Agrowill Group AB - Notification on material event

CORRECTION: Resolutions of extraordinary shareholders meeting of Agrowill Group AB, which took place on 23 August 2010

Resolutions of the extraordinary meeting of Agrowill Group AB shareholders 
(company code 126264360, registered address: Smolensko st. 10, Vilnius) as 
of August 23, 2010:

1. Ammendment to the By-laws of the Company. 

To amend By-laws of the Company, Article 7.2. and set is as follows:
„7.2. The Supervisory Board shall consist of 5 (five) Members. The Members 
of the Supervisory Board shall be elected for a term of 2 (two) years.“
To authorize the General manager to sign the amended By-laws of the Company 
and present it to the Register of Legal Entities (with a right to re-authorise).

2. Recall of the Supervisory Board of the Company.

To recall Supervisory Board of the Company.

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,  Džiuginta Kalvelienė,
Gediminas Žiemelis. 

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 65.260.397 by issuing 37.572.650 new ordinary registered shares with 
nominal value of LTL 1 each.

The issue price for 37.572.650 new shares is LTL 37.572.650, 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 65.260.397 (sixty five million 
two hundred sixty thousand three hundred ninety seven) Litas.""3.2. The authorized capital of the Company is divided into 65.260.397 (sixty 
five million two hundred sixty thousand three hundred ninety seven) 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 37.572650 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 and institute possibilities to decrease the level of the 
debt 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. 7.494.685 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 13.687.500 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 
16.390.465 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.


Vladas Bagavičius
Member of the Board
+370 5 233 5340