Notice to attend the annual general meeting in Alpcot Agro AB (publ) on 18 May 2011
The shareholders in Alpcot Agro AB (publ) (the ”Company”) are hereby given notice to attend the annual general meeting at 4.00 p.m. (CET) on 18 May 2011 at Advokatfirman Delphi’s premises on Regeringsgatan 30-32 in Stockholm, Sweden.
Shareholders wishing to participate in the meeting must be entered in the shareholders’ register kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organization), on the record day which is 12 May 2011 and notify the Company of their attendance no later than 4.00 p.m. (CET) on 12 May 2011. Notification can be made by e-mail to firstname.lastname@example.org or by mail to the Company at the following address: Alpcot Agro AB, Birger Jarlsgatan 32B, SE-114 29 Stockholm, Sweden.
Notification shall include name, personal identification number or corporate registration number, address, telephone number, number of shares, and, as applicable, information about any assistants. The notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s web site at www.alpcotagro.com.
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate in the meeting. The shareholder must inform the nominee well in advance of 12 May 2011, at which time the register entry must have been made.
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to attest the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual report and auditor's report as well as of the consolidated accounts and the auditor's report for the group
8. Resolutions regarding:
a) approval of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet,
b) allocation of the Company's result in accordance with the adopted balance sheet, and
c) discharge from liability for the members of the board of directors and the managing director.
9. Determination of the number of members of the board of directors and the number of auditors
10. Determination of the fees payable to the board of directors and the auditors
11. Election of members of the board of directors and of the chairman of the board of directors and of auditors
12. Resolution on principles for the appointment of a nomination committee
13. Closing of the meeting
The nomination committee proposes Joakim Ollén as chairman of the meeting.
The board of directors proposes that the Company's accrued losses and premium fund are brought forward in new account and that no dividend shall be made for the financial year.
The nomination committee will present its proposed resolutions under items 9-11 on the proposed agenda no later than three weeks before the meeting.
The nomination committee proposes that the meeting adopts the following principles for the appointment of a nomination committee: The Company shall have a nomination committee consisting of the chairman of the board of directors and four other members representing the Company's four largest owners by votes. The largest owners by vote as presented (in groups of owners) in the shareholders’ register kept by Euroclear Sweden AB on 30 September 2011 will be contacted. A shareholder who is not duly entered in the shareholders’ register and who whishes to be represented in the nomination committee shall report this to the chairman of the board of directors and also be able to verify the ownership. The chairman of the board of directors shall, as soon as possible after the end of September, contact the four largest shareholders in accordance with the above and ask each of them to appoint a member of the nomination committee. If any of the shareholders waive their right to appoint a member to the nomination committee, the next shareholder in turn due to holding shall be presented with the opportunity to appoint a member. The names of the representatives, as well as of the shareholders that they represent, shall be made public no later than six months before the annual general meeting. The period of mandate for the nomination committee will last until a new nomination committee has been appointed. The nomination committee elects a chairman among its members. The chairman of the board of directors shall not be the chairman of the nomination committee. A member who leaves the nomination committee before its work is completed shall be replaced, if the nomination committee finds it appropriate to replace the member. In case a shareholder represented by a member in the nomination committee essentially reduces its ownership in the Company, such member shall leave the nomination committee and the committee shall offer the next shareholder in turn due to holdings who have not already appointed a member the right to appoint a new member to the nomination committee. Members of the nomination committee shall not be remunerated for their work. The nomination committee may charge the Company for reasonable travel and work of investigation expenses.
The nomination committee shall submit proposals to the annual general meeting for decisions regarding: (i) election of the chairman of the meeting; (ii) the number of board members and auditors; (iii) election of the chairman and other members of the board; (iv) fees payable to the board, divided between the chairman and other members of the board; (v) fees payable for committee work (if applicable); and (vi) election of and fess payable to the auditors and deputy auditors (if applicable). The nomination committee shall also submit a proposal for principles regarding the election of a new nomination committee.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen) the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
The accounts, auditor’s reports and other proposals to be dealt with at the annual general meeting will be made available on the Company’s website at www.alpcotagro.com and will be kept available at the Company’s office on Birger Jarlsgatan 32B in Stockholm, Sweden, no later than three weeks before the meeting. Copies of the documents will be sent to shareholders who so request and state their e-mail address or postal address. All the above mentioned documents will also be presented at the meeting.
Stockholm in April 2011
The board of directors
For additional information, please contact:
Investor Relations: Tel: +46 8 463 3941
About Alpcot Agro AB (publ)
Alpcot Agro is a Swedish limited liability company incorporated in 2006. The Company's business idea is to generate an attractive return on invested capital by optimally utilizing the Company’s agricultural land bank through crop production, dairy farming and other similar operations in Russia and the other CIS states. The shares in Alpcot Agro are listed on First North under the ticker ALPA and the Company’s Certified Adviser is Remium. Additional information is available on www.alpcotagro.com.