AUGA group — Major Shareholding Notification 2016

Dec 16, 2016

NOTIFICATION OF A GROUP ON THE ACQUISITION AND FUTURE DISPOSAL OF THE VOTING RIGHTS

1. Issuer's name, legal entity code, head office address, state

AUGA group, AB, legal entity code 126264360, head office address Konstitucijos ave 21C, Vilnius, the Republic of Lithuania

2. Reasons for crossing the declared threshold (tick the relevant box(es)):

[X] Acquisition or [ ] disposal of the voting rights

[] Acquisition or [] disposal of financial instruments

Event resulting in the change of the held amount of the voting shares

$\overline{[X]}$ Other (indicate a relevant reason, e.g. change of classification of the nature of the holding (e.g. expiration of validity of financial instruments), acting jointly, other reasons):

This notification is being provided taking into consideration that Volemer Holdings Limited, while executing the obligations, undertaken by the agreement on implementation of the option agreement, dated 16 December 2016, transferred all its held issuer's shares to its subsidiary Velmatas UAB. Having transferred the issuer's shares to Velmatas UAB, the obligation to transfer the shares to Baltic Champs Group, UAB further remains valid, as it was indicated in the notification of Volemer Holdings Limited on the disposal of the voting rights (however, the shares of Velmatas UAB will be transferred, not of the issuer).

1. Details on the person who is subject to the obligation of notification $\frac{dy}{dx}$ exceeding the ified limits in the descending or the ascending order)

specified timits in the descending or the ascending order)
Name and surname or name of legal	Head office address of legal entity
entity	Head office of Velmatas UAB is Jogailos str. 9, Vilnius, the
Velmatas UAB and its mother	Republic of Lithuaia, head office of Volemer Holdings
company Volemer Holdings Limited	Limited is Bouboulinas 1, Bouboulinas Building, 2nd Floor,
	Office 24, 1060 Nicosia, the Republic of Cyprus

1. Name and surname or name of shareholder (applicable in the cases referred to in Article $26(1)(2-10)$ and Article 26(2) of the Law, if different from the person referred to in item 3. Every person whose votes are to be calculated together with the votes of the person referred to in item 3 should be indicated, with specifying the amount and the share in per cent of the voting rights directly held by each of such persons):

Issuer's shares were transferred from Volemer Holdings Limited to its subsidiary Velmatas UAB. Taking into consideration the above and following items 1 and 6 of part 1 of Article 26 of the Law, it is considered that Volemer Holdings Limited and Velmatas UAB are persons, acting in concert and have the obligation to provide this notification.

1. Declared threshold and date of crossing it (e.g., date of acquisition or disposal of the shares; date of any other reason causing the obligation of notification to arise; in cases of a passive crossing of the threshold, the date of share-related event):

On 16 December 2016, after signing of the Share Subscription Agreement of UAB Velmatas UAB, based on which all the shares of the issuer, held by Volemer Holdings Limited were transferred to the indicated enterprise. Furthermore, after the seller (Volemer Holdings Limited (number of option shares $-28,440,895$ ), hereinafter, the "Seller") on 21 September 2016 expressed its will in writing that Baltic Champs Group, UAB buy the option shares held by it, Baltic Champs Group, UAB now has an obligation to purchase all the option shares held by the Seller, having expressed its will and to pay the option price until 15 November 2017 inclusively, and the title to option shares shall be transferred as from the moment of payment of all the option price, payable to the Seller. As the Seller expressed its will to sell the option shares, Baltic Champs Group, UAB will have to purchase 28,440,895 shares of the company, held by the Seller and the Seller will exceed 5% threshold of votes (i.e. it will have $1,335,615$ shares in the company). After signature of the agreement on implementation of the option agreement, dated 16 December 2016 and transfer by the Seller all the shares, held in the issuer to its subsidiary Velmatas UAB, the aforementioned obligation to transfer the shares of the issuer remains valid, however, it will be executed by transferring not direcly the issuer's shares, but the shares of Velmatas UAB.

Thus, this notification is being provided for acquisition of 15.18 shares of the issuer (Velmatas UAB), as well as for disposition (Volemer Holdings Limited) and for future disposition (Volemer Holdings Limited) thereof following Article 27 of the Law.

	Voting rights granted by the shares, per cent (total 7. A)	Voting rights granted by means of financial instruments, per cent (total 7. B.1) $+7. B.2$	Both in total, per cent $(7. A + 7.$ B)	Net amount of issuer's voting rights 2
Situation present upon crossing or reaching the threshold	15.98	$-15.18$	0.71	1,335,615
Position of the previous notification (if applicable)

					5. General positions of the persons who are subject to the notification obligation:
--	--	--	--	--	-------------------------------------------------------------------------------------	--

7. Information on the situation present upon crossing the threshold:
	A: Voting rights granted by shares
Class/ type	Amount of the voting rights 4		Voting rights, per cent
of shares ISIN code	Directly (Article 25 of the Law)	Indirectly (Article 26 of the Law)	Directly (Article 25 of the Law)	Indirectly (Article 26 of the Law)
ORS, ISIN LT00001274 66	28,440,895	$1,335,615$ (these shares are further held by Volemer Holdings Limited)	15.18	0.71
$-0.056$
SUBTOTA $\mathbf{L}$ A	28,440,895	1,335,615 (these shares are further held by Volemer Holdings Limited)	15.18	0.71

B 1: Financial instruments which upon expiration of the buy-up term as agreed officially shall grant the right or possibility to transfer shares granting the voting rights already issued by the issuer (Article 27 of the Law)

	$\mu$ iiu hoowed ( i ka tacas = / of the $\pm$ Financial Expiration date	Period for usage/	Amount of the voting Voting rights,
instrument	of the term $\degree$	conversion	rights which may be	per cent

ORS, ISIN 66	The will of the LT00001274 Seller to sell the shares was expressed on 21- $ 09-2016 $		obtained if the instrument is used / converted $[28,440,895$ (number of $[15.18]$ ) shares, to be transferred (percentage of in the future, transferring the company holding	shares, to be transferred in the future; see
			thereof UAB Velmatas)	$\ $ beside)
		SUBTOTAL B.1	28,440,895 (number of 15.18) shares, to be transferred (percentage of in the future, transferring the company holding thereof UAB Velmatas) beside)	shares, to be transferred in the future; see

B 2: Financial instruments linked to the financial instruments referred to in item B1 and having a similar economic effect (Article 27 of the Law)

Financial instrument	Expiration date of the term 5	Period for usage/ conversion o	Settlement in Amount of kind or in money	the voting rights	Voting rights, per cent
			SUBTOTAL B.2

1. Details on the person who is subject to the obligation of notification (tick the relevant box):

[] A person who is subject to the obligation of notification is not controlled by any other natural or legal person and does not control any other undertakings that directly or indirectly have the issuer's voting rights (if a person who is subject to the obligation of notification is controlled by and (or) controls other undertaking, the second option is to be marked)

[X] The entire chain of controlled undertakings by means of which the voting rights and (or) financial instruments are managed, starting with the main controlling natural or legal $\mathbf{person}^8$ :

Name and surname / name	Voting rights in per cent (if they amount to the $\vert$ threshold mandatory of notification or cross that threshold)	Voting rights by means of financial instruments in per cent (if they amount to the threshold mandatory of notification or cross that threshold)	Total of both voting rights, per cent (if they amount to the threshold mandatory of notification or cross that threshold)
Jurgis Petrošius

Tenolet Limited
Ikhwan Holding Limited
Volemer Holdings	As disclosed in this	As disclosed in this	As disclosed in this
Limited	notification above	notification above	notification above
Velmatas UAB	As disclosed in this	As disclosed in this	As disclosed in this
	notification above	notification above	notification above

1. Details in case of voting by proxy: [name and surname / name of proxy] shall lose his voting rights

[per cent and amount] from [date]

10. Additional information:

$(e.g. correction of the previous notification)$

Completed in Vilnius, 16-12-2016.

Myholas Jonas Banatis

¹In the circumstances referred to in Article 26(1)(3–9) of the Law, information about the following persons should be provided:

• in case referred to in Article 26(1)(3) of the Law, natural or legal person acquiring the voting rights and entitled to exercise them according to the agreement;

• in case referred to in Article $26(1)(4)$ of the Law, natural or legal person to whom the shares have been pledged, provided that the natural or legal person in question controls the voting rights and declared his intentions to exercise them, as well as the natural or legal person who pledged the shares under such conditions;

• in case referred to in Article $26(1)(5)$ of the Law, natural or legal person who uses the shares as an usufruct, provided that the natural or legal person in question is entitled to exercise the voting rights granted by such shares, as well as the natural or legal person who loses the voting rights when using the shares as an usufruct;

• in case referred to in Article $26(1)(6)$ of the Law, controlling natural or legal person and the controlled undertaking, if it is bound by obligation of notification of acquisition or disposal of the voting rights as provided for in Article 25, Article 26(1)(2–5) of the Law or any of these cases;

• in case referred to in Article $26(1)(7)$ of the Law, a person to whom the shares are transferred by trust, provided that he may exercise the voting rights granted by such shares at his own discretion, as well as the person who transferred the shares by trust granting the right to exercise the voting rights granted by such shares;

• in case referred to in Article $26(1)(8)$ of the Law, natural or legal person managing the voting rights;

$-$ in case referred to in Article 26(1)(9) of the Law, an authorized person (proxy), provided that he may exercise the voting rights at his own discretion, as well as the shareholder who has granted the proxy the right to exercise the voting rights at his own discretion (e.g. management undertakings).

$2$ The net amount of the voting rights shall be comprised of the voting rights granted by all shares including depository receipts marking the shares which are granted the voting rights, even if the exercise of the voting rights is suspended for a time.

$3\,$ If the amount of the voting rights is less than the minimum threshold referred to in Article 25(1) of the Law, the amount of the held financial instruments and the voting rights attached thereto which is present on the date of crossing the declared threshold shall be indicated.

⁴ To be filled in only when the holding is comprised of directly and indirectly held voting rights. The definition "directly held votes" shall mean the votes granted by the shares held by the person by the right of the ownership. The definition "indirectly held votes" shall mean the votes held by the person on one or more of the grounds specified in Article $26(1)(2-10)$ and (or) Article 26(2) of the Law.

$\frac{5}{5}$ Expiration date of the buy-up/validity of financial instrument shall be the date when the right to acquire shares expires.

$6\overline{1}$ To be filled in only when the financial instrument has the same period (e.g. every 3 months, starting with [date]).

If settlement is made in cash, the amount and percentage of the voting rights subject to notification shall be calculated considering the total relative number of the shares forming the basis for financial instrument multiplied by delta ratio (paragraph 28 of the Rules).

⁸ The entire chain of the controlled undertakings, starting with the main controlling natural or legal person, shall be indicated also in cases when the threshold is crossed at the level of only the controlled undertakings, whereas the controlled undertaking shall inform about submission of notification. In cases of multiple chains by means of which the voting rights and (or) financial instruments are used, notification of all such chains has to be made, with leaving a blank line between different chains (e.g. A, B, C, blank line, A, B, D, blank line, A, E, F etc.).

⁹ Names of the controlled undertakings by means of which the voting rights and (or) financial instruments are used shall be indicated disregarding whether these controlled undertakings reach or cross the lowest set threshold.