the voting right must be submitted to the Company in writing by sending them by registered mail to the Company at Konstitucijos ave. 21C, LT-09306 Vilnius or by email info@auga.lt. Documents sent by e-mail must be signed with a secure electronic signature or by a wet ink signature, additionally sending the original to the Company's registered office address specified in this notice. Only dully filled-in general ballot paper received by the Company no later than on the last business day prior to the date of the meeting, will be considered as valid. The Company has the right not to include the shareholder's vote provided under the general ballot paper if the original of the general ballot paper or the document signed by electronic signature is not received by the Company before the deadline set forth herein.

The Company is not providing the possibility to attend and vote at the general meeting of shareholders through electronic means of communication.

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