ARTICLES OF ASSOCIATION

 

 

Articles of Association of Alpcot Agro AB, reg. no. 556710-3915, adopted at the extra general meeting held on 18 March 2011.1

 

§ 1

The name of the company is Alpcot Agro AB. It is a public company.

 

§ 2

The registered office of the company shall be situated in Stockholm.

 

§ 3

The object of the company’s business is to make, manage and divest investments in the agricultural sector in Russia and the rest of the CIS (Commonwealth of Independent States) and to conduct any other activities compatible therewith.

 

§ 4

The company’s share capital shall be not less than SEK 200,000,000 and not more than SEK

800,000,000.

 

§ 5

The number of shares shall be not less than 40,000,000 and not more than 160,000,000.

 

§ 6

The board of directors shall consist of not less than three and not more than ten members with not more than five deputies.

 

§ 7

The company shall have one auditor and not more than one deputy auditor.

 

§ 8

Notices to attend a general meeting shall be issued in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the Company's website, accompanied by an announcement that the notice has been issued in Svenska Dagbladet. The Board of Directors may before a general meeting resolve that the shareholders are entitled to vote per mail.

 

§ 9

The annual general meeting shall be held annually within six months from the end of the financial year. The agenda of the annual general meeting shall comprise the following:

 

1. Election of the chairman of the general meeting

 

2. Preparation and approval of the voting list

 

3. Approval of the agenda

 

4. Appointment of one or two persons to verify the minutes of the meeting

 

5. Determination of whether the meeting has been duly convened

 

6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated annual report and the auditor’s report for the group

 

7. Resolutions

 

a) regarding the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;

 

b) regarding the allocation of the company’s profit or loss in accordance with the adopted balance sheet;

 

c) regarding discharge from liability for the members of the board and where applicable the managing director;

 

8. Resolution regarding remuneration for the members of the board of directors and the auditors

 

9. Election of members of the board of directors and deputies, and where applicable, auditor and deputy auditor.

 

10. Any other matter, which is to be decided at the general meeting, pursuant to the Swedish Companies Act (SFS 2005:551) or the Articles of Association

 

§ 10

The financial year of the company is the calendar year.

 

§ 11

The right to participate in a general meeting shall vest in someone who is listed in a printout or other presentation of the share register pertaining to the conditions five week days before the general meeting, and has notified oneself and the number of assistants to the company no later than 4 pm on the day specified on the notice for the general meeting. This day must not to be a Sunday, other

national holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Years Eve and may not occur earlier than the fifth week day before the general meeting.

 

§ 12

The Company’s shares shall be registered in a CSD register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

 

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1 This English text is an unauthorized translation. In the event of any discrepancy between the Swedish text and this English translation, the Swedish text shall prevail.