| At the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, Company) the ordinary general meeting of shareholders of the Company is being convened on 30 April 2019, at 10.00 a.m. 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 9:30 a.m. Only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders may participate and vote at the general meeting of shareholders. The record date of the meeting shall be 23 April 2019. Agenda of the Meeting: 1. Consolidated annual report of the Company for the year 2018 and Auditor’s report 2. Approval of consolidated annual financial statements of the Company for the year 2018 3. Approval of the profit (loss) allocation of the Company for the year 2018 4. Appointment of the auditor to audit consolidated financial statements of the Company for the year 2019 and approval of auditor’s remuneration 5. Approval of new wording of the Articles of Association of the Company 6. Approval of independency criteria of the Company’s board members 7. Election of the board 8. Approval of the remuneration for newly elected members of the board 9. Approval of remuneration to be awarded to the current supervisory board members for performance of their supervisory council and audit committee member functions Drafts of decisions on questions 1-4 together with related documentation and further information shall be published separately by supplementing this notice. Taking into account the best corporate governance practices the Company wishes to have possibility to choose candidates to the board members to be proposed for the general meeting for appointment from a wide pool of candidates, especially given the fact that the Company will aim to comply with the statutory requirement that at least 1/3 of the board members (in the Company’s situation – 2 out of 5) should be independent. Therefore, the Company calls for proposals/applications for independent board members to be elected to the Company’s board. Proposals/applications may be submitted to the Company by e-mail [email protected] and must be received by the Company not later than 14 days prior to the date of the annual general meeting of shareholders (i.e. by close of business of 16 April 2019). Only proposals/applications containing full name of the candidate, contact details, detailed account of the relevant education, experience, publications, and information on compliance with independency criteria shall be considered. Template sample form for candidate information is attached. The Company shall publish draft decision on item 7 of the meeting’s agenda, i.e. proposed candidates to the board members, not later than 10 days prior to the date of the annual general meeting of shareholders (i.e. by close of business of 19 April 2019). Draft decisions of the ordinary shareholders meeting of the Company regarding questions 5-6, 8-9 of the Agenda of the Meeting are the following: 5. Approval of the new wording of Articles of Association Amend Articles of Association of the Company by: (a) eliminating supervisory council; (b) vesting in the management board (i) supervisory functions provided in Article 34 part 11 of the Law on Companies, and (ii) functions of approval annual budget and business plan, risk management policies and procedures, risk levels of the Company's activities, financial and non-financial objectives of the general manager of the Company; (c) providing that approval of the management board shall be required for those transactions value of which exceeds 1/20 of the Company's authorized capital; (d) providing that general manager takes decisions and is entitled to execute transactions value of which does not exceed 1/20 of the Company's authorized capital without approval of the board being required thereto; (e) few other amendments to reflect recent changes in the Law on Companies and implement several other best corporate governance practices, as per the draft of new wording of the Articles of Association provided for approval. Approve the new wording of the Articles of Association of the Company as per the attached draft. Authorize and instruct the general manager to have such new wording of the Articles of Association registered with the Register of Legal Persons. 6. Approval of independency criteria of the Company’s board members Approve independency criteria of the board members of the Company as per the attached draft. 8. Approval of the remuneration for board members. Approve the following remuneration for the newly elected board members for one tenure: (a) EUR 1,900 (before taxes) for members of the Management Board and EUR 2,500 (before taxes) for the chairman of the Management Board per one board meeting, which includes preparation for the meeting, travel time to/from the meeting, attending the meeting, follow-up questions and closure work related to the meeting. Should there be more than 12 board meetings in 12 months, the indicated remuneration is to be paid for each meeting. Should there be less than 12 meetings per 12 consecutive months, board member will nonetheless receive remuneration for 12 meetings per 12 months. Remuneration shall not be paid for the decisions made in writing or any other way in between the meetings nor for meetings which the board member did not attend; (b) 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. 9. Approval of remuneration to be awarded to the current supervisory board members for performance of their supervisory council and audit committee member functions Considering that current members of the Supervisory Board of the Company have served two terms of office and have also served one term as the members of Audit Committee without any remuneration for the performance of such functions; current management board proposed the following decision in relation to remuneration to be awarded to the current supervisory council and audit committee members for their performance of the former functions to date: To approve the remuneration of EUR 20,000 (before taxes) for each member of the Supervisory Council, i.e. EUR 20,000 (before taxes) for Liudas Navickas, EUR 20,000 (before taxes) for Vladas Lašas, and EUR 20,000 (before taxes) for Rimantas Rudzkis for the performance of functions as members of the Supervisory Board (two terms) and members of the Audit Committee (one term). 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 227,416,252. 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 [email protected] no later than until the last business day before the meeting at 12.00 p.m. 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 www.auga.lt 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, as well as the additional candidates to the members of the Management Board of the Company (if elected). 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 the 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 www.auga.lt. 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 www.auga.lt. Attached: 1. Draft of the new wording of Articles of Association; 2. Company’s Board member independency criteria 3. Template sample form for candidate information General Manager Linas Bulzgys +370 5 233 5340 | |
