Notice of the draft decisions on the agenda and general voting ballot for the Annual General Meeting of Shareholders of AUGA Group AB, a company undergoing restructuring, Convened on 29th August 2025
As previously , the Annual General Meeting of Shareholders of AUGA group, AB, a company undergoing restructuring (legal entity code 126264360, registered office at Konstitucijos Ave. 21C, Vilnius, hereinafter – the “Company”) is convened on the initiative and decision of the Company’s Board on 29th August 2025 at 10:00 AM (hereinafter – the “Meeting”). The Company also publishes the general voting ballot.
Agenda of the Meeting:
- Consolidated management report of the Company for the year 2024 and independent Auditor’s conclusion except the part of the remuneration report of the Company for the year 2024.
- Remuneration report of the Company for the year 2024 as the part of the Consolidated management report of the Company for the year 2024.
- Approval of consolidated set of annual financial statements of the Company for the year 2024.
- Approval of the profit (loss) allocation of the Company for the year 2024.
- Election of members of the Company's Board.
- Determination of remuneration for Board members.
- Provision of the implementation of the Strategy of the Company.
- Amendment of the Articles of Association of the Company.
Considering that the implementation of the draft restructuring plan of the Company, approved by the shareholders on 12 August 2025 and by the creditors on 18 August 2025, requires amendments to the Articles of Association, the Board proposes the following draft resolution under item 8 of the Meeting agenda:
8. Amendment of the Company’s Articles of Association
8.1 To amend the Articles of Association by stipulating that essential decisions related to the transfer and/or acquisition of the Company’s and/or AUGA Group’s assets specified in that plan, the approval of the essential commercial terms of such transactions, decisions on the terms of transfer of the Company’s and/or AUGA Group’s assets and liabilities to the fund, as well as other matters related to the Company as an investor in the fund would be adopted by the Company's board by a majority of 4/5 of the votes of the Board members participating in the meeting. Additionally, to implement other amendments related to changes in legal regulation.
8.2 To approve the new wording of the Company’s Articles of Association (attached).
8.3 To authorize the Company’s CEO or another authorized person to sign the Articles of Association and perform all actions necessary to implement this resolution.
Draft resolutions (respective candidates for the Company’s Board of Directors) regarding items 5–6 of the Meeting agenda (respective candidates for the Company’s Board) will be submitted later, as the draft restructuring plan of the Company stipulates that the Board shall propose to the General Meeting of Shareholders a new composition of the Board, including at least two candidates nominated by the Company’s creditors and one candidate nominated by shareholders not related to the controlling shareholder, in accordance with the procedure set out in the restructuring plan. Considering that the Company’s creditors’ meeting was held on the same day this notice is being published, additional time is required to coordinate nominations to the Company’s Board from creditors and/or shareholders. This will ensure that the proposed candidates for Board membership meet the requirements set out in applicable legislation and best reflect the interests of the Company, its shareholders, creditors, and other stakeholders.
Contacts:
CEO of AUGA group, AB under restructuring
Elina Chodzkaitė – Barauskienė
Attachments
