Decisions of the Annual General Meeting of Shareholders of AUGA group, AB, entity under restructuring which took place on 29th August 2025
The Annual General Meeting of Shareholders of AUGA group, RAB (legal entity code 126264360, address: Konstitucijos ave. 21C, Vilnius; the “Company”) took place on 29th August 2025, the shareholders attending the meeting held 212,485,026 shares, which entitled them to 212,485,026 votes (i.e. 90.88% of votes granted by all shares of the Company).
The shareholders present at the meeting approved the Company’s annual information, elected a new Board, and endorsed the proposed amendments to the Company’s Articles of Association.
“During this important period, AUGA group received exceptional shareholder engagement and trust – 7 candidates were proposed for the Board, and a record-high number of shareholders, representing nearly 91% of all shares, participated in the meeting. This clearly demonstrates the importance of the Company and the determination of shareholders to secure its future together,” said Kęstutis Juščius.
“I believe that the Board members elected alongside me – Aleksandras Šutovičius and Andrej Cyba (proposed by the Board as well as secured and unsecured creditors), Peter Bryde (nominated by the Board and the European Bank for Reconstruction and Development), and Linas Strėlis (proposed by minority shareholders) – having received the mandate to implement the restructuring plan, will devote their utmost efforts in the near term to restore the Company’s ability to meet its obligations to creditors, rebuild value for shareholders, and successfully carry out this plan”.
The following decisions have been taken at the Annual General Meeting of Shareholders:
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.
Decision:
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.
Decision:
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.
Decision:
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.
Decision:
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) |
5. Election of members of the Company's Board
Decision:
Considering that the current Board term ends on 29th August 2025, the following individuals have been elected as members of the new Board:
- Peter Bryde (nominated by the Company’s Board and the European Bank for Reconstruction and Development);
- Andrej Cyba (nominated by the Company’s Board and a creditor whose claim is unsecured by mortgage, in accordance with the Company’s restructuring plan;
- Kęstutis Juščius (nominated by the Company’s Board);
- Linas Strėlis – (proposed by ATIISIF “Multi Asset Selection Fund” and Willgrow, UAB);
- Aleksandras Šutovičius (nominated by a creditor whose claim is secured by mortgage, in accordance with the Company’s restructuring plan).
According to the information provided to the Company, Peter Bryde, Andrej Cyba, and Linas Strėlis are considered independent Board members. Kęstutis Juščius, as the sole shareholder of UAB “Baltic Champs group”, which controls the Company, and Aleksandras Šutovičius, as the CEO of UAB “Okseta”, which holds more than half of the Company’s issued Green Bonds, are not considered independent Board members.
6. Determination of remuneration for Board members
Decision:
6.1 To approve the following remuneration for the newly elected board members for one tenure: 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.
6.2 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.
7. Provision of the implementation of the Strategy of the Company.
Decision:
Taken for information.
Decision:
8. Amendment of the Company’s Articles of Association
Decision:
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.
Contacts:
CEO of AUGA group, AB under restructuring
Elina Chodzkaitė – Barauskienė
Attachments
