Notice on Convocation of the extraordinary General Meeting of Shareholders of AUGA group, AB on 7th November 2023
16 September 2023 - 12:49AM
Notice on Convocation of the extraordinary General Meeting of
Shareholders of AUGA group, AB on 7th November 2023
At the initiative and by the decision of the
Board of AUGA group, AB (code 126264360, address Konstitucijos ave.
21C, Vilnius, the Company) the extraordinary
general meeting of shareholders of the Company is being convened
on 7th November 2023, at 10.00 a.m.
The meeting will be held at the conference room
at the business center QUADRUM NORTH, address Konstitucijos ave.
21C, Vilnius.
The registration of the shareholders
begins at 9:30 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 shall be
27th October 2023.
Agenda of the Meeting:
- Withdrawal of the Board (in corpore)
-
Election of the new Board
-
Approval of the remuneration for newly elected members of the
board
Draft decisions of the general meeting
of shareholders are the following:
1. Withdrawal of the Board (in
corpore)
To withdraw the Board of the Company (in
corpore) before the end of the term.
2. Election of the new
Board
Candidates to the Board: Andrej Cyba and
Kęstutis Juščius.
Information about all proposed
candidates to the position of Board member and
draft decision of the agenda item 3
shall be published separately by supplementing this
notice.
For more information about the structural
changes in the Company's management, see here.
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 231,735,132.
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. 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. Form of the general ballot paper to vote in
this meeting shall be provided together with publishing the last
update to the notice not later than by 10 days prior to the general
meeting date. 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 shall also be provided on the Company’s website
at www.auga.lt not later than by 10 days prior to the general
meeting date. 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. 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 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 ave. 21C, Vilnius, or on
the Company’s website at www.auga.lt.
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