Notice on the update of questions of the agenda of the extraordinary general meeting of shareholders of AUGA group, AB on 7th November 2023 by drafts of decisions and related information
27 Octubre 2023 - 10:13AM
Notice on the update of questions of the agenda of the
extraordinary general meeting of shareholders of AUGA group, AB on
7th November 2023 by drafts of decisions and related information
By this notice AUGA group, AB (code 126264360,
address Konstitucijos ave. 21C,
Vilnius, Company) updates the agenda of the
extraordinary general meeting of shareholders of the Company on 7th
November 2023 (the “Meeting”) by drafts of
decisions, related information and provides general voting ballot
to the shareholders.
The Company has received from the shareholders
of the Company, who hold shares of the Company carrying more than
1/20 of all the votes, proposals to the Meeting regarding the
nominees to the Board of the Company (Item 2 of the agenda of the
Meeting) and draft decision regarding question 3 of the agenda of
the Meeting.
The following additional candidates for
the Company's Board are proposed (Item 2 of the Meeting Agenda) and
the draft decisions on Item 3 of the agenda of the Meeting are
indicated below:
2. Election of the new
Board
The controlling shareholder of the Company,
Baltic Champs Group, UAB and the shareholder of the Company
European Reconstruction and Development Bank, carrying more than
1/20 of all the votes, propose to elect Peter Bryde to the
Company's Board.
The controlling shareholder of the Company,
Baltic Champs Group, UAB, carrying more than 1/20 of all the votes,
also proposes to elect Justinas Klyvienė and Tomas Rudokas to the
Board of the Company.
The Company's shareholders ATIISIF "Multi Asset
Selection Fund" (management company -AGGRESSIVE CAPITAL, UAB) and
UAB "Hoptrans holding", who’s together carrying more than 1/20 of
all the votes, propose to elect Linas Strėlis to the Company's
Board.
Considering the submitted proposals, 5 members
of the board will be elected from the following 6 proposed
candidates:
- Peter Bryde (proposed by Baltic Champs Group, UAB and European
Reconstruction and Development Bank);
- Andrej Cyba (proposed by the Company’s Board);
- Kęstutis Juščius (proposed by the Company’s Board);
- Justina Klyvienė (proposed by Baltic Champs Group, UAB);
- Tomas Rudokas (proposed by Baltic Champs Group, UAB);
- Linas Strėlis (proposed by ATIISIF "Multi Asset Selection Fund"
(management company -AGGRESSIVE CAPITAL, UAB) and UAB "Hoptrans
holding").
According to the information provided to the
Company by the candidates, Peter Bryde, Andrej Cyba, Justina
Klyvienė, Tomas Rudokas and Linas Strėlis are considered to be
independent candidates and Kęstutis Juščius are considered as
dependant candidate. Information about proposed candidates is
attached as annex to this notice.
3. Approval of the remuneration for
newly elected members of the board
The controlling shareholder of the Company,
Baltic Champs Group, UAB, carrying more than 1/20 of all the votes,
also proposes following draft decision regarding item 3 of the
agenda of the Meeting:
To approve the following remuneration for the
newly elected board members for one tenure:
3.1 To set a monthly remuneration of EUR 2
280 (before taxes) for a member of the Board and EUR 3 000 (before
taxes) for the Chairman of the Board, irrespective of the annual
number of the Board meetings.
3.2 For board members living abroad –
compensation of travel and accommodation costs for/during
attendance of the board meeting – not exceeding EUR 500 + VAT
(Lithuanian tariff) in respect to one board meeting in which he/she
participated; if the board member participates in a meeting via
communication/IT measures (not physically traveling to Lithuania),
travel costs compensation shall not be paid for such
participation.
Attached:
1. Information about candidates for the board
members;
2. General voting ballot.
CEO Kęstutis Juščius +370 5 233 5340
- Information about candidates fro the Board of AUGA group,
AB
- General voting ballot_07112023
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