Agrowill Group AB - Notification on material event

Draft resolutions of extraordinary shareholders meeting of Agrowill Group, AB which will take place November 17, 2010.

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 November 17, 2010: 

1. Regarding increase of share capital of the Company.

To increase the share capital by issuing 35.000.000 new ordinary registered
shares with nominal value of LTL 1 each. 

To authorise the Board of the Company to set the issue price for 35.000.000 new
shares, which shall be not less than LTL 52.500.000, i.e. LTL 1,5 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
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 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. 

2. Regarding the withdraw the pre-emption rights to acquire the new share issue.

To withdraw the pre-emption rights of all shareholders to acquire the newly
issued 
35.000.000   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 withdraw of the pre-emption rights is public offering according
to the proceedings provided by the Securities law. 

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

The pre-emption rights to acquire new shares are not granted to designate
persons, since new shares will be publicly offered according to the proceedings
provided by the Securities law. 


4. 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 106.552.254  (one hundred six
million five  hundred fifty two thousand two hundred fifty four) Litas. 

3.2. The authorized capital of the Company is divided into 106.552.254  (one
hundred 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.

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