Notice of extraordinary general meeting of shareholders in Alpcot Agro AB

Notice of extraordinary general meeting of shareholders in Alpcot Agro AB

The Board of Directors of Alpcot Agro AB (publ) (the “Company”) has resolved to
convene an extraordinary shareholders’ meeting (“EGM”) which will be held on 9
January 2012, in order to obtain approval of, inter alia, the acquisition of
Landkom International plc and a new issue of shares. Refer to the separate press
release of today and the press release of 20 December 2011.

The notice of the EGM is attached this press release and will be published on
the Company’s website today. The notice of the EGM will be published in the
Official Swedish Gazette (Post- och Inrikes Tidningar) and an announcement with
information that the notice has been issued will be published in Svenska
Dagbladet on Friday, 23 December 2011.

For additional information, please contact

Investor Relations +46 735 353 000

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

Notice of extraordinary general meeting of shareholders in Alpcot Agro AB

The shareholders of Alpcot Agro AB (publ) (“Alpcot Agro” or the “Company”) are
hereby invited to the extraordinary general meeting on Monday 9 January 2012 at
10 a.m. (CET) at the offices of Kilpatrick Townsend Advokatbyrå, Hovslagargatan
5 B in Stockholm. Registration for the meeting will commence at 9.30 a.m. (CET).

NOTICE TO ATTEND

Shareholders wishing to attend the meeting must be recorded in the share
register maintained by Euroclear Sweden AB on Monday 2 January 2012, as well as
notify the Company of their intention to attend not later than Monday 2 January
2012. The notice shall be sent either by e-mail to info@alpcotagro.com or by
mail to: Alpcot Agro AB, Birger Jarlsgatan 32B, SE-114 29 Stockholm, Sweden.

The notice of attendance should include name, personal or corporate registration
number, address, telephone number, number of shares held along with information
of any legal representatives, representatives or advisors. The number of
advisors may not be more than two. In case of attendance through power of
attorney, the power of attorney, a certificate of registration and any other
proof of authority should be enclosed in the notice to attend the meeting.

Shareholders whose shares are registered in the name of a nominee must
temporarily register the shares in their own names in the share register
maintained by Euroclear Sweden AB in order to be entitled to attend the meeting.
Shareholders wishing to re-register their shares must notify the nominee well in
advance of 2 January 2012, on which date such registration must have been
completed.

PROPOSAL FOR 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 for the meeting
5. Election of one or two persons to approve the minutes of the meeting
6. Decision as to whether the meeting has been duly convened
7. Presentation of the acquisition of Landkom International plc
8. Approval of the acquisition of Landkom International plc

(a) authorization of the Board of Directors to resolve new issues of shares
regarding the acquisition of all outstanding shares and all options over shares
in Landkom International plc

(b) approval of the Board of Directors’ resolution on 21 December 2011 of an
issue of new shares without preferential rights for the Company’s shareholders

(c) approval of participation in the new issue under 8(b) by members of the
Board of Directors.

(d) approval of the Board of Directors’ resolution on 21 December 2011 of an
issue of new shares without preferential rights for the Company’s shareholders
with payment by set-off

9. Closing of the meeting

PRESENTATION OF THE ACQUISITION OF LANDKOM INTERNATIONAL PLC

The boards of Alpcot Agro and Landkom International plc (“Landkom”) announced on
20 December 2011 that they had reached an agreement on the terms of the
recommended acquisition by Alpcot Agro of the entire issued and to be issued
share capital of Landkom (the “Acquisition”). The Acquisition is further
described in the press release issued by Alpcot Agro on 20 December 2011. The
press release is available on Alpcot Agro’s webb site www.alpcotagro.com.

The Acquisition is to be effected by a scheme of arrangement under section 157
of the Isle of man Companies Act 2006 (as amended) (“Scheme”) and requires
approval of shareholders in both Alpcot and Landkom and the sanction of the
Scheme by the High Court of Justice of the Isle of Man.

Pursuant to the terms of the Scheme, Landkom shareholders will receive one (1)
new Alpcot Agro share for every 22.16 Landkom shares held at the record date for
the Scheme, in aggregate 19,631,239 Alpcot Agro shares. In addition, Alpcot Agro
will issue up to 686,316 Alpcot Agro shares to holders of options over Landkom
shares as consideration for such options. Consequently, the Acquisition will
result in the issue of an aggregate number of approximately 20,317,555 new
Alpcot Agro shares to Landkom shareholders and holders of options over Landkom
shares. These new Alpcot Agro shares would represent approximately 17 per cent
of the enlarged issued share capital of Alpcot Agro on the effective date of the
Scheme (excluding any shares issued pursuant to the new issue of shares, see
below).

The Scheme is conditional, inter alia, upon a new issue of shares in Alpcot Agro
whereby Alpcot Agro raises a minimum of USD 20 million becoming unconditional.
The Board of Alpcot Agro resolved on 21 December 2011 to issue in aggregate
19,771,429 shares at a subscription price of SEK 7 per share. The new issue was
resolved subject to approval of a shareholders’ meeting and the resolution is
submitted to this shareholders’ meeting for such approval. The new issue is for
technical reasons divided into four separate resolutions.

As previously announced, Alpcot Agro has received binding subscriptions for
19,771,429 shares corresponding to an aggregate subscription amount of SEK
138,400,003, corresponding to approximately USD 20.0 million.

The new issue of shares is conditional upon: (i) the passing of the resolutions
to duly approve: (a) such new issue of shares and (b) the acquisition of the
entire issued and to be issued share capital of Landkom by Alpcot Agro pursuant
to the Scheme, by Alpcot Agro’s shareholders at the extraordinary general
meeting contemplated to be held on 9 January 2011; (ii) Alpcot Agro receiving
binding subscriptions of shares in respect of an aggregate subscription amount
of not less than USD 20 million; (iii) the Scheme becoming effective under the
Isle of Man Companies Act 2006 (as amended); and (iv) all conditions to the
Scheme being fulfilled or waived save for the condition that the conditions to
such new issue of shares are satisfied.

The conditions to the Scheme are further described in the press release issued
by the Company on 20 December 2011 and in the Announcement Letter that is
available for download on www.alpcotagro.com.

PROPOSALS FOR RESOLUTIONS

The Board proposes that the meeting approves the Acquisition and the new issues
of shares resolved by the Board on 21 December 2011 and that the meeting passes
resolutions in accordance with the proposals set out below. The proposals under
8(a), 8(b) and 8(d) are conditioned on each other and in order to make each
resolution valid the meeting must approve all three proposals.

Item 8(a): The Board proposes that the meeting authorizes the Board to resolve,
at one or more occasions prior to the next annual general meeting and without
pre-emption rights for existing shareholders, to issue new shares with payment
in kind in the form of shares and options over shares in Landkom. Based on the
exchange ratio Alpcot Agro will issue in total 20,317,555 new shares to the
shareholders and holders of options over shares in Landkom. The number of issued
shares may change slightly due to rounding effects.

Item 8(b): The Board proposes that the meeting resolves to approve the
resolution by the Board on 21 December 2011 to issue 16,771,429 shares (each
share with a quota value of SEK 5) at a subscription price of SEK 7 per share.
The new issue is made principally to Swedish and foreign institutional investors
without preferential rights for existing shareholders. The new issue was fully
subscribed on 21 December 2011. Distribution of confirmation to the subscribers
of the new shares will be made on the date the Scheme becomes effective which is
expected to take place on or about 26 January 2012 and payment of the new shares
shall be made within three days thereafter.

Item 8(c): In total 2,100,000 shares in the new issue under item 8(b) have been
subscribed, directly or through companies, by Björn Lindström (500,000 shares),
Simon Hallqvist (1,500,000) shares and Sven Dahlin (100,000 shares), who are
members of the Board of Directors of Alpcot Agro. In order to enable these
members of the Board to participate in the new issue, a separate resolution by
the meeting with supermajority (see below) is required. If the meeting resolves
not to approve these subscriptions, can the shares subscribed by the said
members of the Board be allocated to someone else.

Item 8(d): The Board proposes that the meeting resolves to approve the
resolution by the Board on 21 December 2011 to issue 3,000,000 shares (each
share with a quota value of SEK 5) at a subscription price of SEK 7 per share.
The new issue is made to Amaco without preferential rights for existing
shareholders. Subscription of the new shares was completed on 21 December 2011.
Payment of the new shares shall be made by set-off of Amaco’s claims on Alpcot
Agro. The set-off is a part of the Acquisition and includes an purchase by
Alpcot Agro of claims against a subsidiary of Landkom with payment against a
promissory note. This promissory note will be used for subscription of shares in
the new issue with payment by set-off.

The subscription price has been resolved through a book-building process. In the
opinion of the Board the subscription price is at market considering the current
market conditions. The reason for the deviation from the shareholders’
pre-emption rights is to secure that Alpcot Agro can raise sufficient capital in
order to fulfill the conditions for the Acquisition.

A resolution of the meeting to approve the proposal under item 8(a) requires, in
order to be valid, a simple majority vote.

A resolution of the meeting to approve the proposals under item 8(b) and 8(d)
shall, in order to be valid, be supported by shareholders representing at least
two thirds of the votes cast as well as of the shares represented at the
meeting.

A resolution of the meeting to approve the proposal under item 8(c) shall, in
order to be valid, be supported by shareholders representing at least nine
tenths of the votes cast as well as of the shares represented at the meeting.

DOCUMENTS ETC.

The total number of shares and votes in the Company amount to 99,197,472 as per
the date of this notice.

The Board of Directors’ complete proposal for resolutions under items 8(a),
8(b), 8(c) and 8(d) and other documents pursuant to the Swedish Companies Act
will be available on the Company website, www.alpcotagro.com, as well as at the
offices of the Company at Birger Jarlsgatan 32B in Stockholm not later than from
23 December 2011 onwards. Copies of the documentation will be sent upon request
to shareholders who provide their postal or email address. The documentation
will also be presented at the meeting.

Stockholm, December 2011
The Board of Directors