Press release
St Helier, Jersey
May 4, 2010
NOTICE OF ANNUAL GENERAL MEETING IN BLACK EARTH FARMING LTD
Notice is hereby given to the holders of Swedish Depository Receipts in respect
of shares in Black Earth Farming Ltd (the ”Company”) that an Annual General
Meeting of shareholders shall be held on Wednesday 26 May 2010 at 2:00 pm CET at
the Summit Conference center (Conference room Razorfish), Grev Turegatan 30 in
Stockholm, Sweden.
Notice to attend etc.
Holders of Swedish Depository Receipts wishing to attend the Annual General
Meeting shall:
(1)be listed in the register of holders of depository receipts kept by
Euroclear Sweden AB on Thursday 20 May 2010; and
(2)notify the Company of the intention to attend the General Meeting not later
than Monday 24 May 2010 at 1:00 pm by mail at the address Annual General
Meeting, Black Earth Farming Ltd, PO Box 781, 8 Church Street, St Helier,
Jersey JE4 0SG Channel Islands, by telephone +46 (0)771 24 64 00, by fax
+46(0)8 588 04 201 or by e-mail to agm@blackearthfarming.com. The holder of the
Swedish Depository Receipts shall state his name, personal or company
identification number, address as well as telephone number. If a holder of
Swedish Depository Receipts intends to be represented by proxy, the name of the
proxy holder shall be stated. For holders of Swedish Depository Receipts who
will be represented by a proxy at the Meeting, a proxy form will be made
available at the Company's website on www.blackearthfarming.com.
Holders of Swedish Depository Receipts which hold their receipts through
nominees (Sw. förvaltare) must request a temporary registration of the voting
rights in order to be able to participate at the General Meeting. Holders of
Swedish Depository Receipts that want to obtain such registration must contact
the nominee regarding this well in advance of Thursday 20 May 2010.
Voting forms (Sw. röstkort) will be distributed to the holders that have
complied with the above requirements and the voting form must be brought to the
Annual General Meeting.
Proposed agenda
1.Election of Chairman for the Meeting.
2.Preparation and approval of voting list.
3.Approval of the agenda.
4.Election of one or two persons to check and sign the minutes.
5.Resolution that the Meeting has been duly convened.
6.Presentation by the Managing Director.
7.Presentation of the annual report and the auditor's report as well as the
consolidated annual report and the consolidated auditor's report.
8.Resolution in respect of
(a)the adoption of the profit and loss account and the balance sheet as well as
the consolidated profit and loss account and the consolidated balance sheet; and
(b)the appropriation of the Company's results according to the adopted balance
sheet.
9.Determination of the number of Directors and auditors.
10.Determination of remuneration to the Directors and the auditors.
11.Election of Directors and auditors.
12.Resolution to appoint the Nomination Committee.
13.Resolution regarding remuneration principles for the senior management.
14.Closing of the Meeting.
Chairman for the Meeting (item 1)
The Nomination Committee proposes that Per Nyberg is elected as Chairman for the
Meeting.
The appropriation of the Company's results (item 8b)
The Board of Directors proposes that no dividend shall be paid for the financial
period 2009.
Election of Directors and auditors etc. (items 9-11)
The Nomination Committee proposes that the Board shall consist of seven
Directors. The Nomination Committee proposes, for the period until the end of
the next Annual General Meeting, the re-election of Per Brilioth, Alex Gersh,
Sture Gustavsson and Henrik Persson, and the election of Poul Schrøder, Magnus
Unger and Richard Warburton as new Directors. Current Directors Vladimir
Averchev and Paul Wojciechowski have declined re-election. Further, it is
proposed that the Meeting shall appoint Per Brilioth as Chairman of the Board.
Based on the above proposed composition of the Board, the Nomination Committee
proposes a total Board remuneration (including remuneration for the work within
the committees of the Board of Directors) of EUR 240,000, allocated as follows:
each Director who is not employed by the Company shall receive EUR 30,000, other
than the Chairman of the Agricultural Committee and the Audit Committee, who
shall each receive EUR 60,000.
Finally, the Nomination Committee proposes that Deloitte is elected as auditor
of the Company until the end of the next Annual General Meeting and remunerated
upon approval of their invoice.
Nomination Committee (item 12)
For the purposes of the Annual General Meeting in 2011, the Board of Directors
proposes that a Nomination Committee shall be established consisting of
representatives from the three largest shareholders in the Company. The
ownership shall be based on the shareholding statistics from the Swedish central
securities depository Euroclear Sweden AB as per the last business day in August
2010. The members of the Nomination Committee shall be announced as soon as they
have been appointed, which shall take place no later than six months prior to
the Annual General Meeting in 2011. In case of a material change in ownership
prior to completion of the work to be performed by the Nomination Committee, it
shall be possible to change the composition of the Nomination Committee. The
Nomination Committee's mandate period extends up to the appointment of a new
Nomination Committee. The Nomination Committee shall appoint a Chairman among
themselves. If the representatives cannot agree upon appointment of Chairman,
the representative representing the shareholder with the largest number of votes
shall be appointed as Chairman. The Nomination Committee shall prepare proposals
for the following resolutions at the Annual General Meeting in 2011: (i)
election of the Chairman for the Meeting, (ii) election of Directors, (iii)
election of the Chairman of the Board of Directors, (iv) remuneration to the
Directors, (v) election of the Company's auditors and (vi) compensation to the
Company's auditors, and (vii) proposal for how to conduct the nomination process
for the Annual General Meeting in 2012.
Remuneration principles for the senior management (item 13)
The Board of Directors proposes that the General Meeting resolves to approve the
following management remuneration principles etc. The remuneration to the
Managing Director and other members of the senior management shall consist of
fixed salary, variable remuneration and other benefits. The total remuneration
shall correspond to the prevailing market conditions and be competitive. The
fixed and variable remuneration shall correspond to the respective individual's
responsibility and authority. There is, in general, a mutual two months' period
of notice of termination of employment between the senior executives and the
Company during which period the senior executives shall remain in their position
and thereafter the senior executives are entitled to receive monthly salary
during two additional months. However, the Company can agree with a senior
executive that he or she should immediately leave his or her position with a
compensation corresponding to three months salary.
Miscellaneous
The annual accounts and the auditors' report are available at the Company's
office at 8 Church Street, St Helier, Jersey JE4 0SG Channel Islands and at its
website www.blackearthfarming.com.
4 May 2010
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| E. ÖHMAN J:OR FONDKOMMISSION AB | BOARD OF DIRECTORS OF |
| | BLACK EARTH FARMING LTD |
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For additional information, please contact:
Gustav Wetterling, IR Director, Black Earth Farming Ltd., tel: +44 207 117 81 00
Notes to Editor:
Black Earth Farming Ltd. is a leading farming company, publicly listed in
Stockholm and operating in Russia. It acquires, develops and farms agricultural
land assets primarily in the fertile Black Earth region in southwest Russia.
Black Earth Farming has gained a strong market position in the Kursk, Tambov,
Lipetsk, Samara, Voronezh and Ryazan areas, controlling some 330,000 hectares of
what perhaps is the world's most fertile soil.
In 2008 Black Earth Farming harvested 141,900 hectares and in 2009 it has
harvested over 183,000 hectares, effectively making it one of the world's
largest farming companies by planted area. The Company's main products are
wheat, barley, corn, sunflowers and rape seeds.
Corporate website: www.blackearthfarming.com
