NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN ALPCOT AGRO AB (PUBL)
The shareholders in Alpcot Agro AB (publ), company registration number 556710-3915, (the ”Company”), are hereby given notice to attend the Annual General Meeting at 10.00 a.m. on Thursday, 16 May 2013 at Advokatfirman Delphi’s premises on Regeringsgatan 30-32 in Stockholm, Sweden. Registration is open from 09.30 a.m.
Right to participate
Shareholders wishing to participate in the annual general meeting must:
- be entered in the shareholders′ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organization), on Friday 10 May 2013; and
- notify the Company of their attendance no later than 4.00 p.m. on Friday 10 May 2013.
Notification can be made by e-mail to info@alpcotagro.com or by mail to the Company at the following address: Alpcot Agro AB, “Annual general meeting”, Birger Jarlsgatan 32B, SE-114 29 Stockholm, Sweden. Notification must include full name, personal identification number or corporate registration number, address, daytime telephone number, shareholding, and, as applicable, information about representative, proxy and assistants (not more than two).
Personal data collected from the share register kept by Euroclear Sweden AB as well as notification of participation in the meeting and also information about proxy and assistants will be used for registration, preparation of the voting list for the meeting and, as applicable, minutes of the meeting.
Nominee shares
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 Friday 10 May 2013, at which time the register entry must have been made.
Proxy
Shareholders represented by proxy shall issue a written and dated power of attorney, signed by the shareholder. The original version of the power of attorney shall also be presented at the meeting. A power of attorney issued by a legal entity shall be accompanied by a certified copy of registration certificate for the legal entity or, if not applicable, similar authorization documents. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other authorization documents. Power of attorney forms will be kept available at the Company’s website www.alpcotagro.com and will be sent free of charge to shareholders who so request and state their postal address.
Information regarding number of shares and votes
The total number of shares and votes in the Company at the time of issuance of this notice is 139,008,658. The Company does not hold any of its own shares.
Proposed 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
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 possible deputy members
10. Determination of the fees payable to the board of directors and the auditor
11. Election of members of the board of directors and possible deputy members, election of the chairman of the board of directors and of auditor and possible deputy auditor
12. Resolution on principles for the appointment of a nominations committee
13. Resolution on the change of the articles of association (new Company name)
14. Closing of the meeting
The nomination committee’s proposed resolutions
The election committee, consisting of Simon Hallqvist (representing Hallqvist AB et al.), Niclas Eriksson (representing Vasastaden Holding et al.), Thomas Ehlin (representing Nordea fonder) and Björn Lindström (representing Schroders et. al.), proposes its resolutions regarding items 2 and 9-12.
Item 2 - Election of chairman of the meeting
Mr. Clas Romander, is proposed as chairman of the meeting.
Item 9 - Determination of the number of members of the board of directors and possible deputy members
The nominations committee proposes that the board of directors – until the end of the next annual general meeting – shall consist of six (6) ordinary members without deputy members.
Item 10 - Determination of the fees payable to the board of directors and the auditor
The nominations committee proposes that – until the end of the next Annual General Meeting – the total remuneration to be paid to the board of directors shall be SEK 2,200,000. SEK 1,200,000 shall be paid to the chairman of the board of directors and SEK 130,000 for each of the other ordinary members. SEK 350,000 shall be made available to be used as compensation for committee work of the board of directors, of which SEK 250,000 to the chairman of the audit committee and SEK 50 000 to the ordinary member of the audit committee and SEK 25,000 to each of the two members of the remuneration committee.
Remuneration to the auditor is proposed to be paid in accordance with approved invoices.
Remuneration to the chairman of the board of directors is explained by the fact that the chairman during the coming year will have this assignment as his main engagement and will act as working chairman on at least half-time basis. Remuneration to the chairman of the board of directors will be paid on a monthly basis.
For information the Company may approve that board remuneration is paid to a wholly-owned company of a board member according to invoices. Such method of payment shall only be used if approved by the Company and provided that the board member fulfills the formal requirements on such method of payment which shall not affect the cost of the Company. In case of such invoicing, the remuneration may be increased with an amount corresponding to the Company’s saving of social security costs.
Item 11 - Election of members of the board of directors and possible deputy members, election of the chairman of the board of directors and of auditor and possible deputy auditor
The nominations committee proposes re-election of Mr. Simon Hallqvist, Mr. Mikael Nachemson, Mr. Michael Rosenlew and Ms. Katre Saard. Mr. Niclas Eriksson and Mr. Sture Gustavsson are proposed for new-election. Mr. Mikael Nachemson is proposed as the chairman of the board.
Information about the proposed board members work experience, main current occupations and other on-going engagements etc. is to be found at the Company’s website www.alpcotagro.com.
The nominations committee proposes to re-elect the auditing company Ernst & Young as auditor of the Group with the Chartered Accountant Mikael Ikonen as main responsible auditor.
Item 12 - Resolution on principles for the appointment of a nominations committee
The nominations committee proposes that the shareholders’ meeting adopts the same principles for the appointment of a nominations committee as last year and that these principles shall apply until a resolution on changes is made by the shareholders’ meeting. The nominations committee hence proposes that the shareholders’ meeting adopts the following principles for the appointment of a nominations committee : The Company shall have a nominations committee consisting of the chairman of the board of directors and four other members representing the Company's four largest owners by votes.
The chairman of the board of directors shall during the month of October contact the four largest directly registered and group registered shareholders according to the shareholders’ register kept by Euroclear Sweden AB as per 30 September and ask each of them to appoint a member of the nominations committee. When applying this principle group registered shareholders shall be considered as one owner if they are registered as such by Euroclear Sweden AB or if they have made public and at the same time, via the chairman of the board of directors, have announced to the Company that they have reached an agreement to take a long-term joint approach regarding the Company’s administration, through a coordinated exercise of voting rights, and have proved their ownership. If any of the shareholders waive the right to appoint a member to the nominations 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 not later than six months before the annual general meeting. The period of mandate for the nominations committee will last until a new nominations committee has been appointed. The nominations committee elects a chairman among its members. The chairman of the board of directors shall not be the chairman of the nominations committee. A member who leaves the nominations committee before its work is completed shall be replaced if the nominations committee finds it appropriate to replace the member. In case a shareholder represented by a member in the nominations committee essentially reduces its ownership in the Company, such member shall leave the nominations 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 nominations committee.
Members of the nominations committee shall not be remunerated for their work. The nominations committee may charge the Company for reasonable travel and work of investigation expenses.
The nominations 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 chairman and the other board members; (v) fees payable for committee work (if applicable); and (vi) election of and fess payable to the auditors and deputy auditors (if applicable). The nominations committee shall also submit a proposal for principles regarding the appointment of a new nominations committee. The nominations committee shall observe the directions and perform the duties as from time to time stated in the Swedish corporate governance code.
The board of directors’ proposed resolutions
Item 8 b – Resolution regarding allocation of the Company's result in accordance with the adopted balance sheet
The board of directors proposes that the Company’s accumulated losses and share premium account shall be carried forward and that no dividends shall be paid for the financial year 2012.
Item 13 – Resolution on the change of the articles of association (new Company name)
The board of directors proposes that the Annual General Meeting resolves to change the articles of association (§ 1), whereby the name of the Company is to be changed from ”Alpcot Agro AB” to “Agrokultura AB”. The managing director, or someone appointed by the managing director, is mandated to institute minor adjustments from the resolution by the Annual General Meeting if necessary in the registration process resulting from the resolution. For valid resolution in accordance of existing proposal, it must be approved by shareholders representing at least two thirds of the votes cast as well as the shares being represented at the Annual General Meeting.
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.
Documentation
The accounts, auditor’s reports and other documents to be dealt with at the annual general meeting will be kept available at the Company’s office no later than three weeks before the meeting. Copies of the documents will be sent free of charge to shareholders who so request and state their postal or email address. The documentation will at the same time be made available on the Company’s website www.alpcotagro.com. All the above mentioned documents will also be presented at the meeting.
Stockholm in April 2013
ALPCOT AGRO AB (publ)
The board of directors
For additional information, please contact:
Investor Relations: Tel: 46 8 463 3940
About Alpcot Agro AB (publ)
Alpcot Agro invests in farmland and produces agricultural commodities in Russia and Ukraine. The Group aims to generate an attractive return on invested capital by optimally utilizing its agricultural land bank through crop production, livestock and related operations. Shares in Alpcot Agro are listed in Sweden on the Nasdaq OMX First North exchange under the ticker ALPA and the Group’s Certified Adviser is Remium Nordic AB.