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 Thursday 26 March 2015 at Advokatfirman Lindahl, Mäster Samuelsgatan 20, Stockholm.

NOTICE

Shareholders wishing to participate in 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 Friday 20 March 2015, and notify the company of their attendance and any assistant no later than the same day (Friday 20 March 2015). Notification can be made via letter to Agrokultura AB, ”Extraordinary general meeting”, Artillerigatan 6, SE-114 51 Stockholm, Sweden or by e-mail to info@agrokultura.com.

Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representatives, proxies 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 Friday 20 March 2015, at which time the register entry must have been made.

PROXY

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.

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 verify 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. Resolution a) on change of company category from public limited liability company to private limited liability company and b) to amend the articles of association

10. Closing of the meeting

SALERMO S.A. AND MAGNA FINANCE INVESTMENTS LIMITED’S PROPOSALS

The meeting has been convened on a request by the company’s largest shareholders, Salermo S.A. and Magna Finance Investments Limited (previously Magna Investments Limited).

Item 7 - Resolution on remuneration to the board of directors

The company’s largest shareholders, Salermo S.A. and Magna Finance Investments Limited, propose that the meeting resolves on remuneration to the board of directors as follows.

At the extraordinary general meeting 10 November 2014, it was resolved that the chairman is entitled to SEK 552,000, and the other directors are entitled to SEK 276,000 each. Moreover, SEK 138,000 was to be paid to the chairman 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 80,000 to each of the other directors. If the general meeting resolves in accordance with the proposal under item 8, the total remuneration will amount to SEK 712,000, which is a decrease compared to the remuneration resolved upon by the extraordinary meeting on 10 November 2014.

The new remuneration levels state the fees on an annual basis, and board remuneration 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 extraordinary general meeting on 10 November 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 extraordinary general meeting on 10 November 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.

Item 8 - Resolution on the number of board members and election of new directors to the board of the company

The company’s largest shareholders, Salermo S.A. and Magna Finance Investments Limited, propose that the meeting resolves on election of new directors to the board as follows.

It is proposed that the board will consist of three directors for the time until the end of the next annual general meeting. Mr. Vladimir Kuznetsov is elected as a new director of the board until the end of the next annual general meeting. It is noted that Werner Kuester and Simon Hallqvist will resign from the board and leave their seats for disposal in connection with the meeting. It is further noted that Klaus John shall remain as director of the board and that Achim Lukas shall remain as director and chairman of the board in accordance with the election at the extraordinary general meeting on 10 November 2014.

Vladimir Kuznetsov

Mr. Kuznetsov is a Russian citizen and from April 2001 to May 2009, Mr. Kuznetsov was the Deputy General Director of the Finance Department of Prodimex Holding, one of the largest corporate farmers in Russia and a major participant in the sugar refining industry in Russia. Since May 2009, Mr. Kuznetsov is the Financial Director of Art Pro LTD, an independent consulting company. Mr. Kuznetsov has a legal and a financial degree.

Mr. Kuznetsov does not own any shares in the company.

Item 9 - Resolution a) on change of company category from public limited liability company to private limited liability company and b) to amend the articles of association

a)

The company’s largest shareholders, Salermo S.A. and Magna Finance Investments Limited, propose that the general meeting resolves to change company category from public limited liability company to private limited liability company. The resolution requires that the company’s articles of association are amended.

A resolution in accordance with the proposal is valid only if supported by all shareholders represented at the general meeting holding at least nine-tenths of all the shares in the company.

The resolution shall be conditioned upon the general meeting’s resolution to amend the articles of association in accordance with the proposal (Item 9 b).

b)

The company’s largest shareholders, Salermo S.A. and Magna Finance Investments Limited, propose that the general meeting resolves to amend the articles of association by removing “The company is a public limited liability company.” in Section 1 of the articles of association and section 8 in the articles of association regarding notice to attend a general meeting shall be amended as follows.

“Notice to attend a general meeting shall be issued by mail to the shareholders. The Board of Directors may before a general meeting resolve that the shareholders are entitled to vote per mail.

Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than two weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.”

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

146,263,128. 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 CEO regarding circumstances which may affect the assessment of an item on the agenda.

The Board of Directors

Stockholm in February 2015

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.

About Us

Alpcot Agro is a Swedish limited liability company and was incorporated in 2006. The company's prime objective is to generate an attractive total return on invested capital by acquiring and farming agricultural land in Russia and potentially in other CIS member states.