NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN AGROKULTURA AB (PUBL)
The shareholders in Agrokultura AB (publ), reg. no. 556710-3915, are hereby given notice to attend the extraordinary general meeting at 10.00 (CET) on Monday 10 November at Hannes Snellman Attorneys, Kungsträdgårdsgatan 20, Stockholm.
Shareholders wishing to participate at the meeting must be entered as owners in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday 4 November 2014; and notify the company of their attendance and any assistant no later than is Tuesday 4 November 2014. Notification can be made via letter to Agrokultura AB, ”Extra bolagsstämma”, Artillerigatan 6, SE-114 51 Stockholm, Sweden or by e-mail to email@example.com.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.
NOMINEE REGISTERED 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 at the meeting. The shareholder must inform the nominee well in advance of Tuesday 4 November 2014, at which time the register entry must have been made.
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website www.agrokultura.com. The original version of the power of attorney shall also be presented at the meeting.
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
6. Determination whether the meeting has been duly convened
7. Resolution on remuneration to the board of directors
8. Resolution on the number of board members and election of new directors to the board of the company
9. Closing of the meeting
STEENORD CORP.’S PROPOSALS
The meeting has been convened on a request by the company’s largest shareholder Steenord Corp.
Item 7 - Resolution on remuneration to the board of directors
The company’s largest shareholder, Steenord Corp., proposes that the meeting resolves on remuneration to the board of directors as follows.
At the annual general meeting 2014, it was resolved that the chairman is entitled to SEK 960,000, and the other directors are entitled to SEK 130,000 each. Moreover, SEK 250,000 was to be paid to the chairman of the audit committee and SEK 50,000 to the other member of the audit committee.
It is proposed that the remuneration to the board members will be adjusted as follows (the indicated amounts state the fees on an annual basis). The board remuneration for the time until the next annual general meeting will be SEK 552,000 to the chairman of the board, and SEK 276,000 to the other directors. In addition, the chairman of the audit committee is entitled to SEK 138,000. In total, this means a remuneration of SEK 1,518,000, which is a decrease compared to the remuneration resolved upon by the annual general meeting 2014.
The new remuneration levels state the fees on an annual basis, and board remuneration and remuneration for committee work for the time from the entering into force of the resolution under this item 7 until the annual general meeting 2015 will be paid in proportion to the term of office. Board remuneration and remuneration for committee work for the time from the annual general meeting 2014 to the entering into force of the resolution under this item 7 will be paid based on the remuneration levels resolved upon by the annual general meeting 2014, but in proportion to the term of office.
A director may invoice the director’s fee through own company provided that there are tax-related conditions for doing so and that it is cost-neutral for the company. If a director invoices the director’s fee through a company, the fee will be increased by an amount equal to statutory social security contributions.
Steenord Corp. expressly reserves the right to change its proposal on the remuneration to the board of directors.
Item 8 - Resolution on the number of board members and election of new directors to the board of the company
The company’s largest shareholder, Steenord Corp., proposes that the meeting resolves on election of new directors to the board as follows.
It is proposed that the board will consist of four directors for the time until the end of the next annual general meeting. Mr. Achim Lukas is elected as a new director and chairman of the board, and Mr. Werner Kuester is elected as a new director of the board, both with term of office up until the end of the next annual general meeting. It is noted that Sture Gustavsson and Niclas Eriksson will resign from the board and leave their seats for disposal in connection with the meeting. It is further noted that Mikael Nachemson and Simon Hallqvist shall remain as directors of the board in accordance with the election at the annual general meeting.
Steenord Corp. expressly reserves the right to change its proposal on the number of members of the board and/or the candidates for election to the board (including, without limitation, by replacing any of the candidates nominated by it and/or replacing existing board members, and/or adding new board members).
Mr. Lukas is a German citizen, and until December 2012, Mr. Lukas was the CEO of Prodimex Holding, one of the largest corporate farmers in Russia and a major participant in the sugar refining industry in Russia. He also has 15 years’ experience in senior management of Nordzucker AG, Europe’s second largest sugar manufacturer. Currently, Mr. Lukas works as consultant to Steenord. Mr. Lukas’ education consists of a diploma in National Economics.
Mr. Lukas does not own any shares in the company.
Mr. Kuester is a German citizen, and until December 2012, Mr. Kuester was a director of the board and head of the sugar division at Prodimex Holding (see above). Before that, Mr. Kuester had board and senior management positions in Nordzucker AG (see above) for a period of almost 10 years. In all, Mr. Kuester has more than 30 years’ experience in the sugar refining industry. Mr. Kuester’s education consists of a degree as engineer in food technology.
Mr. Kuester does not own any shares in the company.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares 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.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Shareholders are reminded of their right pursuant to Chapter 7 Section 32 of the Swedish Companies Act to request information from the board of directors and the chief financial officer regarding circumstances which may effect the assessment of an item on the agenda.
The Board of Directors
Stockholm in October 2014
Agrokultura AB (publ)
About Agrokultura AB (publ)
Agrokultura 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 Agrokultura are listed in Sweden on the Nasdaq OMX First North exchange under the ticker AGRA and the Group’s Certified Adviser is Remium Nordic AB.