AUGA group — Proxy Solicitation & Information Statement 2021

Apr 19, 2021

INFORMATION ABOUT CANDIDATES TO THE BOARD OF AUGA GROUP, AB

ANDREJ CYBA

Under the provided documents is considered to be an independent candidate to AUGA group, AB board members.

Education, qualification:
- Vilnius University, Bachelor in Management and Business Administration

Experience:

Current positions:
- UAB "INVL Asset Management", Chief Business Development Officer (since 2016)
- UAB FMJ "INVL Finasta", Chairman of the Management Board (since 2016)
- IPAS "INVL Asset Management", Chairman of the Supervisory Board (since 2016)
- AS "INVL ATKLĀTAIS PENSIJU FONDS", Chairman of the Supervisory Board (since 2016)
- AB "Vilkyškių pieninė", Board Member (since 2008)
- SIA "Baltic Dairy Board", Board Membre (since 2021)
- UAB "Piola", CEO (since 2009)
- UAB "GP1", CEO (since 2012)
- UAB "GP2", CEO (since 2012)

Previous positions:
- AB FMJ "Finasta", Financial analyst;
- UAB "Finasta Asset Management", Fund manager
- UAB "Finasta Asset Management", Head of Fund Management
- UAB "Finasta Asset Management", Director
- UAB "Invalda nekilnojamo turto valdymas", Board Member
- UAB "Finasta Asset Management", CEO / Board Member
- AB bankas "Finasta", Head of Financial Market division, Board Member
- AS "F Capital", Supervisory Board Member
- AB "Finasta Holding", Deputy CEO, Board Member
- AS "Finasta atklātais pensiju fonds", Supervisory Board Member
- IPAS "Finasta Asset Management", Supervisory Board Member
- AB FMJ "Finasta", CEO/ Chairman of the Management Board
- AB bankas "Finasta", CEO/ Chairman of the Management Board
- AB "Invalda INVL", Advisor to President
- UAB "Mundus", Chairman of the Management Board

Information about interests in capital of other entities (≥5%)
- UAB "Piola", 18.75%;
- UAB "Propuff", 15%
- UAB "GP1", 73%
- UAB "GP2", 72,5%

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TOMAS KRAKAUSKAS

Under the provided documents is considered to be a non-independent candidate to AUGA group, ABboard members.

Education, qualification:
- Vilnius University. Management and Business Administration (Bachelor degree)
- ISM University of Management and Economics. ISM executive school (Master degree)

Experience:

Current positions:
- Chief investment Officer, UAB „ME investicija“ (since 2016)
- Chairman of UAB „Viena sąskaita“ (since 2017)
- AB „AUGA group“ board member (since 2019 m)
- AS PN Project supervisory board member (since 2018 m)
- ISM University foundation, board member (since 2020 m)

Previous positions:
- Chairman, working as independent board member, at State owned company „Lithuanian Airports“(2016 - 2020)
- Board member of UAB FMJ „INVL Finasta“
- Various positions at UAB „INVL Asset Management“ (Chief Investment Officer; Deputy CEO; Head of Portfolio management department)

Information about interests in capital of other entities (≥5%):
- MB „Krakauskas Capital“ 100%

Candidate confirmations and other information:

The candidate has disclosed that:
- he was nominated by and represents UAB „ME investicija“, which owns 19,082,801 shares (or 8.39 %) of AUGA group, AB
- he personally owns 119,000 number of shares of AUGA group, AB

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DALIUS MISIūNAS

Under the provided documents is considered to be an independent candidate to AUGA group, AB board members.

Education, qualification:

• Lund University (Sweden). PhD in Technology Science
• Kaunas University of Technology. Bachelor degree in Electrical Engineering
• Baltic Institute of Corporate Governance. Certification in Board Chairmanship
• Baltic Institute of Corporate Governance. Certification in Board Management

Experience:

Current positions:

• President of ISM University of Management and Economics (since 2019)

Previous positions:

• Board member and General Director of MAXIMA grupė, UAB

• Board member and General Director of Lietuvos Energija, UAB

• Board/Supervisory Board member and/or chairman of various companies, including Kaunas University of Technology, EURELECTRIC, AB Energijos skirstymo operatorius, Energijos tiekimas, Kauno energetikos remontas etc.

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MURRAY STEELE

Under the provided documents is considered to be an independent candidate to AUGA group, AB board members.

Education, qualification:
- Glasgow university. BSc. Mechanical Engineering
- Glasgow university. MSc. Aeronautical Thermodynamics
- Association of Certified Chartered Accountants [ACCA]. Diploma in Finance and Accounting.
- Cranfield university. MBA. Master of Business Administration

Experience:

Current positions:
- Chairman of Octopus Apollo VCT (since 2008)
- Chairman of Surface Generation (since 2008)
- Programme Director for NED Training Programmes for the Financial Times (since 2011), the European Bank of Reconstruction and Development (since 2001) and the British Private Equity and Venture Capital Association (since 2002)

Previous positions:
- Board member or chairman of various companies, including E – Energija, Vitalia, LINX – London Internet Exchange, James Walker Group
- Head of Strategic Management, Cranfield School of Management, Cranfield University

Candidate confirmations and other information:

The candidate also informed that should his nomination to the board of AUGA group, AB be approved, in addition to the remuneration to be paid by AUGA group, AB to elected board members, he will receive additional remuneration from the European Bank of Reconstruction and Development (EBRD) for the performance of duties as elected board member nominated by EBRD. In his opinion, this additional remuneration by EBRD is not intended to and shall not affect his impartiality and objectivity in making decisions in the board or reflect unfavorably on the assessment of the independence of his opinions or judgements, and EBRD has specifically informed him that he should always act in the best interest of AUGA group, AB. The candidate also indicated that there has been two previous similar occasions, when he was nominated by the EBRD, and assured that he has always acted independently and in the best interests of the company.

In relation to his delivering of the EBRD Nominee Director Programme since 2001, which is done under a separate contract with the EBRD, this activity has in no way influenced his independence or acting in the best interests of the company when he has been previously nominated to boards by EBRD.

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Michaela Tod

Under the provided documents is considered to be an independent candidate to AUGA group, AB board members

Education, qualification:
- Master of Business and Economics, Wirtschaftsuniversität Wien

Experience:

Current positions:
- Supervisory Board Member, mytheresa.com

Previous positions:
- Co-CEO, ProSiebenSat.1 Media
- Supervisory Board member, Joyn GmbH
- Supervisory Board member, NUCOM group
- Chair of the Supervisory Board, Virtual Minds
- President China/Greater China, Dyson Limited