Notice on Convocation of the Extraordinary General Meeting of Shareholders of AUGA group, AB on 16 July 2018

Vilnius, LITHUANIA


On the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos pr. 21C, Vilnius, hereinafter – the Company) the extraordinary general meeting of shareholders of the Company is being convened on 16 July 2018, at 8.30 a.m.

The meeting will be held in the registered office of the Company, address Konstitucijos pr. 21C, Vilnius.

The registration of the shareholders begins at 8.00 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 is 9 July 2018.

Agenda of the meeting:

1. Amendment of the decision on agenda issue 1.4 taken by the Company at the extraordinary general meeting of shareholders held on 28 March 2018, amended by decision on agenda issue 6 of the ordinary general meeting of shareholders held on 30 April 2018, by increasing the number of the existing shares held by Baltic Champs Group, UAB and offered together with the public offering of the shares of the Company, as referred to in the decision.

Draft decisions proposed:

1. Amendment of the decision on agenda issue 1.4 taken by the Company at the extraordinary general meeting of shareholders held on 28 March 2018, amended by decision on agenda issue 6 of the ordinary general meeting of shareholders held on 30 April 2018, by increasing the number of the existing shares held by Baltic Champs Group, UAB and offered together with the public offering of the shares of the Company, as referred to in the decision.

To amend the decision on agenda issue 1.4 taken by the Company at the extraordinary general meeting of shareholders held on 28 March 2018, amended by decision on agenda issue 6 of the ordinary general meeting of shareholders held on 30 April 2018, by increasing the number of the existing shares held by Baltic Champs Group, UAB and offered together with the public offering of the shares of the Company from 20,000,000 shares up to 40,000,000 shares, as referred to in the decision, and set out the decision respectively:

“1.4. To establish that the newly issued shares to be issued under the decisions of the General Meeting of Shareholders of the Company, dated 28 March 2018 (up to 80,000,000 new ordinary registered shares with a nominal value of EUR 0.29 each, hereinafter referred to as the Newly Issued Shares) shall be offered to the investors during the public offering of the shares of the Company together with up to 40,000,000 existing shares, owned by Baltic Champs Group, UAB (hereinafter referred to as the Existing Shares), subject to the condition that the creditors of Baltic Champs Group, UAB do not object to such offering of the Existing Shares. The General Meeting of Shareholders of the Company confirms that it consents and does not object that during the offering the Existing Shares, held by Baltic Champs Group, UAB may be offered together with the Newly Issued Shares and that during the offering no Company’s shares, held by any other shareholders of the Company will be offered; if the Existing Shares will be offered together with the Newly Issued Shares, the costs of the public offering process will have to be covered by the Company and the Shareholder accordingly to the number of the sold Newly Issued Shares and the Existing Shares respectively. To delegate to the Board of the Company to determine the final issue price of the Newly Issued Shares (which will also be the final sale price of the Existing Shares, if applicable), define the detailed conditions and procedure for the subscription, payment and placement of the Offer Shares (including the Existing Shares, if applicable). The Board of the Company is commissioned and authorised to draft, approve a prospectus for the public offering of the offer shares (including the Existing Shares, if applicable) and admission of the Newly Issued Shares 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.”

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 info@auga.lt 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 pr. 21C, Vilnius, or on the Company’s website at www.auga.lt.

Attached:

  1. General voting ballot.

General Manager
Linas Bulzgys
+370 5 233 5340

Attachment


Attachments
Annex 1