AUGA group: Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 28 March 2018

On the initiative and by the decision of the Board of AUGA group, AB (code
126264360, address Konstitucijos ave. 21C, Vilnius, hereinafter - the Company)
the ordinary general meeting of shareholders of the Company is being convened
on 28 March 2018, at 9.00 a.m.
The meeting will be held in the conference room at the business centrum QUADRUM
NORTH, address Konstitucijos ave. 21C, Vilnius. 

The registration of the shareholders begins at 8.30 a.m.

Only those persons who will be shareholders of the Company at the close of the
record date of the general meeting of shareholders may participate and vote at
the general meeting of shareholders. 

The record date of the meeting shall be 23 March 2018.

Agenda of the Meeting:

1. Increase of the authorized capital of the Company.

2. Revocation of the pre-emption rights to acquire the newly issued shares of
the Company for the existing shareholders. 

3. Approval of the Articles of Association of the Company; authorization of the
Head of the Company. 

4. Authorisation to the Board to determine the final conditions of the public
offer of the Company's shares. 

5. Admission to listing and trading of the shares of the Company on the
regulated markets and authorization of the Board to take corresponding actions. 

The draft decisions of the General Meeting of Shareholders:

1. Increase of the authorized capital of the Company

1.1. To increase the Company's authorized capital by EUR 11,600,000 by
additional contributions from EUR 54,350,713.08 to EUR 65,950,713.08 by issuing
new ordinary registered shares of the Company. 

1.2. Company's authorized capital is increased by issuing up to 40,000,000 new
ordinary registered shares of nominal value EUR 0.29 each (hereinafter referred
to as Newly Issued Shares / Offer Shares). As per formal requirements of the
applicable laws the minimum issue price of each Newly Issued Share shall
therefore be deemed to be equal to EUR 0.29 each. The Company will decide the
actual offering price after gauging investor interest and other related
factors. 

1.3. When not all the Newly Issued Shares are subscribed for within the period
intended for share subscription, the authorized capital of the Company may be
increased by the amount of nominal values of the shares subscribed for. In this
case the Board shall be authorised to decide whether the increase of the
authorized capital of the Company upon signing of not all the Newly Issued
Shares should be deemed effected and (if so) the authorised capital of the
Company must be increased by the amount of nominal values of the shares
subscribed for. 

1.4. To delegate to the Board of the Company to determine the final issue price
of the Newly Issued Shares, define the detailed conditions and procedure for
the subscription, payment and placement of the Offer Shares. The Board of the
Company is commissioned and authorised to draft, approve a prospectus for the
public offering of the Offer Shares and admission of all the shares of the
Company to trading on regulated markets (Warsaw Stock Exchange and AB Nasdaq
Vilnius) and to submit the prospectus to the Bank of Lithuania for approval in
compliance with this decision and applicable legislation. 

2. Revocation of the pre-emption rights to acquire the newly issued shares of
the Company for the existing shareholders 

Referring to the Board's notice, to revoke the pre-emption rights to acquire
the Newly Issued Shares of the Company for the existing shareholders as the
result of the intention to publicly offer the Newly Issued Shares according to
the procedure established in the Law on Securities. 

3. Approval of the Articles of Association of the Company; authorization of the
Head of the Company 

3.1. Referring to the increase of the authorised capital of the Company and the
changed wording of the Law on Companies of the Republic of Lithuania, to
approve the new wording of the Articles of Association of the Company (the
complete text of the amended Articles of Association is attached as an Annex No
1). 

3.2. If not all the Newly Issued Shares are subscribed for within the term for
subscription of the shares and the Board of the Company decides to consider the
increase of the authorised capital of the Company as effective, the Board of
the Company shall make respective amendments in the Articles of Association
concerning the amount of the authorised capital and the number of shares. 

3.3. To authorize the Company's General Manager or other person authorized by
him to sign and submit for registration the new wording of the Articles of
Association, to draft, sign and submit to the Register of Legal Persons and/or
a notary bureau and/or other organisations and institutions all and any other
necessary documents required for the increase of the Company's authorised
capital and to perform any other actions in relation with this assignment. 

4. Authorisation to the Board to determine the final conditions of the public
offer of the Company's shares 

To authorise the Board to determine the final conditions of the public offer of
the Company's shares (Offer Shares), including, without limitation, the final
issue price (sale price) of the Offer Shares, as well as the final number of
the New Shares to be issued. 

5. Admission to listing and trading of the new shares of the Company on the
regulated markets and authorization of the Board to take corresponding actions 

To initiate the admission to listing and trading of Newly Issued Shares of the
Company on the regulated markets of Warsaw Stock Exchange AB Nasdaq Vilnius and
authorize the Board of the Company to perform any corresponding actions in
relation to the issue. 

Shareholders of the Company shall have a right to participate and vote at the
general meeting of shareholders personally or by power of attorney, or
represented by the person with whom an agreement on the transfer of voting
rights is concluded. 

The total number of the Company's shares of EUR 0.29 par value each and the
number of shares granting voting rights during the general meeting of
shareholders is the same and amounts to 187,416,252. 

ISIN code of the Company's shares is LT0000127466.

A person attending the general meeting of shareholders and having a voting
right must provide a person's identification document. A person who is not a
shareholder must additionally provide a document confirming his/her right to
vote at the general meeting of shareholders. 

Each shareholder shall have a right in the manner established by the laws to
authorise other (natural or legal) person to attend and vote at the general
meeting of shareholders on his/her behalf. At the general meeting of
shareholders an authorised person shall have the same rights as would be held
by the shareholder represented by him/her, unless the authorized person's
rights are limited by the power of attorney or by laws. The authorized person
must provide a power of attorney certified in the manner established by laws. A
power of attorney issued in a foreign state must be translated into Lithuanian
and legalised in the manner established by laws. 

The Company does not establish special form of power of attorney.

Shareholder shall have the right to authorize through electronic communication
channels another person (natural or legal) to participate and vote in the
meeting on shareholder's behalf. Such authorization shall not be approved by
the notary public. The power of attorney issued through electronic
communication channels must be confirmed by the shareholder with a safe
electronic signature developed by safe signature equipment and approved by a
qualified certificate effective in the Republic of Lithuania. The shareholder
shall inform the Company on the power of attorney issued through electronic
communication channels by e-mail [e-mail] no later than until the last
business day before the meeting at 12.00 p.m. The power of attorney and
notification shall be issued in writing. The power of attorney and notification
to the Company shall be signed with the electronic signature but not the letter
sent via e-mail. By submitting the notification to the Company the shareholder
shall include the internet address from which it would be possible to download
free of charge software to verify an electronic signature of the shareholder. 

A shareholder or a person authorised by him/her shall have a right to vote in
writing in advance by filling in the general ballot paper. Upon a shareholder's
request, the Company, not later than 10 days before the general meeting, shall
send the general ballot paper by registered mail free of charge. The general
ballot paper is also provided on the Company's website at www.auga.lt. The
filled-in general ballot paper and the document confirming the voting right (if
any) must be submitted to the Company sending by registered mail or providing
them against signature at the address of the registered office of the Company
indicated in the notice and received by the Company not later than on the last
business day until the meeting. 

The Company is not providing the possibility to attend and vote at the general
meeting of shareholders through electronic means of communication. 

The shareholders holding shares that grant at least 1/20 of all votes shall
have the right of proposing to supplement the agenda of the general meeting of
shareholders. Draft decisions on the proposed issues shall be submitted
together with the proposal or, if the decisions do not need to be approved,
explanations on each proposed issue of the general meeting of shareholders
shall be presented. Proposal to supplement the agenda must be presented to the
Company sending them by registered mail or providing it against signature at
the address of the registered office of the Company indicated in the notice.
The agenda will be supplemented if the proposal is received not later than 14
days before the general meeting of shareholders. 

Each shareholder holding shares that grant at least 1/20 of all votes at any
time before the general meeting of shareholders or during the meeting shall
have the right of proposing draft resolutions on the issues already included or
to be included in the agenda of the general meeting of shareholders, as well as
the additional candidates to the members of the Supervisory Council of the
Company (if elected). The proposed draft decisions must be presented in writing
sending them by registered mail or providing them against signature at the
address of the registered office of the Company indicated in the notice. 

The shareholders shall have the right to present questions related to the
agenda issues of the general meeting of shareholders to the Company in advance
in writing, by providing the shareholder's personal identification number and
consent to process personal data - personal identification number in the letter
which should be sent to the Company by registered mail or delivered against
signature. The Company undertakes to respond if the questions are received not
later than 3 business days before the general meeting of shareholders.
Responses of a general character shall be posted on the Company's website
www.auga.lt. The Company will not respond personally to the shareholder if the
respective information is posted on the Company's website. 

The shareholders could get familiarised with the documents possessed by the
Company related to the agenda of the meeting, including notification on
convocation of the meeting, information about the total number of the Company's
shares and the number of shares granting voting rights during the general
meeting of shareholders, draft resolutions, and other documents to be submitted
to the general meeting of shareholders as well as to get information regarding
execution of the shareholders' rights at AUGA group, AB, at the address
Konstitucijos ave. 21C, Vilnius, or on the Company's website at www.auga.lt. 

Attached:
1. General voting ballot;
2. Draft Articles of Association;
3. Board's notification.

         General Manager
         Linas Bulzgys
         [phone]

Attachment:
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