The nominations committee’s proposals to the AGM on 8 June


The nominations committee, consisting of Mr. Thomas Ramsay as chairman
(representing Finvestock and others), Mr. Simon Hallqvist (representing Muladi
BVBA and others), Mr. Björn Lindström (representing Alpcot Capital Management
and others), Mr. Thomas Ehlin (representing Nordea Investment Funds) and Mr.
Joakim Ollén (chairman of the board of directors of the Company), has proposed
the following resolutions.

Item 2 - Election of chairman of the meeting

The chairman of the board of directors, Mr. Joakim Ollén, 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 seven (7) 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 remuneration to be paid to the board of directors shall be
SEK 975,000. SEK 325,000 shall be paid to the chairman of the board of directors
and SEK 130,000 for each of the other ordinary members not employed by the
group. Ms. Katre Saard shall not be remunerated. Furthermore, SEK 200,000 shall
be made available to be used as compensation for committee work of the board of
directors. Remuneration to the auditor is proposed to be paid in accordance with
approved invoices.

As clear from the nominations committee’s proposal according to the next item on
the agenda, Mr. Fredrik Langenskiöld is proposed for re-election and as chairman
of the board of directors. The nominations committee proposes that the chairman
of the board of directors shall receive an additional compensation amounting to
not more than SEK 420,000 for work performed until the annual general meeting
2013. This because the first year as chairman is expected to entail an
extraordinary work contribution substantially in excess of the work normally
performed by a board member.

It shall also be mentioned that the Company may approve that fees shall be 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.

The nominations committee would also like to inform that Mr. Adam Oliver has an
operative consulting assignment for the Company for which he receives payment
according to current account. This agreement will continue to be in force
irrespective of whether Mr. Adam Oliver will be elected as a member of the board
of directors or not.

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. Sven Dahlin, Mr. Simon
Hallqvist and Mr. Fredrik Langenskiöld. Mr. Mikael Nachemson, Mr. Adam Oliver,
Mr. Michael Rosenlew and Ms. Katre Saard are proposed for new-election. Mr.
Fredrik Langenskiöld 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 elect the auditing company Ernst&Young as
auditor of the Group with the Chartered Accountant Mikael Ikonen as main
responsible auditor. Remuneration to the auditor is proposed to be paid in
accordance with approved invoice.

Item 12 - Resolution on principles for the appointment of a nominations
committee

The nominations committee 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.

Stockholm, 1 June 2012

The Election Committee

For additional information please contact:
Thomas Ramsay, Chairman of the Election Committee +46 706 573 380
About Alpcot Agro AB (publ)
Alpcot Agro is a Swedish limited liability company incorporated in 2006. The
Company's business idea is to generate an attractive return on invested capital
by optimally utilizing the Company’s agricultural land bank through crop
production, dairy farming and other similar operations in Russia and the other
CIS states. The shares in Alpcot Agro are listed on First North under the ticker
ALPA and the Company’s Certified Adviser is Remium Nordic AB. Additional
information is available on www.alpcotagro.com.

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