Draft resolutions of the extraordinary Meeting of Agrowill Group AB shareholders (company code 126264360, registered address: Smolensko st. 10, Vilnius) which will take place on March 5, 2009. „1. To elect close stock company „Pricewaterhouse Coopers“ as an audit firm to perform audit of the annual financial statements of the Company for the year 2008. Maximum payable fee should not exceed 160 thousand LTL. 2. To increase the share capital of Agrowill Group AB through an issue of 27,687,746 (twenty-seven million six hundred eighty-seven thousand seven hundred forty-six) ordinary registered shares of the Company, with the nominal value of 1 (one) Litas, the aggregate nominal value of those shares being 27,687,746 (twenty-seven million six hundred eighty-seven thousand seven hundred forty-six) Litas; to combine this new share issue with the issue that bears VP ISIN code LT0000127466. The minimum issue price of the 27,687,746 ordinary registered shares of the Company will be 41,531,619 (forty-one million five hundred thirty-one thousand six hundred nineteen) Litas, i.e. the minimum issue price of one share will be LTL 1.50 (one Litas and 50 ct.). The Board of the Company will be obligated to set the final issue price of the new shares, which may not be lower than the minimum issue price of one share, or LTL 1.50 (i.e. the minimum issue price of the new 27,687,746 ordinary registered shares of the Company is 41,531,619 (forty-one million five hundred thirty-one thousand six hundred nineteen) Litas). The Board of the Company will be assisted in negotiations with potential investors by the consultancy GILD Bankers UAB. Payment for the new issue of shares will be by cash contributions. Other terms of the share issue (time limits for the placement of shares, the procedure of payment of the issue price, etc.), not covered by the decisions of the general meeting of shareholders, will be defined by the Board of the Company. If during the defined period not all shares of the new issue are subscribed, the share capital will be increased by the aggregate nominal value of shares subscribed. Based on this decision, the Board of the Company will amend the amount of the share capital and the number of share in the Articles of Association appropriately, and will provide the amended Articles of Association to the manager of the Commercial Register. The period within which any shareholder may, exercising his pre-emption right, acquire shares will be 14 days from the date of publication by the manager of the Commercial Register. To obligate the chief executive officer of the Company to submit, on behalf of the Company and under the established procedure, the decision of the general meeting of shareholders for registration with the Commercial Register of the Republic of Lithuania, to sign the Share Subscription Agreements and to take all other actions to duly implement the resolutions of this extraordinary general meeting of shareholders. 3. To issue 50,000,000 (fifty million) convertible bonds (debentures) of Agrowill Group AB, convertible into shares. The nominal value of one issued convertible debenture will be LTL 1 (one Litas). The Board of the Company will be obligated to set the final issue price of the convertible debentures. The convertible debentures may be converted into the ordinary registered shares of Agrowill Group AB of the nominal value of LTL 1 (one Litas). The maximum number of shares into which the convertible debentures could be converted will be 33,333,334 (thirty-three million three hundred thirty-three thousand three hundred thirty-four) ordinary registered shares. Ordinary registered shares of Agrowill Group AB will grant the following pecuniary and non-pecuniary rights to their owners. The shareholders will have the following pecuniary rights: • to receive a part of the Company's profit (dividend); • to receive the Company's funds when the share capital is being reduced with a view of to paying out the Company's funds to the shareholders; • to receive a part of assets of the Company in liquidation; • to receive shares of the Company without payment if the Company's share capital is increased out of the Company's funds, except in cases specified in the Law on Companies of the Republic of Lithuania; • to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in cases when the general meeting of shareholders decides to withdraw the pre-emption right for all the shareholders under the procedure laid down in the Law on Companies of the Republic of Lithuania; • to transfer all or a part of shares to other persons under the procedure laid down in these Articles of Association and legislation of the Republic of Lithuania. Shareholders will have the right only to transfer fully paid shares to other persons; • to make loans to the Company in the manner and under the procedure prescribed by legislation of the Republic of Lithuania; however, when borrowing from its shareholders, the Company may not pledge its assets to the shareholders. When the Company borrows from a shareholder, interest may not be higher than the average interest rate offered by commercial banks of the location where the lender has his place of residence or business, which was in effect on the date of the loan agreement. In this case the Company and the shareholders will be prohibited from negotiating a higher interest rate; • other pecuniary rights established by legislation and the Articles of Association. The shareholders will have the following non-pecuniary rights: • to attend the general meeting of shareholders with a casting vote and to vote therein according to the voting rights carried by their shares; • to receive information on the Company specified in the Law on Companies of the Republic of Lithuania; • to file a claim with the court for reparation of damage to the Company resulting from nonfeasance or malfeasance by the Company manager and Board members of their obligations prescribed by legislation of the Republic of Lithuania and these Articles of Association, as well as in other cases laid down in legislation of the Republic of Lithuania; • other non-pecuniary rights established by legislation and the Articles of Association. The rate at which the convertible debentures are converted into ordinary registered shares will be 1.5 : 1, i.e. 1.5 (one and a half) convertible debentures will be converted into 1 (one) ordinary registered share. The period within which the convertible debentures will be converted into shares: persons who acquire convertible debentures and wish to have them converted into shares will, on 1 to 4 February 2011, submit an appropriate application to the Company. Upon failure to submit an application within the said period, the convertible debentures will be redeemed within the set time limit and will not be converted into ordinary registered shares. The date of redemption of the debentures will be 7 March 2011. Interest and procedure of its payment: annual interest of 12 pct will be paid on a convertible debenture. Persons who do not state their wish to have the debentures converted into shares will be paid the redemption amount and accrued interest on the date of redemption of the convertible debentures. Persons who state their wish to have the debentures converted into shares, on the date of redemption, will have the due number of shares applied to their personal accounts of securities and will be paid accrued interest. The period within which any shareholder may, exercising his pre-emption right, acquire convertible debentures will be 14 days from the date of publication by the manager of the Commercial Register. “ The documents possessed by the Company related to the agenda of the Meeting, including draft resolutions, are available at the headquarters of Agrowill Group AB, Smolensko st. 10, Vilnius, Lithuania . Domantas Savičius CFO (8-5) 233 53 40
Draft resolutions of the extraordinary shareholders meeting of „Agrowill Group“
| Source: AUGA group