On the initiative and by the decision of the Board of Agrowill Group, AB (company code 126264360, registered address Smolensko st. 10, Vilnius, hereinafter – the Company) the extraordinary general meeting of shareholders of the Company is being convened on 13 March 2014 at 10 a.m.
The meeting will be held in the conference room at the hotel “Amberton”, address L. Stuokos–Gucevi?iaus st. 1, LT-01122 Vilnius.
The registration of the shareholders begins at 09.30 a.m.
Only those persons who will be shareholders of the Company at the close of the record date of the general meeting of shareholders may participate and vote at the general meeting of shareholders.
The record date of the meeting shall be 5 March 2014.
Agenda of the meeting:
1. Increase of the authorised capital of the Company with additional non-monetary contributions;
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;
3. Increase of the number of the Board members of the Company;
4. Revocation of the current Supervisory Council of the Company and election of the new members of the Supervisory Council;
5. Amendments to the Articles of Association of the Company and approval of the new wording of Articles of Association;
6. Admission of the new shares of the Company to trading on the regulated markets NASDAQ OMX Vilnius AB and on the Warsaw Stock Exchange and granting of authorisations to the Board of the Company to execute all the actions in connection therewith.
Shareholders of the Company shall have a right to participate and vote at the general meeting of shareholders personally or by power of attorney, or represented by the person with whom an agreement on the transfer of voting rights is concluded.
The total number of the Company’s shares of 1 litas par value each and the number of shares granting voting rights during the general meeting of shareholders is the same and amounts to 84,820,986. ISIN code of the Company’s shares is LT0000127466.
A person attending the general meeting of shareholders and having a voting right must provide a person’s identification document. A person who is not a shareholder must additionally provide a document confirming his/her right to vote at the general meeting of shareholders.
Each shareholder shall have a right in the manner established by the laws to authorise other (natural or legal) person to attend and vote at the general meeting of shareholders on his/her behalf. At the general meeting of shareholders an authorised person shall have the same rights as would be held by the shareholder represented by him/her, unless the authorized person’s rights are limited by the power of attorney or by laws. The authorized person must provide a power of attorney certified in the manner established by laws. A power of attorney issued in a foreign state must be translated into Lithuanian and legalised in the manner established by laws.
The Company does not establish special form of power of attorney.
Shareholder shall have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the meeting on shareholder’s behalf. Such authorization shall not be approved by the notary public. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail info@agrowill.lt no later than until the last business day before the meeting at 12.00 p.m. The power of attorney and notification shall be issued in writing. The power of attorney and notification to the Company shall be signed with the electronic signature but not the letter sent via e-mail. By submitting the notification to the Company the shareholder shall include the internet address from which it would be possible to download free of charge software to verify an electronic signature of the shareholder.
A shareholder or a person authorised by him/her shall have a right to vote in writing in advance by filling in the general ballot paper. Upon a shareholder’s request, the Company, not later than 10 days before the general meeting, shall send the general ballot paper by registered mail free of charge. The general ballot paper is also provided on the Company’s website at www.agrowill.lt . The filled-in general ballot paper and the document confirming the voting right (if any) must be submitted to the Company sending by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice and received by the Company not later than on the last business day until the meeting.
The Company is not providing the possibility to attend and vote at the general meeting of shareholders through electronic means of communication.
The shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the general meeting of shareholders. Draft decisions on the proposed issues shall be submitted together with the proposal or, if the decisions do not need to be approved, explanations on each proposed issue of the general meeting of shareholders shall be presented. Proposal to supplement the agenda must be presented to the Company sending them by registered mail or providing it against signature at the address of the registered office of the Company indicated in the notice. The agenda will be supplemented if the proposal is received not later than 14 days before the general meeting of shareholders.
Each shareholder holding shares that grant at least 1/20 of all votes at any time before the general meeting of shareholders or during the meeting shall have the right of proposing draft resolutions on the issues already included or to be included in the agenda of the general meeting of shareholders, as well as the additional candidates to the members of the Supervisory Council of the Company. The proposed draft decisions must be presented in writing sending them by registered mail or providing them against signature at the address of the registered office of the Company indicated in the notice.
The shareholders shall have the right to present questions related to the agenda issues of the general meeting of shareholders to the Company in advance in writing, by providing the shareholder’s personal identification number and consent to process personal data – personal identification number in the letter which should be sent to the Company by registered mail or delivered against signature. The Company undertakes to respond if the questions are received not later than 3 business days before the general meeting of shareholders. Responses of a general character shall be posted on the Company’s website www.agrowill.lt . The Company will not respond personally to the shareholder if the respective information is posted on the Company’s website.
The shareholders could get familiarised with the documents possessed by the Company related to the agenda of the meeting, including notification on convocation of the meeting, information about the total number of the Company’s shares and the number of shares granting voting rights during the general meeting of shareholders, draft resolutions, and other documents to be submitted to the general meeting of shareholders as well as to get information regarding execution of the shareholders’ rights at Agrowill Group AB, at the address Smolensko st. 10, Vilnius, or on the Company’s website at www.agrowill.lt .
Enclosures:
1. Draft resolutions of the general meeting of shareholders.
2. General ballot paper of the general meeting of shareholders.
3. Notice of the Board to the general meeting of shareholders.
4. New wording of the Articles of Association.
Vladas Bagavi?ius Chairman of the Board +370 610 31807
