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2010-10-21 16:36:40 CEST 2010-10-21 16:37:38 CEST REGULATED INFORMATION Agrowill Group AB - Notification on material eventAmended draft resolutions of extraordinary shareholders meeting of „Agrowill Group“ which will take place October 22, 2010Amended draft resolutions of the extraordinary meeting of Agrowill Group AB shareholders (company code 126264360, registered address: Smolensko st. 10, Vilnius) which will take place on October 22, 2010: 1. Regarding increase of share capital of the Company. To increase the share capital of Agrowill Group AB from LTL 65.260.397 to LTL 71.786.000 by issuing 6.525.603 new ordinary registered shares with nominal value of LTL 1 each. The issue price for 6.525.603 new shares is LTL 6.525.603, i.e. LTL 1 per share. The payment for new shares will be done in cash contribution (including possibility of set off). Other conditions, not covered by decisions of the shareholders meeting (such as issue timing, payment period and etc.) will be defined by the Board of the Company. If during the defined period of time not all new emission shares are subscribed, the share capital will be increased by the nominal value of shares subscribed. Based on this, the Board of the Company will have to amend the share capital and number of shares in the Articles of Association accordingly, and to provide amended Articles of Association to the State Register. To combine the new issue of shares with the current issue of the Company's shares, which are listed in the Secondary list of the NASDAQ OMX Vilnius (ISIN code LT0000127466), simultaneously granting the possibility to the owners of the shares to trade on the NASDAQ OMX Vilnius. 2. Regarding the recall of priority right to acquire the new share issue. To recall the priority right of all shareholders to acquire the newly issued 6.525.603 ordinary registered shares of Agrowill Group AB, based on the Law of Companies of the Republic of Lithuania article 20, part 1, p. 13, and article 57, part. 5, p. 7. Reason for the recall is to grant the possibility to the creditors (bondholders) of the Company by making discounts as foreseen according to the Law on Restructuring and to the investors - to make additional investment in the Company's activities, and to strengthen capital basis of the Company and institute possibilities to decrease the level of the debt of the Company. 3. Regarding granting priority rights to acquire the new share issue. To grant priority right to acquire new shares, i.e. ordinary registered Agrowill Group AB shares with nominal value LTL 1 each at issue price LTL 1 per share, according to the list below (personal codes and addresses aren't subject to public disclosure):. Name, surname/ Name of the legal entity Priority right to acquire new shares (number) Rytis Vaškelevičius 61.385 Ričardas Ratomskis 95.150 Gintaras Eimutis 114.038 Paulius Lukošiūnas 2.597 Andrius Stonys 62.803 Klaidas Akelis 40.373 Mantas Babelis 37.304 Amber Investment Fund UAB 132.456 Giedrė Kačinskienė 13.222 Daiva Maskoliūnienė 5.666 Kęstutis Baltušis 139.985 Rimantas Prušinskas 36.477 Ernestas Kovalčiukas 54.304 Mantas Sekmokas 35.416 Artūras Abramovičius 6.611 Valerija Adomaitienė 13.812 Zita Reimanienė 13.222 Virginija Jurkuvėnienė 53.006 Giedrius Kačinskas 188.177 IĮ „Telekomunikacijų konsultantai 31.992 IĮ A. Zamulskio gydymo įstaiga „Pulsas“ 282.266 Andrius Šaikus 166.573 Dovilė Merčaitienė 5.784 Šarūnas Broga 116.990 Arūnas Vitas 528.053 Algimantas Navickas 130.448 Kęstutis Lukoševičius 23.020 Rasa Gelgotienė 13.458 Algirdas Venckus 6.847 UAB "PROLESTA" 18.888 Arnoldas Matijošius 3.541 Narionė UAB 14.166 Laimonas Paura 94.442 Raimondas Vytautas Sklėnys 56.665 Marius Laurinavičius 55.485 Martynas Stonkus 86.179 Mindaugas Matulaitis 17.708 Ignas Murauskas 21.249 Darius Simanavičius 12.985 Martynas Katkevičius 33.055 Kazimieras Radzevičius 7.083 Laimutė Januškevičienė 20.069 Žydrūnė Petrauskienė 132.219 Ligita Urniežienė 12.985 Erika Bortkevičiūtė 233.746 Vytautas Zenevskis 27.152 Irmantas Šukys 25.971 Algis Paulauskas 148.747 Aida Šešelgienė 16.527 Arvydas Pečiura 17.713 Ramūnas Kalesnykas 3.542 Andrius Kalindra 59.604 Justinas Burokas 3.542 Edita Taleikytė 88.568 Andrius Petrauskas 14.165 Volemer Holdings Limited 2.888.170 4. Regarding amendments to By-laws Considering the share capital increase to approve amendments to By-laws (article 3.1, 3.2 and 10.1. ) as follows: "3.1. The authorized capital of the Company is 71.786.000 (seventy one million seven hundred eighty six thousand) Litas. 3.2. The authorized capital of the Company is divided into 71.786.000 (seventy one million seven hundred eighty six thousand) ordinary registered Shares. Nominal value of one share is 1 (one) Litas. 10.1. The periodical and current information defined in the Law on Securities of the Republic of Lithuania (including information about material events) which the Company should disclose shall be announced in the manner defined in the mentioned law. Any other information and notices which the Company should announce publicly (including notices about reorganization of the Company and reduction of the authorized capital) shall be announced in the electronic publication published by the registrar of legal entities for announcement of public notices or shall be delivered to each Shareholder or any other person who should be notified by registered mail or against signature. Before commencement of functioning of the electronic publication published by the registrar of legal entities, or in cases when notices cannot be announced in such publication due to technical obstacles, such notices shall be announced in the daily “Respublika” or delivered to each Shareholder or any other person who should be notified by registered mail or against signature. The Company's notices shall be announced and / or sent in observance of the terms set forth in the laws of the Republic of Lithuania, these By-laws and appropriate decisions of the Company's bodies. Responsibility for timely announcement or delivery of notices shall lie with the General Manager.„ to void as invalid articles 10.2, 10.3., 10.4, and to approve new wording of By-laws of the Company. 5. Regarding implementation of resolutions. To authorize and commission Company‘s general director or any Member of the Board, to sign new wording of the By-laws of the Company, to submit resolutions of the Extraordinary shareholders meeting and new wording of the By-laws of the Company to the Register of Legal Entities, , the Shares issue agreements and to take all other actions to ensure proper realization of resolutions of this shareholders meeting. The all documents possessed by the Company related to the agenda of the Meeting, , are available at the headquarters of Agrowill Group AB, Smolensko st. 10, Vilnius, Lithuania (tel. +370 5 233 53 40) and also available online at www.agrowill.lt. Vladas Bagavičius Chairman of the Board +370 5 233 5340 |
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