Notice on the update of questions of the agenda of the extraordinary general meeting of shareholders of AUGA group, AB on 7th November 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 extraordinary general meeting of shareholders of the Company on 7th November 2023 (the “Meeting”) by drafts of decisions, related information and provides general voting ballot to the shareholders.

The Company has received from the shareholders of the Company, who hold shares of the Company carrying more than 1/20 of all the votes, proposals to the Meeting regarding the nominees to the Board of the Company (Item 2 of the agenda of the Meeting) and draft decision regarding question 3 of the agenda of the Meeting.

The following additional candidates for the Company's Board are proposed (Item 2 of the Meeting Agenda) and the draft decisions on Item 3 of the agenda of the Meeting are indicated below:

2. Election of the new Board

The controlling shareholder of the Company, Baltic Champs Group, UAB and the shareholder of the Company European Reconstruction and Development Bank, carrying more than 1/20 of all the votes, propose to elect Peter Bryde to the Company's Board.

The controlling shareholder of the Company, Baltic Champs Group, UAB, carrying more than 1/20 of all the votes, also proposes to elect Justinas Klyvienė and Tomas Rudokas to the Board of the Company.

The Company's shareholders ATIISIF "Multi Asset Selection Fund" (management company -AGGRESSIVE CAPITAL, UAB) and UAB "Hoptrans holding", who’s together carrying more than 1/20 of all the votes, propose to elect Linas Strėlis to the Company's Board.

Considering the submitted proposals, 5 members of the board will be elected from the following 6 proposed candidates:

• Peter Bryde (proposed by Baltic Champs Group, UAB and European Reconstruction and Development Bank);
• Andrej Cyba (proposed by the Company’s Board);
• Kęstutis Juščius (proposed by the Company’s Board);
• Justina Klyvienė (proposed by Baltic Champs Group, UAB);
• Tomas Rudokas (proposed by Baltic Champs Group, UAB);
• Linas Strėlis (proposed by ATIISIF "Multi Asset Selection Fund" (management company -AGGRESSIVE CAPITAL, UAB) and UAB "Hoptrans holding").

According to the information provided to the Company by the candidates, Peter Bryde, Andrej Cyba, Justina Klyvienė, Tomas Rudokas and Linas Strėlis are considered to be independent candidates and Kęstutis Juščius are considered as dependant candidate. Information about proposed candidates is attached as annex to this notice.

3. Approval of the remuneration for newly elected members of the board

The controlling shareholder of the Company, Baltic Champs Group, UAB, carrying more than 1/20 of all the votes, also proposes following draft decision regarding item 3 of the agenda of the Meeting:

To approve the following remuneration for the newly elected board members for one tenure:

3.1  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.

3.2  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.

Attached:

1. Information about candidates for the board members;

2. General voting ballot.

CEO

Kęstutis Juščius

Attachments