Agrowill Group - Notification on material event

Regarding the letter of the Supervision Service of the Bank of Lithuania and the conclusion of the Property Valuation Oversight Agency

Agrowill Group AB received a letter of the Supervision Service of the Bank of
Lithuania forwarding a conclusion of the Property Oversight Agency regarding
the compliance of the business valuation report prepared by UAB OBER-HAUS
nekilnojamas turtas on the valuation of the shares in UAB eTime invest and
applied valuation methods with the provisions of the Law on the Bases of
Property and Business Valuation of the Republic of Lithuania (hereinafter
referred to as Conclusion). The Property Valuation Oversight Agency provided a
conclusion that the said Report did not comply with few provisions of the Law
on the Bases of Property and Business Valuation of the Republic of Lithuania
and Property and Business Valuation Methodology. 

In its letter, the Supervision Service of the Bank of Lithuania advised the
Company to issue a notification on the related material event, regardless that
the situation with Conclusion is not finally settled yet. Taking this into
account, the Company published a notification on a material event. 



The Company reminds that its shareholder, Vretola Holdings Limited, during an
increase in the authorised capital, subscribed to 14.151.252 new shares (with
the total issue price of LTL 14.151.252) and paid for them by a 100%
shareholding in UAB eTime invest, which is comprised of 6.856.500 ordinary
registered shares at the par value of LTL 1. 

Looking from the Company's perspective, the real importance is behind the fact
that 100% shareholding in UAB eTime invest has been evaluated LTL 16.7 million,
which is LTL 2.55 million more than price  of subscribed shares of the Company. 



The Company also observes that:

1. In its Conclusion, the Property Valuation Oversight Agency did not specify
whether the business valuation report valuates the shares in UAB eTime invest
too high or too low. It is mentioned about few incompliancies of applied
evaluation methotolody. It is likely that even after use of indicated
evaluation methods the value of 100% shareholding in UAB eTime will remain
materially unchanged or would be changed by not more than LTL 2.55 million. 

2. In accordance with the Law on the Bases of Property and Business Valuation
of the Republic of Lithuania and case-law, a conclusion of the Property
Valuation Oversight Agency is not legally binding as long as a court has not
ruled otherwise and should therefore be treated only as an opinion of the
Property Valuation Oversight Agency. Whereas to the Company's knowledge, UAB
OBER-HAUS nekilnojamas turtas has challenged the conclusion of the Property
Valuation Oversight Agency and the dispute has not been resolved in court. 

Thus only after settlement of dispute it will be known whether the sum of the
nominal values of the shares which are paid for by the contribution in kind of
Vretola Holdings Limited should be valued additionally and, on reasonable
grounds, adjusted. 



Regardless of the above-mentioned aspects regarding the validity of the
conclusion of the Property Valuation Oversight Agency, the Company has no
grounds to doubt the competence and decisions of property valuator UAB
OBER-HAUS nekilnojamas turtas. 



According to the standards of transparency and information disclosure, the
Company will inform on results of settlement of current situation and, on
reasonable grounds, on taken actions. 




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