Notice on the postponement of the ordinary General Meeting of Shareholders of AUGA group, AB - Seite 2

Draft decisions of the ordinary shareholders meeting of the Company regarding questions 6-8 of the Agenda of the Meeting are the following:

6. Increase of the authorized capital of the Company under the Employee Share Option Programme

6.1 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.

6.2 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.

6.3 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.

6.4 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.

6.5 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.

6.6 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.