Agrowill Group AB - Notification on material event

Transaction on the merger of AB Agrowill Group with other companies was closed; the new Articles of Association of the company were registered

AB Agrowill Group (hereinafter, the Company) hereby informs that on 15 April
2014 the documents regarding closing of the transaction on merger of the
Company with other companies was signed according to the Framework Merger
Agreement, dated 14 February 2014 (hereinafter, the Agreement), as it is
foreseen in the Company's notification on material event of 20 February 2014. 

During the closing of the transaction under the Agreement inter alia the
following actions were executed: 

  1. The Company has signed with Baltic Champs Group, UAB the Share Subscription
     Agreement of new shares, being issued under the decisions of the
     extraordinary general meeting of shareholders of the Company, dated 13
     March 2014 (hereinafter, the New Shares), according to which Baltic Champs
     Group, UAB subscribed 88,444,014 New Shares (total issue price LTL
     88,444,014), as well as paid for them with 100% Baltic Champs, UAB block of
     shares, consisting of 629,100 ordinary registered shares LTL 100 par value
     each;
  2. The Company has signed with Vretola Holdings Limited the Share Subscription
     Agreement of New Shares, according to which Vretola Holdings Limited
     subscribed 14,151,252 New Shares (total issue price LTL 14,151,252), as
     well as paid for them with 100% UAB eTime invest block of shares,
     consisting of 6,856,500 ordinary registered shares LTL 1 par value each;
  3. Apart from subscription of the New Shares Baltic Champs Group, UAB
     additionally acquired from Vretola Holdings Limited a block of Company's
5,622,488 shares for a total price of LTL 5,622,488;
  4. Under the Share Sale-Purchase Agreement, concluded by the Company and
     Kęstutis Juščius, the Company has acquired from the seller 100% of shares
     of agricultural companies owned by him - UAB AGRO Ramučiai (legal entity
     code 302854479) and UAB Luganta (legal entity code 300045023). The total
     price of these shares is LTL 5,705,215, out of which LTL 356,867.45 will be
     paid for shares of UAB AGRO Ramučiai and LTL 5,348,347.55 - for shares of
     UAB Luganta;
  5. The Company has entered into the Shareholders' Agreement with Volemer
     Holdings Limited, Vretola Holdings Limited, UAB “Eastern Agro Holdings”,
     UAB Sauledra, Romualdas Antanas Petrošius, Aldona Petrošienė, Jurgis
     Petrošius, Marius Žutautas, Vladas Bagavičius, Domantas Savičius and Baltic
     Champs Group, UAB, which, in addition to the issues of the management of
     the Company, also establishes that after the closing of the merger
     transaction under the Agreement, the mandatory tender offer to buy the
     remaining voting shares of the Company will be submitted and implemented by
     the above-indicated current 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.

The Company further informs that on 15 April 2014 the Articles of Association
of the Company with the increased authorised capital to up to LTL 187,416,252
were registered with the Register of Legal Persons, and the Central Securities
Depository of Lithuania announced a stock event regarding registration of the
New Shares (102,595,266 units). Taking into consideration the aforementioned,
on 17 April 2014 the New Shares should be registered with the depository and
automatically introduced into trading on the Secondary List of AB NASDAQ OMX
Vilnius. 

The same procedures will follow with Polish National Depository for Securities
- KDPW and Warsaw Stock Exchange. 




         Vladas Bagavičius,
         Chairman of the Board
         tel. +370 233 5340

Attachments:

Articles of association Agrowill Group AB 2014 04 15.pdf

AB Agrowill Group istatai 2014 04 15.pdf