AUGA group — Proxy Solicitation & Information Statement 2021

Apr 19, 2021

AUGA group, AB
Code 126264360, VAT number LT100001193419
Address Konstitucijos ave. 21C, Vilnius

Ordinary general shareholders meeting, 30 April 2021, 10.00 a.m.

GENERAL VOTING BALLOT

Shareholder: ____, code ____
(Name, surname, personal code / company name, company code)

Number of shares: ____

Draft resolutions of the general meeting of shareholders	Shareholder's vote
			For	Against
1. Consolidated annual report of the Company for the year 2020 and Auditor's report
Note: no vote on this issue.			Taken for information
2. Approval of consolidated annual financial statements of the Company for the year 2020
To approve consolidated annual financial statements for the year 2020.
3. Approval of the profit (loss) allocation of the Company for the year 2020
To distribute the Company's profit in the total sum of EUR 11,088,936 available for appropriation, as follows:
No.	Ratios	Amount, Euros
1.	Non-allocated profit (loss) of the previous year at the end of the financial year as of 31 December 2020	6,701,288
2.	Net profit (loss) for the financial year	4,140,648
3.	Profit (loss) for the reporting financial year not recognized in the profit and loss account	-
4.	Share based payment for employees expenses accounted in the profit and loss account	247,000
5.	Shareholders' contribution against losses	-
6.	Portion of the reserve of tangible fixed assets	-
7.	Profit (loss) for allocation (1+2+3+4+5+6)	11,088,936
8.	Allocation of profit to compulsory reserve	207,032
9.	Allocation of profit to reserve for granting of shares	493,000
10.	Allocation of profit to other reserves	-
11.	Allocation of profit to dividends	-
12.	Allocation of profit to tantiems	-
13.	Non-allocated profit (loss) at the end of the reporting year carried forward to next financial year (7-8-9-10-11-12)	10,388,904

---

1. Appointment of the auditor to audit consolidated financial statements of the Company for the year 2021 and approval of auditor's remuneration

To appoint UAB PricewaterhouseCoopers (code: 111473315) as the Company's audit enterprise to perform the audit of the Consolidated and Separate Financial Statements for the 2021 financial year. To authorize the Company's General manager to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case, not more than EUR 60,000 (sixty thousand) (VAT excluded) per year for the audit of the Company's Consolidated and Separate Financial Statements.

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

To amend Articles of Association of the Company by:

a. To supplement Article 7.13 of the Articles of Association of the Company with: "The quorum for meetings of the Board shall be calculated from the members of the Board in office".

b. To supplement Article 7.18 Articles of Association of the Company with: "In case of unpredictable circumstances, the Board has the right to change the date of the convened General Meeting of Shareholders or cancel the General Meeting of Shareholders."

c. few other amendments to implement best corporate governance practices, as per the draft of new wording of the Articles of Association provided for approval.

To approve the new wording of the Articles of Association of the Company as per the attached draft. Authorize and instruct the general manager to have such new wording of the Articles of Association registered with the Register of Legal Persons.

1. Election of the Board*

2. board members are voted for by distributing the votes for one or several candidates. Each shareholder has the number of votes equal to the number of votes carried by the shares he owns multiplied by 5. The candidates who receive the largest number of votes shall be elected.

No.	Name, Surname of the candidate	Number of votes FOR
1.	Andrej Cyba
2.	Tomas Krakauskas
3.	Dalius Misiūnas
4.	Murray Steele
5.	Michaela Tod

---

7. Approval of the remuneration of the newly elected members of the Board To approve the following remuneration for the newly elected board members for one tenure: (a) EUR 1,900 (before taxes) for members of the Management Board and EUR 2,500 (before taxes) for the chairman of the Management Board per one board meeting, which includes preparation for the meeting, travel time to/from the meeting, attending the meeting, follow-up questions and closure work related to the meeting. Should there be more than 12 board meetings in 12 months, the indicated remuneration is to be paid for each meeting. Should there be less than 12 meetings per 12 consecutive months, board member will nonetheless receive remuneration for 12 meetings per 12 months. Remuneration shall not be paid for the decisions made in writing or any other way in between the meetings nor for meetings which the board member did not attend; (b) 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.
8. Provision of the Strategy implementation report. Note: no vote on this issue.	Taken for information

Shareholder (or another person entitled to vote):

(Signature)

(Position (if applicable), Name and Surname)