Notice of the draft decisions on the agenda and general voting ballot for the Annual General Meeting of Shareholders of AUGA Group AB, a company undergoing restructuring, convened on 29th August 2025

As previously announced, the Annual General Meeting of Shareholders of AUGA group, AB, a company undergoing restructuring (legal entity code 126264360, registered office at Konstitucijos Ave. 21C, Vilnius, hereinafter – the “Company”) is convened on the initiative and decision of the Company’s Board on 29^th  August 2025 at 10:00 AM (hereinafter – the “Meeting”). With this notice, the Company announces the proposed resolutions on items 5-6 of the agenda, together with additional information, and provides an updated general voting ballot.

Agenda of the Meeting:

1. Consolidated management report of the Company for the year 2024 and independent Auditor’s conclusion except the part of the remuneration report of the Company for the year 2024.
2. Remuneration report of the Company for the year 2024 as the part of the Consolidated management report of the Company for the year 2024.
3. Approval of consolidated set of annual financial statements of the Company for the year 2024.
4. Approval of the profit (loss) allocation of the Company for the year 2024.
5. Election of members of the Company's Board.
6. Determination of remuneration for Board members.
7. Provision of the implementation of the Strategy of the Company.
8. Amendment of the Articles of Association of the Company.

In the draft restructuring plan approved by the Company’s shareholders on 12 August 2025 and by the Company’s creditors on 18 August 2025, the Company’s Board has committed to propose to the General Meeting of Shareholders the election of a new Board that includes at least two (2) candidates nominated by the Company’s creditors. In line with the restructuring plan approved by shareholders and creditors, the Company’s Board proposes the following draft resolutions under agenda items 5–6 and nominates candidates for the new Board:

      5.   Election of members of the Company's Board

Considering that the current Board term ends on 29^th August 2025, the following candidates are proposed for election to the new term of the Board:

Candidates proposed by the Board:

• Peter Bryde;
• Andrej Cyba;
• Kęstutis Juščius;
• Ramutė Razmienė (a candidate nominated by the Company’s largest creditor whose claim is not secured by a mortgage, in accordance with the Company’s draft restructuring plan);
• Aleksandras Šutovičius (a candidate nominated by the Company’s largest creditor whose claim is secured by a mortgage, in accordance with the Company’s draft restructuring plan).
  

The Company’s shareholder UAB "Proksima zeta", which holds shares granting more than 1/20 of all votes in the Company, has proposed an additional candidate for the Company’s Board:

• Giedrius Barcys.
  

The Company's shareholders ATIISIF "Multi Asset Selection Fund" (management company -AGGRESSIVE CAPITAL, UAB) and Willgrow, UAB, who’s together carrying more than 1/20 of all the votes, has proposed candidate for the Company’s Board:

• Linas Strėlis.
  

Taking this into account, the candidates for the Company’s Board are:

1. Giedrius Barcys (candidate proposed by UAB "Proksima zeta");
2. Peter Bryde (candidate proposed by the Company’s Board);
3. Andrej Cyba (candidate proposed by the Company’s Board);
4. Kęstutis Juščius (candidate proposed by the Company’s Board);
5. Ramutė Razmienė (candidate nominated by the Company’s largest creditor whose claim is not secured by a mortgage, in accordance with the draft restructuring plan of the Company);
6. Linas Strėlis (candidate proposed by ATIISIF “Multi Asset Selection Fund” and Willgrow, UAB);
7. Aleksandras Šutovičius (candidate nominated by the Company’s largest creditor whose claim is secured by a mortgage, in accordance with the draft restructuring plan of the Company).
   

According to the information provided by the candidates to the Company, Giedrius Barcys, Peter Bryde, Andrej Cyba, and Ramutė Razmienė shall be considered independent candidates, while Kęstutis Juščius as he is the sole owner of UAB "Baltic Champs group", the Company’s controlling shareholder and Aleksandras Šutovičius as he is the CEO of UAB "Okseta", which has acquired more than half of the Green Bonds issued by Auga group, AB shall be considered non-independent candidates. Information about all proposed candidates is attached to this notice as an annex.

      6.   Determination of remuneration for Board members

6.1 To approve the following remuneration for the newly elected board members for one tenure: to set a monthly remuneration of EUR 2 280 (before taxes) for a member of the Board and EUR 3 000 (before taxes) for the Chairman of the Board, irrespective of the annual number of the Board meetings.

6.2 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.

Contacts:

CEO of AUGA group, AB under restructuring

Elina Chodzkaitė – Barauskienė

+370 5 233 5340

Attachments

• Information about candidates to the Board_2025
• General voting ballot_20250829