Draft resolutions of extraordinary shareholders meeting of „Agrowill Group“ which will take place October 22, 2010.

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 October 22, 2010: 

1. Regarding increase of share capital of the Company.
To increase the share capital of Agrowill Group AB from LTL 65.260.397 to LTL
68.762.424 by issuing 3.502.027  new ordinary registered shares with nominal
value of LTL 1 each. 

The issue price for 3.502.027 new shares is LTL 3.502.027, i.e. LTL 1 per
share. 

The payment for new shares will be done in cash contribution (extinction of an
obligation by a set-off).  Other conditions, not covered by decisions of the
shareholders meeting (such as issue timing, payment period and  etc.) will be
defined by the Board of the Company. 

2. Regarding the recall of priority right  to acquire the new share issue.

To recall the priority right of all shareholders to acquire the newly issued
3.502.027  ordinary registered shares of Agrowill Group AB, based on the Law of
Companies of the Republic of Lithuania article 20,  part 1, p. 13, and article
57, part. 5, p. 7. 

Reason for the recall is to grant the possibility to the investors - [will be
listed] - to make additional investment  in the Company's activities, and to
strengthen capital basis of the Company and institute possibilities to decrease
the level of the debt of the Company. 

3. Regarding granting priority rights to acquire the new share issue.

To grant priority right to [ will be listed] to acquire 3.502.027 new shares,
i.e. ordinary registered Agrowill Group AB shares with nominal value LTL 1 each
at issue price LTL 1 per share. 

4. Regarding amendments to By-laws

Considering the share capital increase to approve amendments to By-laws
(article 3.1 and 3.2) as follows: 
3.1. The authorized capital of the Company is 68.762.424 (sixty eight million
seven hundred sixty two thousand four hundred twenty four) Litas. 
3.2.  The authorized capital of the Company is divided into 68.762.424 (sixty
eight million seven hundred sixty two thousand four hundred twenty four)
ordinary registered Shares. Nominal value of one share is  1 (one) Litas. „ 

and to approve new wording of By-laws of the Company.

5. Regarding implementation of resolutions.

To authorize and commission Company‘s general director or any Member of the
Board, to submit resolutions of the Extraordinary shareholders meeting and new
wording of the By-laws of the Company to the Register of Legal Entities, to
sign new wording of the By-laws of the Company , the Shares issue agreements
and to take all other actions to ensure proper realization of resolutions of
this shareholders meeting. 

The all documents possessed by the Company related to the agenda of the
Meeting, , are available at the  headquarters of Agrowill Group AB, Smolensko
st. 10, Vilnius, Lithuania (tel. +370 5 233 53 40) and also available online at
www.agrowill.lt. 


Vladas Bagavičius
Chairman of the Board
+370 5 233 5340