Extraordinary general meeting of Trigon Agri A/S
On 4 March 2016, the extraordinary general meeting of Trigon Agri A/S (the “Company”), CVR no. 29 8018 43, was held at Gorrissen Federspiel, H.C. Andersens Boulevard 12, DK-1553 Copenhagen V, where the following resolutions were passed:
The Chairman of the Board of Directors, Peter Gæmelke, and CEO and the President of the Company, Joakim Helenius, reported on the financial position of the Company.
The Company’s share capital was reduced by nominally EUR 63,517,464.71 from nominally EUR 64,813,739.50 to nominally EUR 1,296,274.79 to cover losses, by way of decreasing the nominal value of each share from EUR 0.5 to EUR 0.01. As part of the proposal, the relevant amendments to the articles of association of the Company were adopted.
The Company’s shares were changed from being bearer shares to being shares registered in the name of the holder as it is no longer possible after 1 July 2015 to issue new bearer shares pursuant to the Danish Companies Act. Accordingly, Article 4.1 was also amended.
The last sentence of Article 8.2 of the articles of association was deleted as a consequence of an amendment of the Danish Companies Act.
Articles 4.6 – 4.11 of the Articles of Association, including appendix 1 and appendix 2, were deleted as the authorisations granted to the Board of Directors to issue warrants and the exercise period of any such warrants had expired.
The extraordinary general meeting authorised the Board of Directors until 1 December 2016 in one or more issues to obtain one or more loans with an aggregate face value of minimum EUR 3,000,000 and up to an aggregate face value of EUR 6,000,000 against issuance of bonds, which give the lender right to convert his/her loan into shares in the Company (“convertible bonds”). Existing shareholders will have no pre-emptive right. The convertible bonds will be issued at market price which can be below par value of the convertible bonds.
In addition hereto, the general meeting authorised the Board of Directors to carry out the related share capital increase with a maximum nominal amount of EUR 1,950,000 by issuing up to 195,000,000 new additional shares. The conversion price shall correspond to the market price, which is determined by the Board of Directors at the time of issue of the convertible bonds.
The detailed terms of the convertible bonds are to be determined by the Board of Directors in accordance with the general terms and conditions set out in the notice to the extraordinary general meeting which is available at http://www.trigonagri.com/wp-content/uploads/2016/02/NOTICE-convening-an-extraordinary-general-meeting-of-Trigon-Agri-AS.pdf
Mr. Joakim Helenius, CEO of Trigon Agri A/S, Tel: +372 66 79200, E-mail: firstname.lastname@example.org
About Trigon Agri
Trigon Agri is an integrated soft commodities production, storage and trading company with operations in Ukraine, Russia and Estonia. Trigon Agri’s shares are traded on the main market of NASDAQ OMX Stockholm.
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