Notice on Convocation of the extraordinary General Meeting of Shareholders of AUGA group, AB on 4th December 2024
At the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, Company) the extraordinary general meeting of shareholders of the Company is being convened on 4th December 2024, at 10.00 a.m.
The meeting will be held in the registered office of the Company, address Konstitucijos ave. 21C, Quadrum North 12 floor, LT-08130 Vilnius, Lithuania.
The registration of the shareholders begins at 9:30 a.m.
The record date of the meeting shall be 27th November 2024.
Agenda for the Ordinary Annual General Meeting of Shareholders:
- Information about the Company's financial difficulties, their causes and proposal to solve the restoration of the solvency of the Company.
- Decision regarding restructuring of the Company.
- Approval of the draft of the Company's restructuring plan.
Draft decision on question 3 – the draft restructuring plan of the Company, which will disclose information about the scope of the Company's financial difficulties and their causes, together with related documents and other relevant information, will be presented separately as an addition to this notice.
Draft decisions of the extraordinary shareholders meeting of the Company are the following:
1. Information about the Company's financial difficulties, their causes and proposal to solve the restoration of the solvency of the Company
1. Information about the financial difficulties of the Company, the reasons for their occurrence and possible ways to restore the Company's solvency shall be considered as presented (no decision shall be taken).
2. To resolve the issue of restoration of the Company's solvency by additional cash contributions from the Company's shareholders and to oblige the Board of the Company to convene an extraordinary general meeting of shareholders of the Company regarding the increase the authorized capital of the Company by additional cash contributions of the Company's shareholders and the amendment of the Articles of Association of the Company.
2. Decision regarding restructuring of the Company
1. To make a decision to restructure the Company.
2. To authorize and oblige the CEO and the Board of the Company (with the right to sub-delegate) to perform all actions and to prepare and sign all documents necessary for the initiation of the restructuring process of the Company.
3. Approval of the draft of the Company's restructuring plan
1. Approve the draft of the restructuring plan of the Company.
2. To authorize the CEO and the Board of the Company (with the right to sub-delegate) to prepare the accompanying documents and annexes to the draft of the restructuring plan of the Company necessary to prepare and attach to the draft of the restructuring plan of the Company, to coordinate the draft restructuring plan of the Company with the creditors of the Company, to prepare the final restructuring plan of the Company and to submit it for approval to the General Meeting of Shareholders of the Company and the creditors of the Company in accordance with the procedure established by legal acts, as well as to carry out any other actions and prepare other documents necessary for the submission of the draft restructuring plan of the Company to the court, initiating the restructuring process of the Company.
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 231,735,132.
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 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 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 not later than by 10 days prior to the general 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 general meeting of shareholders 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 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 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 general meeting of shareholders.
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the general meeting of shareholders 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 general meeting of shareholders. 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 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 or delivered against signature. The Company undertakes to respond if 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 . 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 AUGA group, AB, at the address Konstitucijos ave. 21C, Vilnius, or on the Company’s website at .
