| On the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, hereinafter - the Company) the ordinary general meeting of shareholders of the Company is being convened on 28 March 2018, at 9.00 a.m. The meeting will be held in the conference room at the business centrum QUADRUM NORTH, address Konstitucijos ave. 21C, Vilnius. The registration of the shareholders begins at 8.30 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 March 2018. Agenda of the Meeting: 1. Increase of the authorized capital of the Company. 2. Revocation of the pre-emption rights to acquire the newly issued shares of the Company for the existing shareholders. 3. Approval of the Articles of Association of the Company; authorization of the Head of the Company. 4. Authorisation to the Board to determine the final conditions of the public offer of the Company’s shares. 5. Admission to listing and trading of the shares of the Company on the regulated markets and authorization of the Board to take corresponding actions. The draft decisions of the General Meeting of Shareholders: 1. Increase of the authorized capital of the Company 1.1. To increase the Company’s authorized capital by EUR 11 600 000 by additional contributions from EUR 54 350 713,08 to EUR 65 950 713,08 by issuing new ordinary registered shares of the Company. 1.2. Company’s authorized capital is increased by issuing up to 40,000,000 new ordinary registered shares of nominal value EUR 0.29 each (hereinafter referred to as Newly Issued Shares / Offer Shares). As per formal requirements of the applicable laws the minimum issue price of each Newly Issued Share shall therefore be deemed to be equal to EUR 0.29 each. The Company will decide the actual offering price after gauging investor interest and other related factors. 1.3. When not all the Newly Issued Shares are subscribed for within the period intended for share subscription, the authorized capital of the Company may be increased by the amount of nominal values of the shares subscribed for. In this case the Board shall be authorised to decide whether the increase of the authorized capital of the Company upon signing of not all the Newly Issued Shares should be deemed effected and (if so) the authorised capital of the Company must be increased by the amount of nominal values of the shares subscribed for. 1.4. To delegate to the Board of the Company to determine the final issue price of the Newly Issued Shares, define the detailed conditions and procedure for the subscription, payment and placement of the Offer Shares. The Board of the Company is commissioned and authorised to draft, approve a prospectus for the public offering of the Offer Shares and admission of all the shares of the Company to trading on regulated markets (Warsaw Stock Exchange and AB Nasdaq Vilnius) and to submit the prospectus to the Bank of Lithuania for approval in compliance with this decision and applicable legislation. 2. Revocation of the pre-emption rights to acquire the newly issued shares of the Company for the existing shareholders Referring to the Board’s notice, to revoke the pre-emption rights to acquire the Newly Issued Shares of the Company for the existing shareholders as the result of the intention to publicly offer the Newly Issued Shares according to the procedure established in the Law on Securities. 3. Approval of the Articles of Association of the Company; authorization of the Head of the Company 3.1. Referring to the increase of the authorised capital of the Company and the changed wording of the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the Company (the complete text of the amended Articles of Association is attached as an Annex No 1). 3.2. If not all the Newly Issued Shares are subscribed for within the term for subscription of the shares and the Board of the Company decides to consider the increase of the authorised capital of the Company as effective, the Board of the Company shall make respective amendments in the Articles of Association concerning the amount of the authorised capital and the number of shares. 3.3. To authorize the Company’s General Manager or other person authorized by him to sign and submit for registration the new wording of the Articles of Association, to draft, sign and submit to the Register of Legal Persons and/or a notary bureau and/or other organisations and institutions all and any other necessary documents required for the increase of the Company’s authorised capital and to perform any other actions in relation with this assignment. 4. Authorisation to the Board to determine the final conditions of the public offer of the Company’s shares To authorise the Board to determine the final conditions of the public offer of the Company’s shares (Offer Shares), including, without limitation, the final issue price (sale price) of the Offer Shares, as well as the final number of the New Shares to be issued. 5. Admission to listing and trading of the new shares of the Company on the regulated markets and authorization of the Board to take corresponding actions To initiate the admission to listing and trading of Newly Issued Shares of the Company on the regulated markets of Warsaw Stock Exchange AB Nasdaq Vilnius and authorize the Board of the Company to perform any corresponding actions in relation to the issue. 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 187,416,252. 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. 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 is also provided on the Company’s website at www.auga.lt. 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 Supervisory Council 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. General voting ballot; 2. Draft Articles of Association; 3. Board’s notification | |
