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2010-08-12 08:55:00 CEST 2010-08-12 08:55:01 CEST REGULATED INFORMATION This message has been corrected. Click here to view the corrected message Agrowill Group AB - Notification on material eventAgenda of extraordinary shareholders meeting of „Agrowill Group“ which will take place August 23, 2010 , is amended. Draft resolutions.Agenda of the extraordinary meeting of Agrowill Group AB shareholders (company code 126264360, registered address: Smolensko st. 10, Vilnius) which will take place on August 23, 2010 is amended by initiative and decision of the Board by additional items, which are as follows: 4. Regarding increase of share capital of the Company. 5. Regarding the recall of priority right to acquire the new issue of the shares. 6. Regarding granting priority rights to acquire the new issue of the shares. 7. Regarding implementation of resolutions. Draft resolutions regarding additional items and amended draft resolution with regards to item 3 of agenda: 3. Election of the new Supervisory Board of the Company To elect new Members of the Supervisory Board of the Company - Ramūnas Audzevičius, Česlav Okinčic, Aurimas Sanikovas, Romualdas Antanas Petrošius, Džiuginta Kalvelienė. 4. Regarding increase of share capital of the Company. To increase the share capital of Agrowill Group AB from LTL 27.687.747 to LTL 63.313.960 by issuing 35.626.213 new ordinary registered shares with nominal value of LTL 1 each. The issue price for 35.626.213 new shares is LTL 35.626.213 , i.e. LTL 1 per share. The payment for new shares will be done in cash contribution. 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. Considering the share capital increase to approve amendments to By-laws (article 3.1 and 3.2) as follows: 3.1. The authorized capital of the Company is 63.313.960 (sixty three million three hundred thirteen thousand nine hundred sixty) Litas. 3.2. The authorized capital of the Company is divided into 63.313.960 (sixty three million three hundred thirteen thousand nine hundred sixty) ordinary registered Shares. Nominal value of one share is 1 (one) Litas. „ and to approve new wording of By-laws of the Company. 5. 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 35.626.213 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 investors - UAB „Hermis Capital“, Volemer Holdings Limited, Vretola Holdings Limited - to make additional investment in the Company's activities, and to strengthen capital basis of the Company. 6. Regarding granting priority rights to acquire the new share issue. 6.1 To grant priority right to UAB „Hermis Capital“ (company code 125699527, address: Antano Tumėno st. 4, Vilnius, Republic of Lithuania) to acquire part of new shares, i.e. 7.514.043 ordinary registered Agrowill Group AB shares with nominal value LTL 1 each at issue price LTL 1 per share. 6.2. To grant priority right to Volemer Holdings Limited (registration code HE 268133, address: Avlonos 1, Nicosia, Republic of Cyprus) to acquire part of new shares, i.e 12.643.552 ordinary registered Agrowill Group AB shares with nominal value LTL 1 each at issue price LTL 1 per share. 6.3. To grant priority right to Vretola Holdings Limited (registration code HE 270472, registered seat: Nicosia, Republic of Cyprus, headquarters Baarerstrasse 75, Zug, Switzerland) to acquire part of new shares, i.e 15.468.618 ordinary registered Agrowill Group AB shares with nominal value LTL 1 each at issue price LTL 1 per share. 7. Regarding implementation of resolutions. To authorize and commission Company‘s general director or any Member of the Board, to submit resolutions of the Extraordinary shareholders meeting and new wording of the By-laws of the Company to the Register of Legal Entities, to sign new wording of the By-laws of the Company , 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 Member of the Board +370 5 233 5340 |
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