Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 30th April 2024 - Seite 2

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.

6.7 To authorize (including the power to delegate) the CEO of the Company to sign share subscription agreements with the Option Holders.

7. Approval of new wording of the Articles of Association of the Company

To amend Articles of Association of the Company by:

7.1   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)”.
7.2   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).