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2022-04-29 15:44:34 CEST 2022-04-29 15:44:40 CEST REGULATED INFORMATION AUGA group - General meeting of shareholdersDecisions of the Ordinary General Meeting of Shareholders of AUGA group, AB which Took Place on 29th April 2022The Ordinary General Meeting of Shareholders of AUGA group, AB (legal entity code 126264360, address: Konstitucijos ave. 21C, Vilnius; Company) took place on 29 April 2022, the shareholders attending the meeting held 190,820,345 shares, which entitled them to 190,820,345 votes (i.e. 83,91% of votes granted by all shares of the Company. The following decisions have been taken at the General Meeting of Shareholders: 1. Consolidated annual report of the Company for the year 2021 and Auditor’s report Decision: 1.1 Consolidated annual report of the Company for the year 2021 and Auditor’s report taken for the information. 1.2 To approve the Remuneration report for the year 2021 of the Company as part of Consolidated annual report of the Company for the year 2021. 2. Approval of consolidated and separate annual financial statements of the Company for the year 2021 Decision: To approve consolidated and separate annual financial statements for the year 2021. 3. Approval of the profit (loss) allocation of the Company for the year 2021 Decision: To distribute the Company‘s profit in the total sum of EUR 9,826,977 available for appropriation, as follows:
Decision: 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 2022 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 90,000 (ninety thousand) (VAT excluded) per year for the audit of the Company‘s Consolidated and Separate Financial Statements. 5. Increase of the authorized capital of the Company under the Employee Share Option Programme Decision: 5.1 In accordance with provisions of the Company’s Share Allocation Rules to increase the authorized share capital of the Company from EUR 65,950,713.08 to EUR 66,660,290.88, by issuing 2,446,820 ordinary registered shares with the nominal value of EUR 0.29 to granting shares of the Company free of charge to the employees and/or subsidiaries corporate body members in accordance with the procedure established in Article 471 of the Law on Companies of the Republic of Lithuania (the New Shares). Following the issuance of the New Shares, the authorized share capital of the Company will be divided into 229,863,072 ordinary registered shares. 5.2 Establish that the total issue price of all New Shares equals to their nominal value – EUR 709,577.80. The New Shares are granted free of charge, and they are paid by the Company from the reserve for granting of shares. 5.3 Establish that right to subscribe and acquire the New Shares free of charge shall be granted to the employees and/or subsidiaries corporate body members who have concluded the Share Option Agreement of the Company in 2019 and accordingly in 2022 have submitted notice to the Company regarding the use of the option. 5.4 Considering that the Company grants shares of the Company to employees and/or subsidiaries corporate body members in accordance with the procedure established in Article 471 of the Law on Companies of the Republic of Lithuania, to revoke the pre-emption right of all shareholders of the Company to acquire the New Shares. 5.5 Establish that the option holders shall have a right to subscribe to a number of the New Shares provided in the shares option agreements by concluding a share subscription agreement with the Company within 30 (thirty) days from the date of the resolution being adopted by the Meeting. 5.6 If during the period for the subscription of the New Shares not all the New Shares are subscribed, the authorized share capital of the Company may be increased by the amount of the nominal values of the New Shares that have been subscribed by the separate decision of the Board of the Company. 6. Approval of new wording of the Articles of Association of the Company Decision: To amend Articles of Association of the Company by:
To Authorize the general manager or another person authorised by him to sign the amended Articles of Association and to perform all actions necessary for the implementation of this resolution. To establish that if during the period for the subscription of the New Shares not all the New Shares are subscribed, Items 3.1 and 3.2 of the Company's Articles of Association may be amended by the amount of the nominal values of the New Shares that have been subscribed, by the separate decision of the Board of the Company. According to this decision, the Board of the Company has the right to change the amount of the authorized capital and the number of shares of the Company in the Articles of Association and to submit the amended Articles of Association to the Register of Legal Entities. 7. Approval of the new wording of the remuneration for elected members of the Board Decision: To approve the following remuneration procedure for the members of the Board of the Company for the remaining term of office:
8. Provision of the Strategy implementation report. Taken for information. Company’s Annual report, Consolidated and Separate Financial Statements and Independent Auditor‘s Report for 2021 in one zip document can be find on Nasdaq Baltic website. Attached:
CEO Kęstutis Juščius +370 5 233 5340 Attachments |
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