Notice of annual general meeting in Alpcot Agro (publ) 17 May 2010

Report this content

The shareholders of Alpcot Agro AB (publ) (the ”Company”) are hereby invited to the annual general meeting on Monday 17 May 2010 at 16.00 pm (CET) at the law firm Delphi, 30-32 Regeringsgatan, Stockholm.

ATTENDANCE AT THE MEETING Shareholders wishing to attend the meeting shall be recorded in the share register maintained by Euroclear Sweden AB no later than 10 May 2010, and notify of their intention to attend no later than Wednesday 12 May 2010 at 4.00 pm (CET). The notice shall be sent either by e-mail to info@alpcotagro.com or by mail to the Company at the following address: Alpcot Agro, c/o Advokatfirman Delphi, Att: Annika Labbate, Box 1432, 111 84 Stockholm The notice of attendance shall include name, personal or corporate registration number, address, telephone number, number of shares held along with information of any representatives or counsels. If attendance is taking place through power of attorney, this should together with certificate of registration and other proof of authority be sent in connection with the notice of attendance at the meeting. Shareholders whose shares are registered in the name of a nominee must temporarily register the shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the meeting. Shareholders wishing to re-register their shares must notify the nominee well in advance of 10 May 2010. PROPOSAL FOR AGENDA 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 for the meeting 5. Election of one or two persons to, besides the chairman, approve the minutes of the meeting 6. Decision as to whether the meeting has been duly convened 7. Presentation of the annual report and auditor's report as well as the group accounts and the auditor's report for the group 8. Resolutions regarding: a) approval of the profit and loss account, balance sheet, the consolidated profit and loss account and consolidated balance sheet b) allocation of the Company's result as set forth in the adopted balance sheet, and c) discharge of liability for members of the board of directors and the managing director. 9. Determination of the number of members of the board of directors and, if applicable, deputies 10. Resolution on remuneration of the board of directors and auditor 11. Election of members of the board of directors and, if applicable, deputies 12. Resolution regarding authorization for the board of directors to issue shares, convertibles and/or warrants 13. Resolution regarding directed issue and transfer of warrants 14. Resolution regarding approval of incentive program and resolution regarding directed issue and transfer of warrants 15. Resolution regarding principles for appointment of the election committee 16. Closing of the meeting PROPOSAL FOR RESOLUTION Item 2 Joakim Ollén is proposed as chairman of the meeting. Item 8b The board of directors proposes that the Company's accrued losses and premium fund are brought forward into a new balance and that no dividend shall be made for the financial year. Item 9-11 The election committee has presented the following proposals for resolution; that the board of directors, for the time until the next annual general meeting, consists of four (4) regular members and no deputies and re-election of Joakim Ollén (as chairman of the board), Sven Dahlin, Catharina Lagerstam and Otto Ramel. The election committee proposes that the remuneration to the board of directors for the next mandate period would amount to SEK 495,000, of which SEK 225,000 to the chairman of the board and SEK 90,000 to each and everyone of the other directors that are not employed within the Company group. Remuneration to the auditor is proposed to be paid in accordance with approved invoice. Item 12 The board of directors proposes the meeting to authorise the board of directors to, for the time until the next annual general meeting, with or without derogation from shareholders' pre-emption right, on one or more occasions, decide upon issue of shares, convertibles and/or warrants. Payment may be made through contribution, set-off or otherwise be conditional. The Company's share capital can thereby increase by a maximum of SEK 100,000,000, corresponding to 20,000,000 new shares, which equals a dilution by approximately 28.7 per cent of the Company's share capital and total number of votes. The dilution has been calculated as the number of shares and votes that can be issued divided with the total number of shares and votes after such issue. Derogation from the shareholders’ pre-emption right shall be made to enable company acquisitions, expedite the Company's expansion and, if needed, strengthen the Company's financial position, and to remunerate for provided management services. The subscription price shall at all times be as close to the stock's market value as possible with any customary subscribers' discount. Item 13 In November 2006 the Company entered into a management agreement with Alpcot Capital Management Ltd. (”ACM”). According to the management agreement, ACM shall act as the group’s investment adviser and is also implementing investment decisions. According to the management agreement ACM is entitled to an annual compensation (”management fee”) for its services and a so called ”performance fee” based on the increase in value of the group as of 31 January 2012. The Company signed an addition to the management agreement in September 2009, according to which ACM is offering, in line with two alternatives, to give up both accrued and already due management fees and part of future management fees (until 2014) and all potential performance fee in return for ACM receiving warrants in the Company. A proposal regarding resolution from the board of directors is not yet available. The board will present a complete proposal, which will be made public and made available to the shareholders no later than two weeks before the annual general meeting. Item 14 The Company has on 12 October 2009 hired Vladimir Primak as deputy managing director. The board of directors has committed itself in the employment contract to propose to the shareholders’ meeting to introduce an incentive program entailing a right for him to receive warrants in the Company. A proposal regarding resolution from the board of directors is not yet available. The board will present a complete proposal, which will be made public and made available to the shareholders no later than two weeks before the annual general meeting. Item 15 The election committee proposes that the meeting adopts the following principles for the appointment of the election committee: The Company shall have an election committee consisting of the chairman of the board and four other directors, each representing one of the Company's four largest owners by votes. The largest owners by vote based on the Company's record as provided by Euroclear Sweden AB regarding the registered shareholders (in groups of owners) as of 31 October 2010 will be contacted. Those shareholders who are not duly registered in the mentioned record, and who wish to be represented in the election committee, shall report this to the chairman of the board and also be able to verify the ownership. The chairman of the board shall, as soon as possible after the end of October, contact the four largest owners, as above, and ask each of them to appoint a member of the election committee. If any of the shareholders waive their right to appoint a member to the election committee the next shareholder in size 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 election committee appoints a chairman among its members, but the chairman of the board shall not be the chairman of the election committee. The period of mandate for the election committee will last until a new election committee has been appointed. If a member leaves the election committee before the members have agreed on a proposal, and if the election committee takes the view that there is a need to replace the member, the election committee shall appoint a new member. In case the shareholder represented by a member, essentially reduces its ownership in the Company the member shall leave the election committee and the committee shall offer the largest shareholder, who does not have a member in the election committee, to appoint a new member. There shall be no remuneration to the members of the committee. The election committee may charge the Company for reasonable travel and investigation expenses. The election committee shall leave proposals to the annual general meeting for: (i) the election of the chairman for the meeting; (ii) the number of board members; (iii) the election of the chairman of the board and other directors of the board; (iv) the remuneration to the board, divided between the chairman and the other directors of the board; (v) if applicable, remuneration for committee work; and (vi) election and remuneration of auditors and auditor deputies (if applicable). The election committee shall also provide a proposal for principles regarding the election of a new election committee. DOCUMENTS Accounting documentation and audit information relating to item 7-8 along with the board’s complete proposal to resolutions regarding items 12-14 will be held available at Advokatfirman Delphi, 30-32 Regeringsgatan, Stockholm no later than two weeks before the meeting. Copies of these documents will be sent upon request to shareholders who provide their postal address. The documents will also be made available on the Company's website, www.alpcotagro.com. All of the abovementioned documents will also be presented at the meeting. Stockholm, April 2010 The board of directors

Documents & Links