Notice on the Annual General Meeting of Shareholders of the AUGA group, AB entity under restructuring on 29 August 2025
AUGA group, AB entity under restructuring (code 126264360, registered office at Konstitucijos pr. 21C, Vilnius, hereinafter referred to as the „Company“), by the initiative and decision of the Board, is convening an Annual General meeting of shareholders on August 29, 2025, at 10:00 a.m., hereinafter referred to as the “Meeting”.
The Meeting will be held at the conference room at the business center QUADRUM NORTH, address Konstitucijos ave. 21C, Vilnius.
The registration of the shareholders begins at 09.30 a.m.
Only those persons who will be shareholders of the Company at the close of the record date of the Meeting may participate and vote at the Meeting.
The record date of the Meeting shall be 22nd August 2025.
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.
Drafts of decisions on questions 5-6 of the Meeting Agenda together with related documentation and further information shall be published separately by supplementing this notice. Proposed draft decisions of the Meeting on questions 1-4 and 7 of the Meeting Agenda are the following:
1. 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.
Taken for the information.
2. Remuneration report of the Company for the year 2024 as the part of the Consolidated management report of the Company for the year 2024.
To approve remuneration report of the Company for the year 2024 as the part of the Consolidated management report of the Company for the year 2024.
3. Approval of consolidated set of annual financial statements of the Company for the year 2024.
To approve the set of annual financial statements of Company and the set of consolidated financial statements of Company’s group for the year ended 31 December 2024
4. Approval of the profit (loss) allocation of the Company for the year 2024.
To distribute the Company’s profit in the total sum of EUR (22,762,493) available for allocation, 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 2024 | 2,818,717 |
| 2. | Net profit (loss) for the financial year | (22,762,493) |
| 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 | 606,500 |
| 5. | Shareholders' contribution against losses | - |
| 6. | Portion of the reserve of tangible fixed assets | - |
| 7. | Transfers of compulsory reserve to cover losses | 2,040,737 |
| 8. | Transfers of share premium to cover losses | 6,707,451 |
| 9. | Profit (loss) for allocation (1+2+3+4+5+6+7+8) | (10,589,088) |
| 10. | Allocation of profit to compulsory reserve | - |
| 11. | Allocation of profit to reserve for granting of shares | - |
| 12. | Allocation of profit to other reserves | - |
| 13. | Allocation of profit to dividends | - |
| 14. | Allocation of profit to tantièmes | - |
| 15. | Non-allocated profit (loss) at the end of the reporting year carried forward to next financial year (9-10-11-12-13-14) | (10,589,088) |
7. Provision of the implementation of the Strategy of the Company.
Taken for information.
Shareholders of the Company shall have a right to participate and vote at the Meeting 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 Meeting is the same and amounts to 233,803,368.
ISIN code of the Company’s shares is LT0000127466.
A person attending the Meeting 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 Meeting.
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 Meeting on his/her behalf. At the Meeting 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 no later than until the last business day before the Meeting. 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 Meeting date. Upon a shareholder’s request, the Company, not later than 10 days before the 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 not later than by 10 days prior to the 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 or providing them against signature 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.
The Company is not providing the possibility to attend and vote at the Meeting 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 Meeting. 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 Meeting shall be presented. Proposal to supplement the agenda must be presented to the Company sending them by registered mail or providing it against signature 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 Meeting.
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the Meeting 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 Meeting, additional candidates to the members of the Board of the Company. The proposed draft decisions must be presented in writing sending them by registered mail or providing them against signature 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 Meeting 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 or delivered against signature. The Company undertakes to respond if questions are received not later than 3 business days before the Meeting. Responses of a general character shall be posted on the Company’s website . 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 Meeting, draft resolutions, and other documents to be submitted to the Meeting as well as to get information regarding execution of the shareholders’ rights at AUGA group, AB, at the address Konstitucijos ave. 21C, Vilnius, or on the Company’s website at .
Contacts:
CFO of AUGA group, AB under restructuring
Kristupas Baranauskas
Attachments
