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2011-03-04 17:00:00 CET 2011-03-04 17:00:07 CET REGULATED INFORMATION Agrowill Group AB - Notification on material eventThe extraordinary shareholders meeting of Agrowill Group ABThe extraordinary General Meeting of Agrowill Group AB shareholders (company code 126264360, registered address: Smolensko st. 10, Vilnius) will take place on March 25, 2011 at 9.00 a.m. on the initiative and decision of the Board. The meeting will be held at the hotel „Europa City Vilnius“, conference room, Jasinskio st. 14, Vilnius.The registration begins at 8.30 a.m. The General Meeting of Shareholders' accounting day is 18 March, 2011. The shareholders' property rights accounting day is 1 April, 2011. The meeting is convened on the grounds of: a) On 17 November 2010 the General Meeting of Shareholders decided to increase the share capital of the Company by additionally issuing 35 million ordinary shares with a nominal LTL 1 value each; b) On 17 November 2010 the General Meeting of Shareholders decided to initiate the inclusion of Companies shares (including the newly issued ones) into public trading on the Warsaw stock exchange; c) Because of organizational and market conjuncture, the listing on the Warsaw stock exchange will be carried out in May - June of 2011; d) Because of currently present high grain, rapeseed, and raw milk prices and forecasted further increases, it is advisable to utilize the production capacities to the maximum; therefore, to meet the current capital needs to fully utilize the production capacities of the Company it is necessary to issue additional 10 million ordinary shares with a nominal LTL 1 value each; e) After increasing share capital by LTL 10 million, there will be a new resolution taken regarding the additional LTL 35 million shares issuance and listing of the shares on the Warsaw stock exchange. Agenda of the Meeting: 1. Regarding annulment of decisions of extraordinary shareholders meeting of the Company as of 17 November, 2010. 2. Regarding increase of share capital of the Company by issuing new issue of the shares. 3. Regarding the recall of priority right to acquire the new issue of the shares. 4. Regarding granting priority rights to acquire the new issue of the shares. 5. Regarding amendments to by-laws of the Company. 6. Regarding implementation of resolutions. 7. Regarding authorization of the Board. Shareholders of the Company have a right to participate and vote at the General Meeting of Shareholders personally or by proxy, or represented by the person with whom an agreement on the transfer of voting rights is concluded. A person attending the General Meeting of Shareholders and having a voting right must bring with him/her a person's identification document. A person who is not a shareholder must additionally produce a document confirming his/her right to vote at the Annual General Meeting of Shareholders. Each shareholder shall have a right, in the manner established by the Law, to authorize another (natural or legal) person on his/her behalf to attend and vote at the General Meeting of Shareholders. At the General Meeting of Shareholders, an authorized 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 the Law. The authorized person must provide a power of attorney certified in the manner established by the Law. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner established by the Law. The Company does not establish special form of power of attorney. A shareholder or a person authorized by him/her shall have a right to vote in writing in advance by filling in the General Voting Ballot. Upon a shareholder's request, the Company, not later than 10 days before the General Meeting, shall send the General Voting Ballot by registered mail free of charge. The General Voting Ballot is also provided on the Company's website at http://www.agrowill.lt. The filled in General Voting Ballot and the document confirming the voting right (if any) must be submitted to the Company in writing not later than on the last business day before the General Meeting of Shareholders by sending it by registered mail to Agrowill Group AB, registered address: Smolensko st. 10, Vilnius. The Company is not providing the possibility to attend and vote at the General Meeting of Shareholders through electronic means of communication. Each shareholder 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 in writing by sending it by registered mail to Agrowill Group AB, registered address: Smolensko st. 10, Vilnius. 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 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, to nominate additional candidates to the Board, the audit company. The proposed draft decisions must be presented in writing by sending them by registered mail to Agrowill Group AB, registered address: Smolensko st. 10, Vilnius. The shareholders shall also be entitled to propose draft resolutions on the agenda issues of the General Meeting of Shareholders in writing during the Meeting. 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 and by sending it by registered mail. 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 http://www.agrowill.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 familiarized with the documents possessed by the Company related to the agenda of the Meeting, including 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 the headquarters Agrowill Group AB Smolensko st. 10, Vilnius, or on the Company's website at http://www.agrowill.lt. Vladas Bagavičius Chairman of the Board 8 5 233 53 40 |
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