Decisions of the Ordinary General Meeting of Shareholders of AUGA
group, AB which took place on 28th April 2023
The Ordinary General Meeting of Shareholders of
AUGA group, AB (legal entity code 126264360, address: Konstitucijos
ave. 21C, Vilnius; Company) took place on 28 April
2023, the shareholders attending the meeting held 167,769,839
shares, which entitled them to 167,769,839 votes (i.e. 73,03% of
votes granted by all shares of the Company.
The following decisions have been taken at
the Ordinary General Meeting of Shareholders:
1. Consolidated annual report of
the Company for the year 2022 and Auditor’s report except the part
of the remuneration report of the Company
Consolidated annual report of the Company for
the year 2022 and Auditor’s report except the part of the
remuneration report of the Company have been taken for the
information.
2. Remuneration report of the Company
for the year 2022 as the part of the Consolidated annual report of
the Company for the year 2022
Decision:
To approve Remuneration report of the Company
for the year 2022 as the part of the Consolidated annual report of
the Company for the year 2022.
3. Approval of consolidated and separate
annual financial statements of the Company for the year
2022
Decision:
To approve consolidated and separate annual
financial statements for the year 2022.
4. Approval of the profit (loss)
allocation of the Company for the year 2022
Decision:
To distribute the Company‘s profit in the
total sum of EUR 7,506,678 available for appropriation,
as follows:
No. |
Ratios |
Amount, EUR |
1. |
Non-allocated profit (loss) of the previous year at the end of the
financial year as of 31 December 2021 |
9,333,977 |
2. |
Net profit (loss) for the financial year |
(2,416,740) |
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 |
589,441 |
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) |
7,506,678 |
8. |
Allocation of profit to compulsory reserve |
- |
9. |
Allocation of profit to reserve for granting of shares |
650,000 |
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) |
6,856,678 |
5. Appointment of the auditor to audit
consolidated financial statements of the Company for the year
2023 and approval of auditor’s remuneration
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
2023 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.
6. Increase of the authorized
capital of the Company under the Employee Share Option
Programme
Decision:
6.1 In accordance with provisions of the
Company’s Share Allocation Rules to increase the authorized share
capital of the Company from EUR 66,617,089.58 to
EUR 67,213,564.48, by issuing 2,056,810 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 by 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 231,770,912 ordinary registered shares.
6.2 Establish that the total issue price of all
New Shares equals to their nominal value
– EUR 596,474.90 The New Shares are granted free of
charge, and they are paid by the Company from the reserve for
granting of shares.
6.3 Establish that right to subscribe and
acquire the New Shares free of charge shall be granted
to the Company’s or its
subsidiaries employees/corporate body members who have
concluded the Share Option Agreement of the Company
in 2020 and accordingly in 2023 have submitted
notice to the Company regarding use of the
option (the Option Holders). The list of
Option Holders, who are entitled to acquire the New Shares is not
published to ensure the protection of personal data.
6.4 Considering that the Company grants shares
of the Company to employees and/or subsidiaries corporate body
members in accordance with the procedure
established by 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.
6.5 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 60 days from
the date of the resolution being adopted by the Meeting.
6.6 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.
6.7 To authorize (including the power to
delegate) the CEO of the Company to sign share subscription
agreements with the Option Holders.
7. Approval of new wording of the
Articles of Association of the Company
Decision:
To amend Articles of Association of the Company
by:
7.1 To amend and approve Item
3.1 of the Articles of Association of the Company and to set it out
in the following (new) wording: ”3.1. The authorised capital of the
Company shall be EUR 67,213,564.48 (sixty-seven million
two hundred thirteen thousand five hundred sixty-four euros
and 48 cents)”.
7.2 To amend and approve Item
3.2 of the Articles of Association of the Company and to set it out
in the following (new) wording: “3.2 The authorised capital
shall be divided into 231,770,912 (two hundred thirty-one
million seven hundred seventy thousand nine hundred twelve)
ordinary registered shares. The par value of each share shall be
EUR 0.29 (twenty-nine cents).
7.3 To authorize (including the
power to delegate) the CEO to sign the amended Articles of
Association and to perform all actions necessary for the
implementation of this resolution.
7.4 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.
8. Election of the Board
Decision:
To elect new members of the Board of the
Company:
-
Ivars Bergmanis
-
Andrej Cyba
-
Dalius Misiūnas
-
Murray Steele
-
Michaela Tod
9. Approval of the remuneration
for newly elected members of the board
Decision:
To approve the following remuneration for the
newly elected board members for one tenure:
9.1 To set a monthly remuneration of EUR 2
280 (before taxes) for a member of the Board and EUR 3 000 (before
taxes) for the Chairman of the Board, irrespective of the annual
number of the Board meetings.
9.2 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.
10. Provision of the Strategy
implementation report.
Strategy implementation report has been taken
for information.
CEOKęstutis Juščius+370 5 233 5340
- augagroupab-2022-12-31-en
- Auga Group 2022_EN
- A4_2022 Report on Strategy
- A3_Information about members of the Board
- A2_New wording of Articles of Association
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