Notice on the amendment agenda of the ordinary general meeting of shareholders of AUGA group, AB held on 30 May 2024 and the update of questions of the agenda by drafts of decisions with related information
17 Maggio 2024 - 3:34PM
UK Regulatory
Notice on the amendment agenda of the ordinary general meeting of
shareholders of AUGA group, AB held on 30 May 2024 and the update
of questions of the agenda by drafts of decisions with related
information
By the decision of the Board of AUGA group, AB
(code 126264360, registered office address Konstitucijos pr. 21C,
Vilnius, the “Company”) it was decided to amend the agenda of the
Ordinary General Meeting of Shareholders to be held on 30 May 2024
(the "Meeting") by removing item No. 5 "Appointment of the
Company's auditor to the audit of the financial statements for 2024
and approval of its remuneration". The auditor selection process
took longer than planned due to the lengthy audit of the Company's
financial statements. The Board of the Company aims to present to
the Meeting the most suitable auditor candidate and, together with
the management of the Company, is still analysing and evaluating
the auditor proposals submitted to the Company. The Board of the
Company, having duly evaluated the proposals and selected the most
suitable auditor, will convene an Extraordinary Shareholders'
Meeting to consider the appointment of the auditor for the audit of
the financial statements for 2024 and the approval of the auditor's
remuneration.
The Company sets out the following actual agenda
of the Meeting and the proposed draft resolutions on the items on
the agenda of the Meeting, together with the related
information:
Agenda for Meeting:
-
Consolidated annual report of the Company for the year 2023 and
Auditor’s report except the part of the remuneration report of the
Company;
- Remuneration report
of the Company for the year 2023 as the part of the Consolidated
annual report of the Company for the year 2023;
- Approval of
consolidated set of annual financial statements of the Company for
the year 2023;
- Approval of the
profit (loss) allocation of the Company for the year 2023;
- Increase of the
authorized capital of the Company under Employee Share Option
Programme;
- Approval of the new
wording of the Articles of Association of the Company;
- Approval of the new
wording of the Remuneration Policy of executives of the
Company;
- Provision of the
implementation of the Strategy of the Company.
The draft decisions of the Meeting on the items on the
agenda of the Meeting are proposed as follows:
1. Consolidated annual report of the Company for
the year 2023 and Auditor’s report except the part of the
remuneration report of the Company
Taken for the information.
2. Remuneration report of the Company for the year 2023
as the part of the Consolidated annual report of the Company for
the year 2023
To approve Remuneration report of the Company for the year
2023 as the part of the Consolidated annual report of the Company
for the year 2023.
3. Approval of consolidated and separate annual financial
statements of the Company for the year 2023
To approve consolidated and separate annual financial
statements for the year 2023.
4. Approval of the profit (loss) allocation of the
Company for the year 2023
To distribute the Company’s profit in the total sum of
EUR 3,218,717 available for allocation, 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 2023 |
6,856,678 |
2. |
Net profit (loss) for the financial year |
(4,295,292) |
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 |
657,331 |
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) |
3,218,717 |
8. |
Allocation of profit to compulsory reserve |
- |
9. |
Allocation of profit to reserve for granting of shares |
400,000 |
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) |
2,818,717 |
5. Increase of the authorized capital of the
Company under the Employee Share Option Programme
5.1 In accordance with provisions of the
Company’s Share Allocation Rules to increase the authorized share
capital of the Company from EUR 67,203,188.28 to EUR 67,845,318.17,
by issuing 2,214,241 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 233,949,373 ordinary registered shares.
5.2 Establish that the total issue price of
all New Shares equals to their nominal value – EUR 642,129.89.
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 Company’s or its
subsidiaries employees/corporate body members who have
concluded the Share Option Agreement of the Company in 2021 and
accordingly in 2024 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.
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 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.
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 40 (forty)
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.
5.7 To authorize (including the power to
delegate) the CEO of the Company to sign share subscription
agreements with the Option Holders.
6. Approval of new wording of the Articles of
Association of the Company
To amend Articles of Association of the
Company by:
6.1 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 67,845,318.17 (sixty-seven million
eight hundred forty-five thousand three hundred eighteen euros and
17 cents)”.
6.2 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 233,949,373 (two hundred thirty-three million
nine hundred forty-nine thousand three hundred seventy-three)
ordinary registered shares. The par value of each share shall be
EUR 0.29 (twenty-nine euro cents).
6.3 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.
6.4 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.
7. Approval of new wording of the
Remuneration policy of executives of the Company
To approve the Remuneration policy of
executives of the Company as per the attached draft.
8 Provision of the Strategy
implementation report.
Taken for information.
- AUGA Group 2023_EN_
- New wording of Articles of Association
- Draft of remuneration policy
- Strategy implementation
- General voting ballot_30052024_VAS
Grafico Azioni Auga Group Ab (LSE:0IR4)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Auga Group Ab (LSE:0IR4)
Storico
Da Giu 2023 a Giu 2024