Agrowill Group AB - Notification on material event

On the alternative draft decision on the issue No. 2 of the agenda of the extraordinary general meeting of shareholders to be held on 13 March 2014 and on the draft decision on the issue No. 4 of the agenda

On 27 February 2014 the Board of AB "Agrowill Group" (hereinafter, the
Company), taking into consideration that following the merger agreement,
entered into by the Company and certain of its present shareholders, a party of
the one part, and Baltic Champs Group, UAB and Kęstutis Juščius, a party of the
other part have agreed among other things that until closing of the transaction
all the loans granted by the shareholder of UAB “eTime invest” shall be
capitalized, whereby the authorized capital of UAB “eTime invest” would be
increased up to LTL 6,856,500, has approved the alternative draft resolution on
the following issue No. 2 of the agenda of the general meeting of shareholders,
to be held on 13 March 2014 (hereinafter, the Meeting): " 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 

  II alternative draft resolution:

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."



Furthermore, following the decision of the Company's Board, the draft
resolution on the following issue No. 4 of the agenda of the Meeting was
approved: "4. Revocation of the current Supervisory Council of the Company and election
of the new members of the Supervisory Council: 

4.1. To revoke the current Supervisory Council of the Company in corpore.

4.2. To elect the candidates having received the most votes during the general
meeting of shareholders of the Company as the new members of the Supervisory
Council. To offer to the meeting the election of the following persons to the
Supervisory Council of the Company: 

  1. Kęstutis Juščius
  2. Gediminas Žiemelis;
  3. Aurimas Sanikovas;
  4. Rimantas Rudzkis;
  5. Romanas Kančauskas."



The Company presented the information provided for in applicable legal acts,
which must be presented when informing about the convocation of the meeting, on
20 February 2014 when notifying about the material event. An updated general
voting ballot paper as well as a short presentation of the candidates to the
Company's Supervisory Council is enclosed herewith. 

Enclosures:

  1. Updated general ballot paper of the general meeting of shareholders.
  2. Presentation of the candidates to the Supervisory Council.








         Vladas Bagavičius
         Chairman of the Board
         +370 5 233 53 40

Attachments:

Agrowill Group AB updated General ballot paper with the alternative draft decisions 2014 02 28.pdf

Presentation of the candidates to the Supervisory Council of Agrowill Group AB 2014 02 28.pdf