Notice on the update of questions of the agenda of the ordinary general meeting of shareholders of AUGA group, AB on 28 April, 2023 by drafts of decisions and related information
By this notice AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, Company) updates the agenda of the ordinary general meeting of shareholders of the Company on 28 April 2023 (the “Meeting”) by drafts of decisions and related information:
Management comment:
In 2022, audited revenues of AUGA group, AB and its subsidiaries (hereinafter - the Group) were EUR 80.09 million (EUR 80.09 million revenues were reported in interim financial statements for 12 months period ended 31 December 2022, hereinafter unaudited data).
Audited net loss of the Group for year 2022 was EUR 5.35 million (unaudited net loss of EUR 2.72 million for year 2022 reported earlier).
The Group's audited EBITDA for the year 2022 amounted to EUR 19.58 million (unaudited EBITDA of EUR 19.55 million for year 2022 reported earlier).
Draft decisions of the Meeting regarding questions 1-5 and 8-10 of the Agenda of the Meeting are the following:
1. Consolidated annual report of the Company for the year 2022 and Auditor’s report except the part of the remuneration report of the Company
Taken for the information.
2. Remuneration report of the Company for the year 2022 as the part of the Consolidated annual report of the Company for the year 2022
To approve Remuneration report of the Company for the year 2022 as the part of the Consolidated annual report of the Company for the year 2022.
3. Approval of consolidated and separate annual financial statements of the Company for the year 2022
To approve consolidated and separate annual financial statements for the year 2022.
4. Approval of the profit (loss) allocation of the Company for the year 2022
To distribute the Company‘s profit in the total sum of EUR 7,506,678 available for appropriation, as follows:
| No. | Ratios | Amount, EUR |
| 1. | Non-allocated profit (loss) of the previous year at the end of the financial year as of 31 December 2021 | 9,333,977 |
| 2. | Net profit (loss) for the financial year | (2,416,740) |
| 3. | Profit (loss) for the reporting financial year not recognized in the profit and loss account | - |
| 4. | Share based payment for employees’ expenses accounted in the profit and loss account | 589,441 |
| 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) | 7,506,678 |
| 8. | Allocation of profit to compulsory reserve | - |
| 9. | Allocation of profit to reserve for granting of shares | 650,000 |
| 10. | Allocation of profit to other reserves | - |
| 11. | Allocation of profit to dividends | - |
| 12. | Allocation of profit to tantièmes | - |
| 13. | Non-allocated profit (loss) at the end of the reporting year carried forward to next financial year (7-8-9-10-11-12) | 6,856,678 |
5. Appointment of the auditor to audit consolidated financial statements of the Company for the year 2023 and approval of auditor’s remuneration
To appoint UAB PricewaterhouseCoopers (code: 111473315) as the Company‘s audit enterprise to perform the audit of the Consolidated and Separate Financial Statements for the 2023 financial year. To authorize the Company‘s General manager 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 90,000 (ninety thousand) (VAT excluded) per year for the audit of the Company‘s Consolidated and Separate Financial Statements.
8. Election of the Board
8.1 Taking into consideration that the current term of the Company’s Board expires on 28 April 2023, to elect new members of the Board of the Company:
- Ivars Bergmanis
- Andrej Cyba
- Dalius Misiūnas
- Murray Steele
- Michaela Tod
According to the information provided to the Company by the candidates, Ivars Bergmanis, Andrej Cyba, Dalius Misiūnas, Murray Steele and Michaela Tod are considered to be independent candidates. Information about proposed candidates is attached as annex to this notice.
9. Approval of the remuneration for newly elected members of the board
To approve the following remuneration for the newly elected board members for one tenure:
9.1 to set a monthly remuneration of EUR 2 280 (before taxes) for a member of the Board and EUR 3 000 (before taxes) for the Chairman of the Board, irrespective of the annual number of the Board meetings.
9.2 For board members living abroad – compensation of travel and accommodation costs for/during attendance of the board meeting – not exceeding EUR 500 + VAT (Lithuanian tariff) in respect to one board meeting in which he/she participated; if the board member participates in a meeting via communication/IT measures (not physically traveling to Lithuania), travel costs compensation shall not be paid for such participation.
10. Provision of the Strategy implementation report.
Taken for information.
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