Agrowill Group AB - Notification on material event

Additional (alternative) draft resolutions of extraordinary shareholders meeting of „Agrowill Group“ which will take place March 25, 2011

Shareholder of the Company proposed additional (alternative) 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 March 25, 2011: 

1. Regarding annulment of decisions of extraordinary shareholders meeting of
the Company as of 17 November, 2010. 

To annul decisions of extraordinary shareholders meeting of the Company as of
17 November, 2010. 

2. Regarding increase of share capital of the Company.

To increase the share capital by issuing 25.000.000 new ordinary registered
shares with nominal value of LTL 1 each. 

To authorise the Board of the Company to set the issue price for 25.000.000 new
shares, which minimal issue price shall be not less than nominal value. 

To authorise the Board of the Company, in accordance with decisions of this
extraordinary shareholders meeting and laws, to prepare, approve and to apply
to Securities Commission of the Republic of Lithuania with regard to approval
of the prospectus of public offering in Poland and another jurisdictions
defined by the Board and listing of newly issued Company's shares on a
regulated market Warsaw Stock Echange. 

The payment for new shares will be done in cash contribution. Other conditions,
not covered by decisions of the shareholders meeting (such as issue price,
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 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 initiate public offering and admission of all of Company's shares (including
all new shares) to a trading on a regulated market Warsaw Stock Exchange and
authorise the Board of the Company to take all necessary actions. 

3. 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
25.000.000   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 public offering by
following proceedings provided by the Securities law. 

4. Regarding granting priority rights to acquire the new share issue.

The priority right to acquire new shares, i.e. ordinary registered Agrowill
Group, AB shares, is not granted to designate persons, since new shares will be
publicly offered by following proceedings provided by the Securities law. 

5. Regarding amendments to By-laws

Considering the share capital increase to approve amendments to By-laws
(article 3.1, 3.2) as follows: 

3.1. The authorized capital of the Company is 96.552.254  (ninety six million
five  hundred fifty two thousand two hundred fifty four) Litas. 

3.2. The authorized capital of the Company is divided into 96.552.254  (ninety
six million five  hundred fifty two thousand two hundred fifty four) ordinary
registered Shares. Nominal value of one share is 1 (one) Litas. 

and to approve new wording of By-laws of the Company.

6. 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