Decisions of extraordinary shareholder‘s meeting of AUGA group, AB which took place on 28th March, 2018

Decisions of extraordinary shareholder‘s meeting of AUGA group, AB (hereinafter – the Company) which took place on 28th March, 2018 (alternative wording of decisions was proposed during the meeting):

1. Increase of the authorized capital of the Company.

1.1. To increase the Company’s authorized capital by EUR 23,200,000 by additional contributions from EUR 54,350,713.08 to EUR 77,550,713.08 by issuing new ordinary registered shares of the Company.

1.2. Company’s authorized capital is increased by issuing up to 80,000,000 new ordinary registered shares of nominal value EUR 0.29 each (hereinafter referred to as Newly Issued Shares / Offer Shares). As per formal requirements of the applicable laws the minimum issue price of each Newly Issued Share shall therefore be deemed to be equal to EUR 0.29 each. The Company will decide the actual offering price after gauging investor interest and other related factors.

1.3. When not all the Newly Issued Shares are subscribed for within the period intended for share subscription, the authorized capital of the Company may be increased by the amount of nominal values of the shares subscribed for. In this case the Board shall be authorised to decide whether the increase of the authorized capital of the Company upon signing of not all the Newly Issued Shares should be deemed effected and (if so) the authorised capital of the Company must be increased by the amount of nominal values of the shares subscribed for.

1.4. To delegate to the Board of the Company to determine the final issue price of the Newly Issued Shares, define the detailed conditions and procedure for the subscription, payment and placement of the Offer Shares. The Board of the Company is commissioned and authorised to draft, approve a prospectus for the public offering of the Offer Shares and admission of all the shares of the Company to trading on regulated markets (Warsaw Stock Exchange and AB Nasdaq Vilnius) and to submit the prospectus to the Bank of Lithuania for approval in compliance with this decision and applicable legislation.

2. Revocation of the pre-emption rights to acquire the newly issued shares of the Company for the existing shareholders

Referring to the Board’s notice, to revoke the pre-emption rights to acquire the Newly Issued Shares of the Company for the existing shareholders as the result of the intention to publicly offer the Newly Issued Shares according to the procedure established in the Law on Securities.

3. Approval of the Articles of Association of the Company; authorization of the General Manager

3.1. Referring to the increase of the authorised capital of the Company and the changed wording of the Law on Companies of the Republic of Lithuania, to approve the new wording of the Articles of Association of the Company (the complete text of the amended Articles of Association is attached as an Annex No 1).

3.2. If not all the Newly Issued Shares are subscribed for within the term for subscription of the shares and the Board of the Company decides to consider the increase of the authorised capital of the Company as effective, the Board of the Company shall make respective amendments in the Articles of Association concerning the amount of the authorised capital and the number of shares. 

3.3. To authorize the Company’s General Manager or other person authorized by him to sign and submit for registration the new wording of the Articles of Association, to draft, sign and submit to the Register of Legal Persons and/or a notary bureau and/or other organisations and institutions all and any other necessary documents required for the increase of the Company’s authorised capital and to perform any other actions in relation with this assignment.

4. Authorisation to the Board to determine the final conditions of the public offer of the Company’s shares

To authorise the Board to determine the final conditions of the public offer of the Company’s shares (Offer Shares), including, without limitation, the final issue price (sale price) of the Offer Shares, as well as the final number of the New Shares to be issued.

5. Admission to listing and trading of the new shares of the Company on the regulated markets and authorization of the Board to take corresponding actions

To initiate the admission to listing and trading of Newly Issued Shares of the Company on the regulated markets of Warsaw Stock Exchange AB Nasdaq Vilnius and authorize the Board of the Company to perform any corresponding actions in relation to the issue.

All documents possessed by the Company related to the agenda of the Meeting,  are available at the  headquarters of AUGA group AB, Konstitucijos av. 21C, Vilnius, Lithuania (tel. +370 5 233 53 40) and also available online at www.auga.lt

Attached:

1.  Approved draft of the Articles of Association of AUGA group, AB.

         Martynas Repecka
         CFO
         tel. +370 5 233 5340

Approved Draft of Articles of Association