Notice on the update of questions of the agenda of the ordinary general meeting of shareholders of AUGA group, AB on 30 April 2021 by drafts of decisions and related informationBy this notice AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, Company) updates the agenda of the ordinary general meeting of shareholders of the Company on 30 April 2021 by drafts of decisions and related information:
Management comment: In 2020, audited revenues of AUGA group, AB and its subsidiaries (Group) were EUR 83.07 million (EUR 83.11 million revenues were reported in interim financial statements for 12 months period ended 31 December 2020, hereinafter unaudited data). Audited net profit of the Group for year 2020 was EUR 1.79 million (unaudited net profit of EUR 0.94 million for year 2020 reported earlier). Group's audited EBITDA for the year 2020 amounted to EUR 20.83 million (unaudited EBITDA of EUR 21.07 million for year 2020 reported earlier). Draft decisions of the ordinary shareholders meeting of the Company regarding questions of the Agenda of the Meeting are the following: 1. Consolidated annual report of the Company for the year 2020 and Auditor’s report Taken for the information. 2. Approval of consolidated and separate annual financial statements of the Company for the year 2020 To approve consolidated and separate annual financial statements for the year 2020. 3. Approval of the profit (loss) allocation of the Company for the year 2020 To distribute the Company‘s profit in the total sum of EUR 11,088,936 available for appropriation, as follows: | No. | Ratios | Amount, Euros | | 1. | Non-allocated profit (loss) of the previous year at the end of the financial year as of 31 December 2020 | 6,701,288 | | 2. | Net profit (loss) for the financial year | 4,140,648 | | 3. | Profit (loss) for the reporting financial year not recognized in the profit and loss account | - | | 4. | Share based payment for employees’ expenses accounted in the profit and loss account | 247,000 | | 5. | Shareholders' contribution against losses | - | | 6. | Portion of the reserve of tangible fixed assets | - | | 7. | Profit (loss) for allocation (1+2+3+4+5+6) | 11,088,936 | | 8. | Allocation of profit to compulsory reserve | 207,032 | | 9. | Allocation of profit to reserve for granting of shares | 493,000 | | 10. | Allocation of profit to other reserves | - | | 11. | Allocation of profit to dividends | - | | 12. | Allocation of profit to tantièmes | - | | 13. | Non-allocated profit (loss) at the end of the reporting year carried forward to next financial year (7-8-9-10-11-12) | 10,388,904 |
4. Appointment of the auditor to audit consolidated financial statements of the Company for the year 2021 and approval of auditor’s remuneration To appoint UAB PricewaterhouseCoopers (code: 111473315) as the Company‘s audit enterprise to perform the audit of the Consolidated and Separate Financial Statements for the 2021 financial year. To authorize the Company‘s General manager to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case, not more than EUR 60,000 (sixty thousand) (VAT excluded) per year for the audit of the Company‘s Consolidated and Separate Financial Statements. 5. Approval of new wording of the Articles of Association of the Company To amend Articles of Association of the Company by: - To supplement Article 7.13 of the Articles of Association of the Company with: “The quorum for meetings of the Board shall be calculated from the members of the Board in office”.
- To supplement Article 7.18 Articles of Association of the Company with: “In case of unpredictable circumstances, the Board has the right to change the date of General Meeting of Shareholders convened by the Board or cancel the General Meeting of Shareholders convened by the Board.”
- few other amendments to implement best corporate governance practices, as per the draft of new wording of the Articles of Association provided for approval.
To 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. Election of the Board - To recall members of the Board of the Company on the grounds of the expiry of the term of office of the Board;
- To elect new members of the Board of the Company:
- Andrej Cyba
- Tomas Krakauskas
- Dalius Misiūnas
- Murray Steele
- Michaela Tod
According to the information provided to the Company by the candidates, Andrej Cyba, Dalius Misiūnas, Murray Steele and Michaela Tod are considered to be independent candidates. Information about proposed candidates is attached as annex to this notice. 7. Approval of the remuneration for newly elected members of the board To approve the following remuneration for the newly elected board members for one tenure: - 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;
- 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.
8. Provision of the Strategy implementation report. Taken for information. Attached: - Independent Auditor’s Report, Consolidated Annual Report and Consolidated and Separate Financial Statements for the Year Ended 31 December 2020.
- Confirmation of responsible persons.
- Notice of Explanation of Divergence in the Result of the reporting year in Audited Annual Financial Statements from the published Preliminary results.
- Comment regarding approval of the profit (loss) allocation.
- Draft of the new wording of the Articles of Association of the Company.
- Information about candidates to the Board of the Company.
- Strategy implementation report.
- General voting ballot.
CEO
Kęstutis Juščius
+370 5 233 5340
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