Agrowill Group AB - Notification on material event

Agreement on the merger of AB Agrowill Group with other companies was signed

AB Agrowill Group (hereinafter, the Company) and its present shareholders
(Volemer Holdings Limited, Vretola Holdings Limited, UAB Eastern Agro Holdings,
UAB Novitum, UAB Inovacinis Žemės Ūkis, Romualdas Antanas Petrošius, Aldona
Petrošienė, Jurgis Petrošius, Marius Žutautas, Vladas Bagavičius, Domantas
Savičius), a party of the one part, entered into the merger agreement
(hereinafter, the Agreement) with Baltic Champs Group, UAB and Kęstutis
Juščius, a party of the other part regarding merger of the Company and the
following companies: 

(i) Baltic Champs, UAB, legal entity code 302942064;

(ii)  UAB eTime invest, legal entity code 300578676.

According to the Agreement, it is planned to carry out the merger by way of
issuing a new share issue by the Company, which will be paid for with
non-monetary contributions - 100% of shares in Baltic Champs, UAB, which are
owned by Baltic Champs Group, UAB, as well as 100% of shares in UAB eTime
invest (this company possesses land plots through its subsidiary in Ukraine as
the lessee), which are owned by Vretola Holdings Limited. 

For this purpose the Company undertook in the Agreement to issue and to offer
to Baltic Champs Group, UAB and to Vretola Holdings Limited on the closing date
(the closing is planned to be effected by 31 March 2014) to acquire the total
number of 102,595,266 newly issued shares of the Company, for the total issue
price of LTL 102,595,266. Baltic Champs Group, UAB will be offered to acquire
88,444,014 new shares and Vretola Holdings Limited will be offered to acquire
14,151,252 new shares out of the above-indicted number. 

Baltic Champs Group, UAB and Vretola Holdings Limited, in their own turn,
undertook to acquire all the new shares of the Company in the above-indicated
portions under the terms and conditions indicated in the Agreement, by signing
share subscription agreements on the closing date and paying for the new shares
with, respectively, 100% Baltic Champs, UAB block of shares and 100% UAB eTime
invest block of shares. 

The Agreement also establishes that the Company will acquire from Kęstutis
Juščius 100% blocks of shares of agricultural companies, owned by him - UAB
AGRO Ramučiai (legal entity code 302854479) and UAB Luganta (legal entity code
300045023) according to a relevant share sale-purchase agreement for shares of
these companies, pursuant to which the said shares will be transferred to the
Company at the closing. The planned total price of these blocks of shares is
LTL 5,705,215 (five million seven hundred and five thousand two hundred and
fifteen litas), out of which LTL 356,867.45 (three hundred and fifty six
thousand eight hundred and sixty seven litas 45 cents) will be paid for shares
of UAB AGRO Ramučiai and LTL 5,348,347.55 (five million three hundred and forty
eight thousand three hundred and forty seven litas 55 cents) - for shares of
UAB Luganta. 

Apart from subscription of the new shares, Baltic Champs Group, UAB will
additionally acquire from Vretola Holdings Limited a block of shares of the
Company, which will constitute 3% from the increased authorised capital of the
Company. 

The Agreement inter alia provides for the following conditions precedent to the
closing of the merger transaction: 

(i) the Competition Council of the Republic of Lithuania will have issued an
unconditional permit to effect concentration, as provided for in the Agreement; 

(ii)  the general meeting of shareholders of the Company will have been
lawfully convened and held and it will have adopted the necessary decisions on
the increase of the authorised capital of the Company and the withdrawal of the
pre-emptive right of the present shareholders of the Company to acquire newly
issued shares of the Company and offering these shares to be acquired by Baltic
Champs Group, UAB and Vretola Holdings Limited; 

(iii) the Bank of Lithuania will have approved the prospectus for listing the
new share issue of the Company on the NASDAQ OMX Vilnius stock exchange and the
Warsaw Stock Exchange, etc. 



Besides, following the Agreement, at the time of the closing, in addition to
new share subscription agreements of the Company, the shareholders agreement
will also be signed, which, in addition to the issues of the management of the
Company, will also establish that after the closing of the merger transaction
the mandatory tender offer to buy the remaining voting shares of the Company
will be submitted and implemented by the above-indicated present shareholders
of the Company together with the new shareholder Baltic Champs Group, UAB pro
rata to the number of the Company shares held by them. 




         Vladas Bagavičius,
         Chairman of the Board
         +370 610 31807