Decisions of the Ordinary General Meeting of Shareholders of AUGA group, AB which took place on 30th May 2024
30 Maggio 2024 - 5:01PM
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Decisions of the Ordinary General Meeting of Shareholders of AUGA
group, AB which took place on 30th May 2024
Decisions of the Ordinary General
Meeting of Shareholders of AUGA group, AB which took place on
30th May 2024
The Ordinary General Meeting of Shareholders of
AUGA group, AB (legal entity code 126264360, address: Konstitucijos
ave. 21C, Vilnius; Company) took place on 30
May 2024, the shareholders attending the meeting held 165,248,620
shares, which entitled them to 165,248,620 votes (i.e. 71,31% 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 2023 and Auditor’s report except the part
of the remuneration report of the Company
Decision:
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
Decision:
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
Decision:
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
Decision:
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
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 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
Decision:
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
Decision:
To approve the Remuneration policy of
executives of the Company as per the attached draft.
8. Provision of the Strategy
implementation report
Decision:
Taken for information.
- augagroupab-2023-12-31-en
- Draft of remuneration policy
- New wording of Articles of Association
- Strategy implementation
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