AUGA group - Notification on material event

Decisions of the repeated meeting of bondholders convened by the trustee ab which took place on 16th December 2022

The trustee of the bondholders, UŽDAROJI AKCINĖ BENDROVĖ "AUDIFINA" (hereinafter − the Trustee), informed AUGA group, AB (hereinafter − the Company) that the repeated meeting of the bondholders (bonds issued by the Company, ISIN LT0000404238) convened by the Trustee (hereinafter – the Meeting of Bondholders) took place on 16th December 2022.

The following decision has been taken at the Meeting of bondholders.

1. Regarding the correction of the non-compliance of the Company's interest coverage ratio according to the data of the Company's Consolidated Interim Financial Statement for the 6-month period ending on June 30, 2022.

Decision:

Given that:

1. 1. In the base prospectus of the bonds approved by the Bank of Lithuania on November 25, 2019 (hereinafter - the Prospectus) and in the final conditions of part 1 of the bonds (hereinafter - the Final Conditions), among other things, certain financial conditions are stipulated, which the Company undertook to comply with during the validity period of the issued Bonds;
   2. According to the Prospectus, a period of 6 (six) months is provided for the remediation of financial conditions, if the Company does not comply with any of them, also establishing that if the financial condition is corrected within the specified period, this is not an event of default of the Bonds;
   3. After completing the audit of the Company's 2021 annual financial statements (hereinafter - Financial Statements) and after the Company announced the Financial Statements to the public on April 19, 2022, it became clear that it does not fulfil one of the financial conditions stipulated in the Prospectus and the Final Conditions: Interest coverage ratio, which must be 2, according to the Financial Statements was 1.61 (hereinafter - Financial Condition);
   4. Non-compliance of the Financial Condition according to the Prospectus and Final Conditions is not an event of default for the Bonds - this would become an event of default only if the Company's non-compliance of the Financial Condition was not remedied within the 6 (six) month rectification period specified above;
   5. The Company corrected the non-compliance within the specified 6 (six) month correction period. This is confirmed by the Company's Consolidated interim financial statements for 6 months period ending in 2022 June 30 (hereinafter - Semi-Annual Reports), according to which the Financial Condition is 2.1;
   6. According to the Prospectus, the Financial Condition can be determined only once a year based on the data of the Company's Consolidated Annual Audited Financial Statement, which will be approved only in April 2023, therefore, due to these objective reasons, it is not possible to provide proof of the correction of non-compliance of the Financial Condition set out in the Prospectus, even if the Financial Condition is fixed.

To confirm that, based on the data of the Semi-Annual Report, the Company correctly and timely remedied the identified non-compliance of the Financial Condition during the 6 (six) month correction period.

More detailed information about the Meeting of Bondholders is available on the official website of the Company: https://auga.lt/en/investors/green-bonds/; also, the Trustee informs the bondholders separately: https://www.audifina.lt/public-announcement/.

Contacts:
Mindaugas Ambrasas, CFO, AUGA group, AB
Mob. +370 620 67296
E-mail: m.ambrasas@auga.lt