Raport.

AUGA GROUP AB (132/2018) CORRECTION: Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 28 March 2018

Podstawa prawna: Corrected: the record date of the meeting.
On the initiative and by the decision of the Board of AUGA group, AB (code 126264360, address Konstitucijos ave. 21C, Vilnius, hereinafter - the Company) the ordinary general meeting of shareholders of the Company is being convened on 28 March 2018, at 9.00 a.m.
The meeting will be held in the conference room at the business centrum QUADRUM NORTH, address Konstitucijos ave. 21C, Vilnius.
The registration of the shareholders begins at 8.30 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 21 March 2018.
Agenda of the Meeting:
1. Increase of the authorized capital of the Company.
2. Revocation of the pre-emption rights to acquire the newly issued shares of the Company for the existing shareholders.
3. Approval of the Articles of Association of the Company; authorization of the Head of the Company.
4. Authorisation to the Board to determine the final conditions of the public offer of the Company's shares.
5. Admission to listing and trading of the shares of the Company on the regulated markets and authorization of the Board to take corresponding actions.

The draft decisions of the General Meeting of Shareholders:
1. Increase of the authorized capital of the Company
1.1. To increase the Company's authorized capital by EUR 11,600,000 by additional contributions from EUR 54,350,713.08 to EUR 65,950,713.08 by issuing new ordinary registered shares of the Company.
1.2. Company's authorized capital is increased by issuing up to 40,000,000 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 Head of the Company
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.
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 187,416,252.
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 [email protected] no later than until the last business day before the meeting at 12.00 p.m. 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. 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 is also provided on the Company's website at www.auga.lt. 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, as well as the additional candidates to the members of the Supervisory Council of the Company (if elected). 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 the 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.


Attached:
1. General voting ballot;
2. Draft Articles of Association;
3. Board's notification.

General Manager
Linas Bulzgys
+370 5 233 5340

Lista plików:

  • Załącznik nr: 1

    Pobierz plik
    AUGA group, AB
    Code 126264360, VAT number LT100001193419 Address Konstitucijos ave. 21C, Vilnius
    Ordinary general shareholders meeting, 28 March 201 8, 9.00 a.m.
    GENERAL VOTING BALLOT
    Shareholder: , code
    (Name, surname, personal code / company name, code)
    Number of shares:
    Draft resolutions of the general meeting of shareho lders. Shareholder's vote
    For Against
    1. Increase of the authorized capital of the Compan y.
    1.1. To increase the Company’s authorized capital b y
    EUR 11,600,000 by additional contributions from
    EUR 54,350,713.08 to EUR 65,950,713.08 by issuing n ew
    ordinary registered shares of the Company.
    1.2. Company’s authorized capital is increased by i ssuing up to
    40,000,000 new ordinary registered shares of nomina l
    value EUR 0.29 each (hereinafter referred to as New ly
    Issued Shares / Offer Shares). As per formal requir ements
    of the applicable laws the minimum issue price of e ach
    Newly Issued Share shall therefore be deemed to be equal
    to EUR 0.29 each. The Company will decide the actua l
    offering price after gauging investor interest and other
    related factors.
    1.3. When not all the Newly Issued Shares are subsc ribed 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 subscrib ed for.
    In this case the Board shall be authorised to decid e
    whether the increase of the authorized capital of t he
    Company upon signing of not all the Newly Issued Sh ares
    should be deemed effected and (if so) the authorise d
    capital of the Company must be increased by the amo unt
    of nominal values of the shares subscribed for.
    1.4. To delegate to the Board of the Company to det ermine the
    final issue price of the Newly Issued Shares, defin e the
    detailed conditions and procedure for the subscript ion,
    payment and placement of the Offer Shares. The Boar d 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 Compa ny 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 wi th 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 Co mpany
    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 Head of the Company
    3.1. Referring to the increase of the authorised ca pital 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 Compa ny (the
    complete text of the amended Articles of Associatio n is
    attached as an Annex No 1).
    3.2. If not all the Newly Issued Shares are subscri bed for within
    the term for subscription of the shares and the Boa rd 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 th e
    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 reg istration
    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 incr ease 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 fina
    l
    conditions of the public offer of the Company’s sha res
    To authorise the Board to determine the final condi tions of
    the public offer of the Company’s shares (Offer Sha res),
    including, without limitation, the final issue pric e (sale
    price) of the Offer Shares, as well as the final nu mber of
    the New Shares to be issued.
    5. Admission to listing and trading of the new shar es of
    the Company on the regulated market
    s 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 marke ts
    of Warsaw Stock Exchange AB Nasdaq Vilnius and
    authorize the Board of the Company to perform any
    corresponding actions in relation to the issue.
    Shareholder
    (Signature) (Name and Surname)
    1


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    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB ARTICLES OF ASSOCIATION OF
    AUGA group, AB
    PART
    I. GENERAL PROVISIONS
    1.1. AUGA group, AB (hereinafter referred to as the Company) is autonomous private legal entity with
    limited civil liability.
    1.2. The Company has commercial, economic, financia l, organisational and legal autonomy.
    1.3. The activities of the Company are based on the Civil Code of the Republic of Lithuania, the Law of
    the Republic of Lithuania on Companies, other laws and regulations of the Republic of Lithuania,
    and these Articles of Association.
    1.4. The name of the Company shall be AUGA group, A B.
    1.5. The legal form of the Company shall be a publi c limited liability company.
    1.6. The period of operation of the Company shall b e perpetual.
    1.7. The financial year of the Company shall be the calendar year.
    PART II. GOALS AND OBJECTIVES OF CORPORATE ACTIVITI ES. CORPORATE PERSONALITY
    2.1. The goal of the activities of the Company shal l be to operate in common interests of the
    shareholders of the Company by optimising over time the value of shareholders’ equity, and to
    receive profit by efficiently and productively deve loping business activities in the following areas:
    2.1.1. farming of animals;
    2.1.2. growing of crops combined with farming of an imals;
    2.1.3. land purchases and sales;
    2.1.4. service activities;
    2.1.5. trade and real estate activities;
    2.1.6. wholesale and retail;
    2.1.7. construction;
    2.1.8. intermediation (including financial intermed iation);
    2.1.9. manufacture of various products;
    2.1.10. advertising;
    2.1.11. letting of own property, renting of vehicle s, machinery and equipment;
    2.1.12. other business activities not forbidden by the laws and regulations of the Republic of
    Lithuania.
    2.2. The Company may engage in activities that requ ire a licence or a permit only after it obtains all
    required licences or permits.
    2.3. Products, goods and services of the Company ma y be sold/provided or otherwise assigned in the
    Republic of Lithuania or abroad.
    2.4. For the purpose of implementing goals establis hed in these Articles of Association, the Company
    may do the following in compliance with the applica ble laws of the Republic of Lithuania:
    2.4.1. conclude contracts and undertake obligations ;
    2.4.2. lend and borrow money. However, when borrowi ng from its shareholders (hereinafter
    referred to as Shareholders), the Company may not pledge its assets to Shareho lders,
    and the borrowing of the Company from Shareholders under a loan contract must comply


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    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    with the provisions of the Law on Companies as well
    as other laws and regulations of the
    Republic of Lithuania;
    2.4.3. become an incorporator or a member of other legal entities;
    2.4.4. establish branches and representative office s in the Republic of Lithuania and abroad;
    2.4.5. have other rights and have other obligations , provided they are in compliance with the laws
    of the Republic of Lithuania.
    2.5. There is nothing in Article 2.1 of the Article s of Association of the Company to restrict the rig ht of
    the Company to provide charity and sponsorship or t o engage in other non-profit making activities,
    or the right of the Company to change, suspend or t erminate its activities.
    2.6. The accounting of the Company and its organisa tion and keeping, also the drawing up of the set of
    annual financial statements and the auditing proced ure shall be established by the Law on
    Companies and other laws and regulations of the Rep ublic of Lithuania.
    PART III. AUTHORISED CAPITAL OF THE COMPANY. NUMBER AND PAR VALUE OF SHARES
    3.1. The authorised capital of the Company shall be EUR 65 950 713,08 (sixty five million nine hundred
    fifty thousand seven hundred thirteen euros and 8 c ents).
    3.2. The authorised capital shall be divided into 2 27 416 252 (two hundred twenty seven million four
    hundred sixteen thousand two hundred fifty two) ord inary registered shares. The par value of each
    share shall be EUR 0,29 (twenty nine euro cents).
    3.3. Each share held by the Shareholder confers him one vote in the general meeting of shareholders
    of the Company.
    3.4. The shares shall be book-entry shares. They sh all be recorded as entries in personal securities
    accounts of Shareholders. Personal securities accou nts of Shareholders shall be operated in
    accordance with the procedure laid down in laws and regulations regulating the securities market.
    PART IV. RIGHTS CONFERRED BY SHARES
    4.1. Shareholders shall have no property obligation s to the Company save for the obligation to pay up,
    in the established manner, all the shares subscribe d for at their issue price.
    4.2. Where the general meeting of shareholders reso lves to cover the losses of the Company with
    additional contributions of Shareholders, Sharehold ers voting for such resolution shall have to pay
    the said contributions. Shareholders who did not at tend the general meeting of shareholders or
    voted against such resolution shall have the right to refrain from paying additional contributions.
    4.3. Shareholders shall have the following property rights:
    4.3.1. to receive a part of the profit of the Compa ny (a dividend);
    4.3.2. to receive funds of the Company where the au thorised capital of the Company is reduced
    for the purpose of paying the funds of the Company to Shareholders;
    4.3.3. to receive a part of assets of the Company i n liquidation;
    4.3.4. to receive shares without payment where the authorised capital of the Company is
    increased out of the funds of the Company, except i n cases provided by the Law of the
    Republic of Lithuania on Companies;
    4.3.5. to have the pre-emptive right in acquiring t he shares or convertible bonds issued by the
    Company, except when the general meeting of shareho lders resolves to withdraw the pre-
    emptive right for all the Shareholders following th e procedure provided by the Law of the
    Republic of Lithuania on Companies;
    4.3.6. to transfer all or any of the shares to othe r persons following the procedure established by
    these Articles of Association and the laws and regu lations of the Republic of Lithuania.
    Shareholders shall have the right to transfer only fully paid up shares to other persons;


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    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    4.3.7. to lend money to the Company following the p
    rocedure and as provided by the laws of the
    Republic of Lithuania. However, when borrowing from its Shareholders, the Company may
    not pledge its assets to the Shareholders. When the Company borrows from a
    Shareholder, the interest may not be higher than th e average interest rate offered by
    commercial banks of the locality where the lender h as his place of residence or business,
    which was in effect on the day of conclusions of th e loan agreement. In this case the
    Company and Shareholders shall be prohibited from n egotiating a higher interest rate;
    4.3.8. other property rights provided by the laws a nd the Articles of Association.
    4.4. Shares shall be paid up and transferred follow ing the procedure laid down in the laws and
    regulations.
    4.5. Shareholders shall have the following non-prop erty rights:
    4.5.1. to attend the general meeting of shareholder s with a casting vote, and to vote at the
    general meeting of shareholders subject to the righ ts provided by the shares;
    4.5.2. to submit questions to the Company in advanc e relating to Agenda questions of general
    meeting of shareholders;
    4.5.3. to receive information about the Company spe cified in the Law of the Republic of Lithuania
    on Companies;
    4.5.4. to file a claim with the court for reparatio n of damage resulting from nonfeasance or
    malfeasance by the Executive Manager of the Company and members of the Board of their
    obligations established by the laws of the Republic of Lithuania and these Articles of
    Association, as well as in other cases laid down by law of the Republic of Lithuania;
    4.5.5. other non-property rights provided by the la ws and the Articles of Association.
    4.6. Only fully paid up shares shall provide the vo ting right in the general meeting of shareholders. The
    right to vote at a general meeting of shareholders may be withdrawn or restricted in cases provided
    by the laws of the Republic of Lithuania, also in c ases when the title to a share is contested.
    PART V. BODIES OF THE COMPANY
    5.1. The bodies of the Company shall be as follows:
    5.1.1. the general meeting of shareholders, which i s the supreme body of the Company;
    5.1.2. the Supervisory Council, which is a collegia l supervisory body;
    5.1.3. the Management Board, which is a collegial m anagement body;
    5.1.4. the Executive Manager (the Manager), which i s a single-person management body.
    5.2. The bodies of the Company must act in complian ce with the following principles:
    5.2.1. all management bodies of the Company must ac t in furtherance of the declared strategic
    objectives of the Company in view of the need to op timise Shareholders’ equity;
    5.2.2. the supervisory and management bodies of the Company must act in close co-operation in
    order to attain maximum benefit for the Company and its Shareholders;
    5.2.3. the supervisory and management bodies of the Company must ensure that the rights and
    interests of persons other than the Shareholders (e .g. employees, creditors, suppliers,
    clients, local community), participating in or conn ected with the activities of the Company,
    are duly respected;
    5.2.4. the supervisory and management bodies of the Company must act in good faith, with care
    and responsibility for the benefit and in the inter ests of the Company and its Shareholders
    with due regard to the interests of employees and p ublic welfare.
    5.3. By making decisions that fall under their comp etence per se, the management bodies of the
    Company must follow the guidelines of the Corporate Governance Codes for the Companies Listed
    on Vilnius Stock Exchange and on Warsaw Stock Excha nge to the extend it is expedient and
    relevant in accordance with the activities and goal s of the Company.


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    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    PART VI. GENERAL MEETING OF SHAREHOLDERS
    6.1. The general meeting of shareholders shall be t he supreme body of the Company.
    6.2. Persons who are Shareholders of the Company at the closing of the accounting day of the general
    meeting of shareholders of the Company shall have t he right to attend the general meeting of
    shareholders or the adjourned general meeting of sh areholders in person (except as otherwise
    provided by the laws of the Republic of Lithuania) or by power of attorney, or may be represented
    by persons with whom an agreement on the transfer o f the voting right has been concluded. The
    accounting day of the meeting of the Company shall be fifth working day prior to the general
    meeting of shareholders or the fifth working day pr ior to the adjourned general meeting of
    shareholders.
    6.3. Members of the Supervisory Council, members of the Board, the Manager of the Company and the
    auditor who prepared the conclusion and report shal l have the right to attend and speak at the
    general meeting of shareholders.
    6.4. The general meeting of shareholders shall have the exclusive right to:
    6.4.1. amend the Articles of Association of the Com pany, except in cases provided by the Law of
    the Republic of Lithuania on Companies;
    6.4.2. to change the registered address of the Comp any;
    6.4.3. elect members of the Supervisory Council;
    6.4.4. revoke the Supervisory Council or its member s;
    6.4.5. elect and revoke the firm of auditors to aud it the annual financial statements, fix the terms
    of payment for auditing services;
    6.4.6. determine the class, number and set the par value and the minimum emission price of the
    shares issued by the Company;
    6.4.7. resolve to convert the Company’s shares of o ne class into shares of another class, and
    approve the procedure of the conversion;
    6.4.8. approve the set of the annual financial stat ements;
    6.4.9. resolve on the appropriation of profit (loss );
    6.4.10. resolve on the formation, use, reduction an d dissolution of the reserves;
    6.4.11. approve the set of the interim financial st atements composed in order to issue dividends for
    a shorter period as financial year;
    6.4.12. resolve to distribute dividends for a short er period as financial year;
    6.4.13. resolve to issue convertible bonds;
    6.4.14. resolve to withdraw the pre-emptive right f or all Shareholders to acquire shares or
    convertible bonds of the specific issue of the Comp any;
    6.4.15. resolve to increase the authorised capital;
    6.4.16. resolve to reduce the authorised capital, e xcept in cases provided by the Law of the
    Republic of Lithuania on Companies;
    6.4.17. resolve to change the number of issued shar es of one class and nominal value of the
    share, without changing the authorised capital;
    6.4.18. take a decision on approval of the rules fo r issuing shares to the employees and (or) to the
    members of the bodies of the Company;
    6.4.19. resolve on the redemption of own shares by the Company;
    6.4.20. resolve on the reorganisation or division o f the Company, and to approve the terms and
    conditions of such reorganisation or division;


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    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    6.4.21. resolve to transform the Company;
    6.4.22. resolve to restructure the Company;
    6.4.23. resolve to liquidate the Company and to rev
    oke the liquidation of the Company, except in
    cases provided by the Law of the Republic of Lithua nia on Companies;
    6.4.24. elect and revoke the liquidator of the Comp any, except in cases provided by the Law of the
    Republic of Lithuania on Companies;
    6.4.25. adopt other resolutions that the laws and r egulations prescribe for the exclusive
    competence of the general meeting of shareholders.
    6.5. The general meeting of shareholders may also d eal with other issues, unless the Law of the
    Republic of Lithuania on Companies attributes them to the competence of other bodies of the
    Company and unless these issues per se are the func tions of the management bodies.
    6.6. The general meeting of shareholders shall have no right to delegate the issues falling within the
    scope of its competence to other bodies of the Comp any.
    6.7. The procedure of convocation and organisation of the general meeting of shareholders as well as
    adoption of resolutions thereof are provided by the Law of the Republic of Lithuania on Companies.
    PART VII. SUPERVISORY COUNCIL
    7.1. The Supervisory Council shall be a collegial b ody supervising the activities of the Company.
    7.2. The Supervisory Council shall have 3 (three) m embers. The Supervisory Council shall be elected
    for the term of 2 (two) years.
    7.3. The Supervisory Council shall be directed by i ts Chairman. The Chairman shall be elected by the
    Supervisory Council from among its members.
    7.4. The following persons may not serve as members of the Supervisory Council:
    7.4.1. the Executive Manager of the Company;
    7.4.2. a member of the Board of the Company;
    7.4.3. a person who under the legal acts may not se rve in this office.
    7.5. In order to ensure the proper supervision of t he management bodies of the Company, the meetings
    of the Supervisory Council must be convened at leas t once a quarter according to the approved
    schedule. The meeting of the Supervisory Council sh all be convened by the Chairman of the
    Supervisory Council. Meetings of the Supervisory Co uncil may also be convened by the decision of
    at least 1/3 of all members of the Supervisory Coun cil.
    7.6. The Supervisory Council shall:
    7.6.1. elect members of the Board and remove them f rom the office. If the Company is operating
    at a loss, the Supervisory Council must consider th e suitability of the Board members for
    their office;
    7.6.2. monitor and control the activities of the Bo ard or the Manager of the Company;
    7.6.3. continuously issue recommendations to the Bo ard and the Manager of the Company
    regarding the management of the Company;
    7.6.4. make proposals and comments to the general m eeting of shareholders on the set of annual
    financial statements, the draft of the profit appro priation and the annual report of the
    Company, also on the activities of the Board and of the Executive Manager of the
    Company;
    7.6.5. make proposals and comments to the general m eeting of shareholders on the project of
    the issuance of the dividends for a shorter period as financial year as well as on the set of
    interim financial statements and interim report com posed for this purpose;
    7.6.6. submit proposals to the Board and the Manage r of the Company to revoke their resolutions
    which conflict with the laws and regulations of the Republic of Lithuania, the Articles of
    Association of the Company or resolutions of the ge neral meeting of shareholders;


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    7.6.7. propose the firm of auditors for the general
    meeting of shareholders;
    7.6.8. provide to the general meeting of shareholde rs the proposals and comments regarding the
    rules of granting of shares of the Company;
    7.6.9. consider other issues related to the supervi sion of the activities of the Company and its
    management bodies and attributed to the competence of the Supervisory Council by these
    Articles of Association or resolutions of the gener al meeting of shareholders; also, adopt
    resolutions that fall per se under the competence o f the Supervisory Council;
    7.6.10. consider and approve the strategy of the Co mpany’s activities, analyse and evaluate the
    information on the implementation of the Company’s activities strategy, provide this
    information to the annual general meeting of shareh olders;
    7.6.11. ensure that the general meeting of sharehol ders properly informs the Shareholders about
    the affairs and strategies of the Company, risk man agement and resolution of conflicts of
    interest;
    7.6.12. ensure integrity and transparency of the fi nancial statements and the control system of the
    Company;
    7.6.13. to approve transactions that the Company in tends to conclude with the related parties, as
    they are indicated in the Law of the Republic of Li thuania on Companies according to the
    order foreseen in the mentioned law. The Company de ems that the transaction makes
    material impact to the Company, its finances, asset s, obligations, if the value of such
    transaction is higher than 1/2 of the authorised ca pital of the Company;
    7.6.14. is liable for the efficient, objective and unbiased supervision of the activities of the
    management bodies of the Company and of the represe ntation of the interests of the
    minority Shareholders.
    7.7. Rules of procedure approved by the Supervisory Council shall establish the working procedure of
    the Supervisory Council.
    7.8. The Supervisory Council shall have no right to assign or delegate the functions that the Law of the
    Republic of Lithuania on Companies and the Articles of Association of the Company attribute to its
    competence to other bodies of the Company.
    7.9. In order to increase the efficiency of operati ons of the Supervisory Council and to ensure that
    decisions are based on due consideration and that t he work is organised with a view to ensuring
    that decisions the Supervisory Council takes are fr ee of material conflicts of interest, the
    Supervisory Council may set up committees. Irrespec tive of the structuring of the committee, the
    Supervisory Council shall remain fully liable for d ecisions taken within the scope of its competence.
    7.10. The procedure of the election of members of t he Supervisory Council and removing them from
    office, and other issues related to the activities of the Supervisory Council and not reflected in
    these Articles of Association shall be regulated by the Law of the Republic of Lithuania on
    Companies and by other laws and regulations.
    PART VIII. BOARD
    8.1. The Board shall be a collegial management body of the Company.
    8.2. The Board shall have 5 (five) members. The Boa rd shall be elected for the term of 2 (two) years.
    8.3. The Board shall elect a Chairman from among it s members.
    8.4. The following persons may not serve as members of the Board:
    8.4.1. a member of the Supervisory Council of the C ompany;
    8.4.2. a person who under the legal acts may not se rve in this office.
    8.5. The Board shall consider and approve:
    8.5.1. the operating strategy of the Company. The B oard shall be responsible for preparation of
    the operational strategy of the Company. The operat ional strategy and goals of the


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    Articles of Association of AUGA group, AB
    Company shall be made public. The implementation of
    the strategy shall be introduced to
    the Shareholders at an annual general meeting of sh areholders;
    8.5.2. the annual report of the Company;
    8.5.3. the interim report of the Company;
    8.5.4. the structure of management and positions in the Company;
    8.5.5. the positions to which employees are recruit ed by holding competitions;
    8.5.6. regulations of branches and representative o ffices of the Company.
    8.6. The Board shall elect and revoke the Manager o f the Company, fix his remuneration and other
    terms and conditions of the employment contract, ap prove his job description, provide incentives
    for him and impose penalties.
    8.7. The Board shall determine which information sh all be considered to be the commercial secret of
    the Company and confidential information. Any infor mation which must be publicly available under
    the Law of the Republic of Lithuania on Companies a nd under other laws of the Republic of
    Lithuania may not be considered to be the commercia l secret.
    8.8. The Board shall adopt the following resolution s:
    8.8.1. resolutions for the Company to become an inc orporator or a member of other legal entities;
    8.8.2. resolutions to open branches and representat ive offices of the Company;
    8.8.3. resolutions to invest, transfer or lease the fixed assets the book value whereof exceeds
    EUR 300 000 (three hundred thousand euros) (calculated individua lly for every type of
    transaction);
    8.8.4. resolutions to pledge or mortgage the fixed assets the book value whereof exceeds EUR
    300 000 (three hundred thousand euros) (calculated for the t otal amount of transactions);
    8.8.5. resolutions to offer surety or guarantee for the discharge of obligations of third parties the
    amount whereof exceeds EUR 300 000 (three hundred thousand euros);
    8.8.6. resolutions to acquire fixed assets the pric e whereof exceeds EUR 300 000 (three hundred
    thousand euros);
    8.8.7. resolutions on transactions of the Company w ith the value exceeding EUR 300 000 (three
    hundred thousand euros);
    8.8.8. resolutions on taking loans with the value e xceeding EUR 300 000 (three hundred
    thousand euros);
    8.8.9. resolutions to issue bonds;
    8.8.10. other resolutions within the powers of the Board as prescribed by these Articles of
    Association or the resolutions of the general meeti ng of shareholders.
    8.9. Before making a decision on the investment of funds or other assets in another legal entity, the
    Board must notify thereof the creditors wherewith t he Company failed to settle within the prescribed
    time limit, if the aggregate amount of arrears to t hese creditors exceeds 1/20 of the authorised
    capital of the Company.
    8.10. In order to ensure the continuous solving of the key issues of the management of the Company,
    the meetings of the Board must be convened at least once a month according to the approved
    schedule.
    8.11. The Board shall analyse and evaluate the docu ments submitted by the Manager of the Company
    on:
    8.11.1. organisation of the activities of the Compa ny;
    8.11.2. financial standing of the Company;
    8.11.3. performance results, income and expenditure estimates, the stocktaking data and other
    accounting data of changes in the assets.
    8.12. The Board shall analyse and assess the set of annual financial statements and the draft of profit
    (loss) appropriation of the Company, and shall subm it them together with comments and
    suggestions regarding them and together with the an nual report of the Company to the Supervisory


    8 page from 10
    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    Council and the general meeting of shareholders. Th
    e Board shall determine the methods used by
    the Company to calculate the depreciation of tangib le assets and the amortisation of intangible
    assets.
    8.13. The Board shall analyse and asses the project of the decision for the issuance of the dividends for
    a shorter period as financial year and the set of i nterim financial statements, concluded and shall
    submit them together with comments and suggestions regarding them and together with the interim
    report of the Company to the Supervisory Council an d the general meeting of shareholders.
    8.14. The Board shall be liable for the timely conv ention and organisation of general meetings of
    shareholders.
    8.15. The Board shall analyse and evaluate the draf t of the provision of the shares, which, together with
    comments and suggestions regarding, provide to the Supervisory Council and the general meeting
    of shareholders.
    8.16. The Board shall analyse and evaluate the draf t operating strategy presented by the Manager and
    information on the implementation of the operating strategy of the Company and together with
    comments and suggestions, provide to the Supervisor y Council.
    8.17. At the request of the Supervisory Council, th e Board must provide the Supervisory Council with
    documents related to the activities of the Company.
    8.18. Rules of procedure approved by the Board shal l establish the working procedure of the Board.
    8.19. The procedure of the election and removal of the Board, and other issues related to the activities of
    the Board and not reflected in these Articles of As sociation shall be regulated by the Law of the
    Republic of Lithuania on Companies and by other law s and regulations.
    PART IX. MANAGER
    9.1. The Manager of the Company is a single-person management body of the Company. A person
    may not be the Manager of the Company if under the laws and regulations he is not entitled to hold
    the position.
    9.2. The Manager of the Company shall be called the General Manager.
    9.3. The Manager of the Company shall be responsibl e for:
    9.3.1. organisation of the activities and the imple mentation of the objectives of the Company;
    9.3.2. drawing up of the set of annual financial re ports and the annual report of the Company;
    9.3.3. drawing up the project of the decision for t he issuance of the dividends for a shorter period
    as financial year and preparation of the set of int erim financial statements and interim
    report of the Company that are necessary for the ad option of the decision to issue
    dividends for a shorter period as financial year;
    9.3.4. conclusion of the contract with the firm of auditors, if the audit is prescribed by the laws or
    the Articles of Association of the Company;
    9.3.5. provision of information and documents to th e general meeting of shareholders, the
    Supervisory Council and the Board in cases laid dow n in the Law of the Republic of
    Lithuania on Companies or at their request;
    9.3.6. provision of documents and particulars of th e Company to the Registrar of the Register of
    Legal Entities;
    9.3.7. provision of documents of the Company to the Bank of Lithuania and to Nasdaq CSD and
    to other institutions;
    9.3.8. publication of information referred to in th e Law of the Republic of Lithuania on Companies
    in the source indicated in the Articles of Associat ion of the Company;
    9.3.9. provision of information to Shareholders;
    9.3.10. provision the Board and the Supervisory Cou ncil with all information required for proper
    performance of duties of these collegial bodies;


    9 page from 10
    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    9.3.11. performance of other duties laid down in th
    e Law of the Republic of Lithuania on
    Companies and other laws and regulations as well as in the Articles of Association of the
    Company and the job description of the Manager of t he Company.
    9.3.12. announcement to Shareholders, Supervisory C ouncil and Management Board about the
    most material events, having the impact to activiti es of the Company.
    9.3.13. drafting of the draft of the rules on provi sion of shares.
    9.4. The Manager of the Company may enter into tran sactions with the third party on behalf of the
    Company the value of which exceeds EUR 300 000 (three hundred thousand euros) only with the
    prior written authorisation of the Board. The autho risation granted by the Board shall not void the
    liability of the Manager of the Company for the ent ry into transactions described in this paragraph.
    9.5. The Manager of the Company shall organise dail y activities of the Company, hire and dismiss
    employees, conclude and terminate employment contra cts with them, provide incentives and
    impose penalties.
    9.6. The Manager of the Company shall set the rates used for calculating asset depreciation in the
    Company.
    9.7. The activities of the Manager of the Company s hall be based on the laws and regulations, these
    Articles of Association, resolutions of the general meeting of shareholders, resolutions of the
    Supervisory Council and the Board, and the job desc ription.
    9.8. The Manager of the Company alone can issue a p rocuration. A procuration shall be issued in
    writing, in three copies; one copy shall remain at the Company, one copy shall be submitted to the
    Registrar of the Register of Legal Entities, and on e copy shall be issued to the procurist. The
    procuration shall, among other things, state the pe rsonal data of the procurist (full name, personal
    number, domicile) and the scope of powers of the pr ocurist.
    9.9. The procuration must be registered with the Re gister of Legal Entities following the procedure
    established by the law. The procuration shall gover n the relationship between the procurist and the
    third party as of its registration following the pr ocedure established by the law. The procuration
    shall govern the relationship between the principal and the procurist as of the date of its issue.
    9.10. The liability of the procurist, the expiratio n of the procuration and other issues related to th e
    procuration shall be regulated by the Civil Code an d other laws and regulations of the Republic of
    Lithuania.
    PART X. NOTICES OF THE COMPANY
    10.1. Periodic and current information (including i nformation on material events) stated in the Law of the
    Republic of Lithuania on Securities that the Compan y has to disclose shall be published as
    provided in the said law. Other information and not ices that have to be published by the Company
    (including notices on the reorganisation of the Com pany or the reduction of the authorised capital)
    shall be announced in the e-publication of the Regi strar of Legal Entities for public announcements,
    or shall be sent to each Shareholder or to another person entitled to the notice by a registered
    letter or by delivering the notice against the sign ed acknowledgement of the receipt. Where notices
    cannot be published in the said e-publication due t o technical reasons, notices shall be published in
    the Lietuvos rytas daily, or sent to each Shareholder or to another p erson entitled to the notice by a
    registered letter or by delivering the notice again st the signed acknowledgement of the receipt.
    Notices of the Company shall be published and/or se nt observing the deadlines established by the
    laws of the Republic of Lithuania, these Articles o f Association and respective resolutions of the
    bodies of the Company. The Manager of the Company s hall be liable for the proper publishing or
    timely delivery of the notices of the Company.
    PART XI. PROCEDURE FOR PROVIDING DOCUMENTS AND FURT HER INFORMATION OF THE
    COMPANY TO SHAREHOLDERS



    10 page from 10
    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    11.1. At the written request of the Shareholder the
    Company shall, within 7 (seven) days from the date of
    receipt of the request, grant the Shareholder acces s to and/or provide him with copies of the
    following documents: the Articles of Association of the Company, sets of annual and interim
    financial accounts, annual and interim reports of t he Company, auditor’s opinions and audit reports,
    minutes of the general meeting of shareholders and other documents whereby the resolutions of
    the general meeting of shareholders have been execu ted, proposals or responses of the
    Supervisory Council to the general meeting of share holders, lists of Shareholders, lists of members
    of the Supervisory Council and the Board, and other documents of the Company that have to be
    public by law; also, minutes of the meetings of the Supervisory Council and the Board and other
    documents whereby the resolutions of the said bodie s of the Company have been executed, unless
    they contain commercial secret, confidential inform ation. A Shareholder or a group of Shareholders
    who hold or control 1/2 and more of shares shall ha ve the right of access to all documents of the
    Company upon giving the Company a written pledge in the form prescribed by the Company not to
    disclose the commercial secret, confidential inform ation.
    11.2. Documents and further information of the Comp any shall be provided to Shareholders in
    compliance with the following conditions:
    11.2.1. upon providing the Company with a written a pplication in the prescribed form and content;
    11.2.2. during the working hours of the Company;
    11.2.3. having paid the Company’s expenses for prep aration of copies of the documents;
    11.2.4. in compliance with other conditions establi shed in the procedure for providing information
    and documents to Shareholders approved by the Manag er of the Company.
    11.3. At the request of the Shareholder, the refusa l of the Company to provide the Shareholder with
    documents shall be recorded in writing.
    11.4. Disputes over the Shareholder’s right to info rmation shall be settled in court.
    PART XII. BRANCHES AND REPRESENTATIVE OFFICES OF TH E COMPANY
    12.1. The Company shall have the right to establish branches and representative offices in the Republic
    of Lithuania and abroad.
    12.2. Resolutions to incorporate or dissolve branch es and representative offices of the Company, to
    appoint or revoke the managers of branches and repr esentative offices of the Company shall be
    made by the Board of the Company, which shall also approve regulations of such branches and
    representative offices following the procedure esta blished by these Articles of Association and by
    the laws and regulations of the Republic of Lithuan ia.
    PART XIII. ARTICLES OF ASSOCIATION OF THE COMPANY; AMENDMENT THEREOF
    13.1. The Articles of Association of the Company sh all constitute a document governing the conduct of
    business of the Company. The original copy of the A rticles of Association of the Company shall be
    kept in the custody of the Company.
    13.2. The Articles of Association of the Company sh all be amended following the procedure provided by
    the laws of the Republic of Lithuania and these Art icles of Association. A resolution to amend the
    Articles of Association of the Company shall be ado pted by the general meeting of shareholders
    with the qualified majority of at least 2/3 of vote s conferred by the shares of all Shareholders
    present at the meeting, except in cases specified i n the Law of the Republic of Lithuania on
    Companies.
    13.3. After the general meeting of shareholders res olves to amend the Articles of Association of the
    Company, the full text of the amended Articles of A ssociation shall be drawn up and signed by the
    person authorised to do so by the general meeting o f shareholders.
    13.4. All amendments and supplements of the Article s of Association of the Company shall come into
    force as of their registration following the proced ure provided by the laws and regulations of the
    Republic of Lithuania.


    11 page from 10
    ___________________________________________________ _________________________________
    Articles of Association of AUGA group, AB
    13.5. Issues arising from the activities of the Com
    pany and not regulated by these Articles of Associa tion
    shall be governed by the Civil Code of the Republic of Lithuania, the Law of the Republic of
    Lithuania on Companies and provisions of other laws and regulations of the Republic of Lithuania.
    These Articles of Association of AUGA group, AB wer e signed on _____________.
    __________________________________________





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