Agrowill Group AB - Notification on material event

Resolutions of the extraordinary shareholders meeting of „Agrowill Group“ AB which took place on March 13, 2014.

Resolutions of the extraordinary shareholders meeting of Agrowill Group AB
(company code 126264360, registered address: Smolensko st. 10, Vilnius)  which
took place on March 13,  2014: 



1. Increase of the authorised capital of the Company with additional
non-monetary contributions. 

Decision:

- To increase the authorised capital of the Company with additional
non-monetary contributions from LTL 84,820,986 (eighty four million eight
hundred twenty thousand nine hundred eighty six litas) to LTL 187,416,252 (one
hundred eighty seven million four hundred sixteen thousand two hundred fifty
two litas), by issuing no more than 102,595,266 (one hundred two million five
hundred ninety five thousand two hundred sixty six) ordinary registered shares
LTL 1 (one litas) par value each (hereinafter - the New Shares). 

The issue price of each newly issued ordinary registered share of the Company,
the total number of which may be up to 102,595,266 (one hundred two million
five hundred ninety five thousand two hundred sixty six), is LTL 1 (one litas).
The total issue price of the New Shares is up to LTL 102,595,266 (one hundred
two million five hundred ninety five thousand two hundred sixty six litas),
depending on the final number of the New Shares to be issued. 



2. Withdrawal of the pre-emptive right of the Company's shareholders to acquire
newly issued shares of the Company and granting of the right to acquire newly
issued shares of the Company. 

Decision:

- Following paragraph 1(15) of Article 20 and paragraph 5 of Article 57 of the
Law on Companies of the Republic of Lithuania, also referring to the
announcement of the Board of the Company regarding the withdrawal of the
pre-emptive right of the Company's shareholders to acquire newly issued shares
of the Company and granting of the right to acquire the shares, to withdraw the
pre-emptive right of all the shareholders of the Company to acquire up to
102,595,266 (one hundred two million five hundred ninety five thousand two
hundred sixty six) ordinary registered shares to be issued by the Company. To
establish that all up to 102,595,266 (one hundred two million five hundred
ninety five thousand two hundred sixty six) ordinary registered shares of the
Company LTL 1 (one litas) par value each will be subscribed and acquired by
Baltic Champs Group UAB, code 145798333, registered at Šiauliai district
municipality, Poviliškiai village, Lithuania, and by Vretola Holdings Limited,
code HE 270472, registered at Stylianou Lena, 18, Pallouriotissa, 1046,
Nicosia, Cyprus. From this number of New Shares 88,444,014 (eighty eight
million four hundred forty four thousand fourteen) shares will be subscribed
and acquired by Baltic Champs Group UAB and 14,151,252 (fourteen million one
hundred fifty one thousand two hundred fifty two) shares by Vretola Holdings
Limited. 

To set that the period for subscription of the newly issued shares is 3 (three)
months as of the date of adoption of this resolution. Newly issued shares
having nominal value and issue price of LTL 1 (one litas), will be paid by the
following non-monetary contributions: 

  1. by the block of 100 percent of shares of Baltic Champs, UAB (code
     302942064, registered at Šiauliai district municipality, Poviliškiai
     village, Lithuania), held by Baltic Champs Group UAB which consists of
     629,100 (six hundred twenty nine thousand one hundred) ordinary registered
     shares LTL 100 (one hundred litas) par value each;
  2. by the block of 100 percent of shares of UAB „eTime invest“ (code
     300578676, registered at Saltoniškių st. 29, Vilnius, Lithuania), held by
     Vretola Holdings Limited which consists of
6,856,500 (six million eight hundred fifty six thousand five hundred)
 ordinary registered shares LTL 1 (one litas) par value each.

Value of the non-monetary contribution determined by the independent asset
appraiser has to be no less than the issue price of the New Shares to be
acquired. 

If not all the New Shares are subscribed for within the time limit the
authorised capital of the Company may be increased by the nominal value of the
subscribed shares. In this case the Board of the Company shall be authorised to
decide if the increase of the authorised capital of the Company has still taken
place disregarding that not all the New Shares were subscribed and (if so) the
authorised capital of the Company shall be increased by the nominal value of
the subscribed shares. 

To establish that the pre-emptive right of Company's shareholders to acquire
the New Shares is withdrawn for the reasons, indicated in the announcement of
the Company's Board of 19 February 2014 regarding withdrawal of the pre-emptive
right of shareholders of the Company and rendering the right on acquisition of
shares, i.e.: (i) aiming to extend crop activities conducted by the group of
companies AB “Agrowill Group” as well as to launch a champignon growing
business as well as other activities in connection therewith; (ii) taking into
consideration that the Company intends to proceed with the capital increase by
transferring the aforementioned non-monetary contributions of Baltic Champs
Group, UAB and Vretola Holdings Limited (shares of the companies, held by
them), and not by paying the shares by cash, as well as aiming (iii) that the
capital increase of the Company is not dragged in time and aiming to have the
necessary flexibility in the process, successful closing of which is dependable
inter alia on the permissions of the respective state institutions and third
parties for the transaction (e.g. Competition Council, creditors of the
respective parties to the transaction), which may be not provided. Furthermore,
this capital increase of the Company is being executed with an aim of expansion
of activities conducted by the group of companies AB “Agrowill Group” by
raising additional investments, and following the arrangements reached with the
potential investors Baltic Champs Group, UAB and Vretola Holdings Limited
regarding the shareholders' structure of the Company after its capital
increase, capital increase without withdrawal of the pre-emptive right of the
current Company's shareholders would not ensure such shareholders' structure.
For this reason the transaction itself and indicated foreseen investments into
the Company would not be executed at all. 



3. Increase of the number of the Board members of the Company.

Decision:

- To increase the number of the Board members of the Company from 5 (five) to 7
(seven). 



4. Revocation of the current Supervisory Council of the Company and election of
the new members of the Supervisory Council. 

Decision:

- To revoke the current Supervisory Council of the Company in corpore

- To elect the following persons as the new members of the Supervisory Council
of the Company: 

  Kęstutis Juščius;

  Gediminas Žiemelis;

   Aurimas Sanikovas;

   Rimantas Rudzkis;

   Liudas Navickas.



5. Amendments to the Articles of Association of the Company and approval of the
new wording of Articles of Association. 

Decision:

Taking into consideration the adopted decisions to increase the number of Board
members of the Company, to increase the authorised capital of the Company as
well as the requirements of the new wording of Law on Companies of the Republic
of Lithuania, to approve the new wording of Articles of Association of the
Company, which is annexed to the minutes of the meeting. 

To authorise (with the power to delegate) the General Manager of the Company to
sign the new wording of Articles of Association of the Company as well as to
sign any and all documents and execute any actions in order to register the new
Supervisory Council members and the increase of the authorised capital of the
Company with the Register of Legal Persons. 

If not all the New Shares are subscribed for during the intended share
subscription period and the Board of the Company decides to hold that the
increase of the authorised capital of the Company has still taken place, to
obligate the Board of the Company to amend the amount of the authorised capital
and the number of shares indicated in the Articles of Association of the
Company accordingly. 



6. Admission of the new shares of the Company to trading on the regulated
markets NASDAQ OMX Vilnius AB and on the Warsaw Stock Exchange and granting of
authorisations to the Board of the Company to execute all the actions in
connection therewith 

Decision:

- To initiate the admission of New Shares to trading on the regulated markets
NASDAQ OMX Vilnius AB and on the Warsaw Stock Exchange and to authorise and
obligate the Board of the Company to execute all the actions in connection
therewith (including, without limitation, to prepare, approve and provide for
approval of the Bank of Lithuania the prospectus of admission of the New Shares
to trading on the indicated regulated markets). 



All documents possessed by the Company related to the agenda and decisions 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 53 40