Agrowill Group - Notification on material event

Regarding the decision of the Supervision Service of the Bank of Lithuania and the position of the Company with regard to it

AB Agrowill Group has received Decision No. 241-38 of 15 February 2016 of the
Supervision Service of the Bank of Lithuania, under which it has been obliged
to publish a notice containing the following information: 

“4. To oblige AB Agrowill Group to immediately publish a notice of a material
event, i.e. the present decision adopted by the Director of the Supervision
Service of the Bank of Lithuania, by indicating therein: 

4.1. that by the decision of the Director of the Supervision Service of the
Bank of Lithuania AB Agrowill Group was given a warning for violating Article
21 of the Law on Securities; 

4.2. that the financial statements of AB Agrowill Group for 2014 do not comply
with the requirements of IAS 1 Presentation of Financial Statements, IAS 36
Impairment of Assets and IFRS 3 Business Combinations and the qualitative
characteristic of reliability of financial reporting established in the
Framework for the Preparation and Presentation of Financial Statements; 

4.3. that the fair value of the in-kind contribution used to pay for a part of
the authorised capital of AB Agrowill Group is unjustified; therefore, the sum
of nominal values of the shares of AB Agrowill Group paid for by the in-kind
contribution, i.e. the shares of UAB eTime Invest, may exceed the value of the
in-kind contribution, i.e. the stake in UAB eTime Invest, therefore, a portion
of the shares of AB Agrowill Group may be unpaid for, thus inflicting
unjustified damage to the Company and violating the property and non-property
rights of its shareholders; 

4.4. the assessment of the impact thereof on the financial standing and
financial results of AB Agrowill Group and the Group as of 31 December 2014; 

4.5. the date when the financial statements will be retrospectively restated to
reflect the error correction and announced publicly.” 



Taking due account of the aforesaid, the Company hereby publishes this material
event notice. 

With a view to provide full information about the current situation in
connection with the aforementioned Decision and obligation, the Company would
like to point out the following: 

1. The Company has serious legal doubts about aforementioned decision and
intends to analyse it with legal advisers and will consider its statutory right
to appeal against it to the court; 

2. At the time of increasing the Company’s authorised capital, Vretola Holdings
Limited, the shareholder of the Company, subscribed to 14,151,252 new shares
(the aggregate price of the issue amounted to LTL 14,151,252 (EUR 4.098.486)
and paid for them by a 100% stake in UAB eTime Invest, composed of 6,856,500
ordinary registered shares with the par value of LTL 1 (EUR 0,29) each. When
assessing the current situation from the Company’s position, it is important to
emphasise that the stake in UAB eTime Invest was evaluated at LTL 16.7 million
(EUR 4,836 million), which exceeded the price of the issue of the Company’s new
shares by LTL 2.55 million (EUR 0,738 million). 

3. As one of the Company’s priorities is to ensure that financial information
provided to investors is as transparent as possible, the Company will make
every effort to resolve the current matter as quickly as possible. The Company
will seek to adjust the property valuation report retrospectively in the
immediate future in order to dispel doubts about the value of the shares of UAB
eTime Invest in the currently valuation report. 

4. No impact on the financial standing and financial results of AB Agrowill
Group and the Group as of 31 December 2014 will take place. The financial
statements of AB Agrowill Group and the Group as of 31 December 2014 (and
later) already include decreased down to appr. LTL 1 million (EUR 0,289
million) value of Crimea assets held by UAB eTime Invest. 



To meet the criteria of transparency and access to information, where
necessary, the Company will inform about its subsequent actions in connection
with the decision of the Supervision Service of the Bank of Lithuania. 




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