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:
- 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;
- 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:
- Kęstutis Juščius
- Gediminas Žiemelis;
- Aurimas Sanikovas;
- Rimantas Rudzkis;
- 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:
- Updated general ballot paper of the general meeting of shareholders.
- Presentation of the candidates to the Supervisory Council.
Vladas Bagavičius
Chairman of the Board
+370 5 233 53 40
