Trigon Agri A/S: Notice convening the annual general meeting

The Board of Directors hereby gives notice of the annual general meeting of Trigon Agri A/S, CVR No. 29 80 18 43 (the “Company“) to be held on

20 April 2017, at 10:00 am (CET)

at Plesner Advokatpartnerselskab, Amerika Plads 37, DK-2100 Copenhagen OE, Denmark with the following agenda:

1. The board of directors’ report on the activities of the Company during the past financial year

The board of directors recommends that the report is approved.

Adoption of the annual report

The board of directors recommends that the annual report is adopted.

2. Approval of remuneration for the board of directors for the current financial year

The board of directors proposes that the general meeting approves the fee to the board of directors for the financial year 2017. The board of directors proposes that the board of directors receives an identical remuneration as in 2016.

Consequently, the board of directors proposes that board members receive a fixed cash fee of net EUR 10,000 each and that the chairman receives net EUR 30,000.

3. Resolution to release the board of directors and the executive board from liability in respect of item 2 (in Danish: decharge)

The board of directors recommends that the general meeting grants discharge of liability to members of the board of directors and the executive board.

4. Resolution on the distribution of the profit or loss recorded in the annual report adopted by the general meeting

The board of directors recommends that the loss for the financial year 2016 as recorded in the annual report for 2016, EUR – 25,079,000, be carried forward to the next financial year.

5. Election of members of the board of directors and any alternate members of the board of directors (provided the term comes to an end)

According to article 10.1 of the articles of association, all members of the board of directors elected by the general meeting are elected for a term of one year. The board of directors proposes the re-election of Johannes Bertorp and Jens Bruno and the election of Martin Rosenmejer as members of the board of directors.

For a description of the qualifications of the nominated candidates, see Appendix 1 to the notice.

Appendix 1 – qualifications of board candidates

6. Appointment of auditor

In accordance with the audit committee’s recommendation, the board of directors proposes the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab.

The audit committee has not been influenced by third parties. The annual general meeting’s election of the company’s auditor is not restricted by an agreement between the company and a third party which limits the election to certain auditors or auditing firms.

7. Any proposals from the board of directors or shareholders.

a. Resolution to increase the share capital by way of cash contribution

In preparation of the proposed reverse share split under item 8.b, the board of directors proposes to increase the share capital of the Company to a nominal amount which is divisible by the proposed new nominal value of each share after the completion of the contemplated reverse share split, ref. item 8.b.

The board of directors proposes to increase the share capital of the Company by way of cash contribution with a nominal amount of EUR 0.29 at market price without pre-emptive rights for the existing shareholders. The capital increase shall take place as a directed issue to Johannes Bertorp. The 29 new shares will be issued to Johannes Bertorp with a single purpose of increasing the outstanding amount of shares from 1,742,131,271 to 1,742,131,300 shares, the amount which can be dividable by 100 in the course of the proposed reverse share split under item 8.b.  The board of directors proposes to amend articles 3.1 of the articles of association accordingly. Proposed updated articles of association are attached as Appendix 2.a.

Appendix 2.a – articles of association (post AGM) – DRAFT 290317 (COMPARE)

b. Resolution to increase the nominal value of each share from EUR 0.01 to EUR 1.00 (reverse share split)

The board of directors proposes that the shareholders increase the nominal value of each share from EUR 0.01 to EUR 1.00 (reverse share split). The reverse share split will be implemented as a consolidation of 100 shares of EUR 0.01 each to 1 share of EUR 1.00. If a shareholder holds a nominal amount of shares which is not divisible by 1.00, such shareholder’s shareholdings shall be rounded down to the nearest nominal amount divisible by 1.00 and the shareholder shall receive such number of shares which corresponds to the rounded down share amount divided by 1.00. The excess shares will be bought back by the Company at a price corresponding to the closing price of the shares on the day prior to the annual general meeting. The same applies to any holdings of less than 100 shares. Warrant holders who hold warrants which each entitles the warrant holder to subscribe for one share with a nominal value of EUR 0.01 shall after the date of the general meeting be entitled to subscribe for one share with a nominal value of EUR 1.00 for every 100 warrants which each entitles the warrant holder to subscribe for one share with a nominal value of EUR 0.01. As a result of the reverse share split, the total number of shares will be reduced to 17,421,313 and the total number of voting rights will be reduced to 17,421,313. The board of directors proposes to amend articles 3.1 and 8.1 and appendix 1 of the articles of association accordingly. Proposed updated articles of association are attached as Appendix 2.b.

Appendix 2.b – articles of association (post reverse share split) – DRAFT 290317 (COMPARE)

The buyback of excess shares in connection with the reverse share split will be subject to the procedure which apply to a statutory minority redemption.

Accordingly, the buyback will include (1) a statutory four-week period during which the shareholders may trade in the shares, including selling and buying any shares of EUR 0.01 for the purpose of achieving a number of shares divisible by 1.00 prior to the completion of the reverse share split in order to avoid redemption of excess shares, (2) a right for the shareholders to object to the price paid by the Company and to require that the value of the shares is to be determined by an expert appointed by the court in the jurisdiction of the Company’s registered office, (3) a deposit by the Company of the buyback price in favour of the shareholders holding excess shares, and (4) a 3 month period after the reverse share split in which the former shareholders have the right to demand an expert valuation.

c. Resolution to repeal expired authorization to issue warrants

The authorization to the board of directors given by the shareholders during the extraordinary general meeting of Trigon Agri A/S on 10.11.2016 to issue up to 209,398,236 warrants and provided for in articles 4b.1 to 4b.8 of the articles of association has expired and, consequently, the board of directors proposes to repeal articles 4b.1 to 4b.8. The board of directors at the same time also proposes an editorial amendment of article 4b.9 and appendix 1. Proposed updated articles of association are attached as Appendix 2.a.

Appendix 2.a – articles of association (post AGM) – DRAFT 290317 (COMPARE)

d. Resolution to authorize the board of directors to issue warrants

The board of directors proposes that the shareholders authorize the board of directors to issue in one or more rounds in the period until 20 April 2022 up to 101,469,500 warrants (corresponding to a 5% dilution of the number of shares post exercise of the warrants subscribed for by the shareholders during the subscription period which ended on 30 December 2016) which shall entitle the recipients (executive board members and other key employees) to subscribe for ordinary shares in the Company for a total aggregate nominal amount of up to EUR 1,014,695. If the proposed reverse share split, ref. item 8.b, is implemented, the authorization shall be adjusted accordingly and the number of warrants shall be reduced to 1/100, i.e. 1,014,695. Partial payment of the share capital which is subscribed for in connection with the exercise of warrants shall not be allowed. The existing shareholders shall neither have pre-emptive rights in connection with the issuance of warrants nor in connection with the subscription of shares by exercise of the warrants. The warrants are subject to transfer restrictions and may only be transferred in accordance with the warrant terms as determined by the board of directors. The new ordinary shares which are subscribed for on the basis of the warrants shall be negotiable instruments and shall be registered in the name of the holder. The remaining terms and conditions for the warrants shall be determined by the board of directors in connection with the board’s utilization of the authority. The general meeting has at the same time authorized the board of directors to increase in one or more rounds in the period until 20 April 2022 the share capital of the company without pre-emptive rights for the existing shareholders with a total aggregate nominal amount of up to EUR 1,014,695, ref. above. The board of directors proposes to insert the proposed authorizations as a new article 4c of the articles of association. Proposed updated articles of association are attached as Appendix 2.a.

Appendix 2.a – articles of association (post AGM) – DRAFT 290317 (COMPARE)

e. Resolution to authorise the board of directors to increase the share capital

For purposes of financing business expansion and/or contingent financing needs, the board of directors proposes that the shareholders authorize the board of directors to (i) increase the share capital of the Company by way of cash contribution or by way of conversion of debt in one or more rounds in the period until 20 April 2022 with a maximum nominal amount of EUR 2,000,000 (approximately 15% post-issue dilution of the outstanding number of shares) at market price without pre-emptive rights for the existing shareholders, (ii) increase the share capital of the Company by way of cash contribution in one or more rounds in the period until 20 April 2022 with a maximum nominal amount of EUR 2,000,000 at market price with pre-emptive rights for the existing shareholders, and (iii) increase the share capital of the Company by way of cash contribution or by way of conversion of debt in one or more rounds in the period until 20 April 2022 with a maximum nominal amount of EUR 2,000,000 at a price below market price with pre-emptive rights for the existing shareholders. The total aggregate nominal amount of the capital increase(s) carried out by the board of directors pursuant to these authorizations may not exceed EUR 2,000,000. The board of directors proposes to insert the proposed authorizations and limitation in a new article 4d of the articles of association. Proposed updated articles of association are attached as Appendix 2.a

Appendix 2.a – articles of association (post AGM) – DRAFT 290317 (COMPARE)

f. Resolution to adopt general guidelines for incentive-based remuneration

The board of directors proposes that the shareholders adopt general guidelines for incentive-based remuneration for the Company’s management in the form attached to this notice as Appendix 3. The board of directors proposes that a new article 12 is inserted in the articles of association as a consequence of the adoption of the guidelines. Proposed updated articles of association are attached as Appendix 2.a.

Appendix 3 – remuneration policy and guidelines for incentive pay for Executive Management

g. Resolution to change the name of the Company

The board of directors proposes that the shareholders change the name of the Company to “Agromino A/S” and retains the name “Trigon Agri A/S” as a secondary name and amend articles 1.1 and 1.2 of the articles of association accordingly. Proposed updated articles of association are attached as Appendix 2.a.

Appendix 2.a – articles of association (post AGM) – DRAFT 290317 (COMPARE)

h. Resolution to change the venue of the general meeting

The board of directors proposes that the shareholders change the eligible venues of the Company’s general meeting to the Greater Copenhagen area, the Greater Tallinn area and the Greater Stockholm area and amend article 6.2 of the articles of association accordingly. Proposed updated articles of association are attached as Appendix 2.a.

Appendix 2.a – articles of association (post AGM) – DRAFT 290317 (COMPARE)

9. Any other business

registration, admission, proxy and postal vote

Registration date

A shareholder’s right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, is determined in accordance with the number of shares held by such shareholder on 13 April 2017 (the registration date), see article 8.4 of the Company’s articles of association. The shares held by each shareholder are determined at the registration date on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholding received, but not yet registered, by the Company in the share register.

 

Deadline for notice of attendance

A shareholder (or its proxy) wishing to attend the general meeting must give notice of his or her participation to the Company, see article 8.5 of the articles of association. Similarly, the shareholder’s advisor (or the shareholder’s proxy’s advisor) must give notice of his or her participation to the Company.

 

A shareholder’s notice of attendance must be given to the Company using the notice of attendance form attached as Appendix 4, which shall be sent, duly completed and signed, to VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to vpinvestor@vp.dk for receipt no later than Wednesday 12 April 2017, at 11:59pm (CET). The admission card for attendance will be sent to the address indicated in the form.

Appendix 4 – notice of attendance

 

Representation by proxy

If you are prevented from attending the general meeting, you may appoint a proxy, e.g. the board of directors, to cast the votes carried by your shares.

 

If you wish to appoint a proxy, please return the instrument of proxy form attached as Appendix 5, duly signed and dated, to VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to vpinvestor@vp.dk for receipt no later than Wednesday 12 April 2017, at 11:59pm (CET). The admission card for the proxy’s attendance will be sent to the address indicated in the form.

Appendix 5 – proxy

Postal vote

You may also submit your votes by mail before the date of the meeting. If you wish to vote by mail, please fill in and return the postal vote form attached as Appendix 6, duly signed and dated, to VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to vpinvestor@vp.dk for receipt no later than Wednesday 19 April 2017, at 4:59pm (CET).

Appendix 6 – postal vote

Notice of attendance forms, instrument of proxy and postal vote forms may be downloaded from the Company’s website, www.trigonagri.com.

Information to shareholders who hold their shares through Euroclear Sweden through a nominee

The following information is to shareholders who hold their shares through Euroclear Sweden AB (“Euroclear Sweden“) through a nominee.

In order to attend the annual general meeting and exercise your voting rights, you must register your voting rights temporarily in the register of shareholders (the “Register of Shareholders“) and complete the notice of attendance form, the proxy form or the postal vote form in accordance with the instructions set out above.

Registration process for voting rights:

Direct-registered holders:

Shareholders who hold their shares on an account directly with Euroclear Sweden, a CSD-account (in Swedish: “Vp-konto“) will automatically be included in the Register of Shareholders and do not have to perform any registration regarding voting rights.

Nominee-registered holders:

To be registered and entitled to vote at the annual general meeting, shareholders who hold shares via a nominee must act in accordance with the instructions set out below:

Nominee-registered shareholders must request the nominee to register their shares temporarily in their own name in the Register of Shareholders.

The registration of voting rights must be completed in due time before end of business (CET) on 13 April 2017.

 Share capital and voting rights

 The Company’s share capital amounts to EUR 17,421,312.71, divided into shares of EUR 0.01, ref. article 3.1 of the Company’s articles of association. Pursuant to article 8.1, each share of EUR 0.01 carries one vote:

 Number of shares:        1,742,131,271

Number of votes:          1,742,131,271

agenda etc.

 This notice, including the agenda and the full text of the proposed resolutions, the proposed updated articles of association (post AGM), the proposed updated articles of association (post reverse share split), the proposed general guidelines for incentive-based remuneration for the Company’s management, the notice of attendance form, the instrument of proxy form and the postal vote form will be sent by email on 29 March 2017 to the registered shareholders who have registered their email addresses with Trigon Agri A/S in accordance with article 16.3 of the articles of association.

The following information will be made available at the Company’s website, www.trigonagri.com as of 29 March 2017:

  • Notice convening the meeting;
  • The total number of shares and voting rights as at the date of the notice;
  • The documents to be submitted to the general meeting, including the proposed updated articles of association (post AGM), proposed updated articles of association (post reverse share split), and the proposed general guidelines for incentive-based remuneration to the Company’s management;
  • The agenda and the full text of the proposals; and
  • The forms to be used for giving notice of attendance and for voting by proxy and by post.

MAJORITY REQUIREMENTS

 The following requirements for adoption of the proposed resolutions must be fulfilled in order for the proposed resolutions to be considered adopted:

  • The proposed resolutions under items 2-7 and 8.f can be adopted by a simple majority of votes.
  • The proposed resolutions under items 8.a – 8.e and 8.g – 8.h can be adopted by at least 2/3 of the votes cast as well as at least 2/3 of the share capital represented at the general meeting.

questions from the shareholders

 Shareholders may prior to the annual general meeting in writing submit questions concerning the agenda and the documents to be considered at the general meeting. Questions must be sent by email to mail@trigonagri.com, marked “AGM“.

Questions will be answered in writing or orally at the general meeting, unless prior to the meeting the answer is available via a questions/answers function on the Company’s website, www.trigonagri.com.

language

The general meeting will be conducted in English in accordance with article 9.4 of the Company’s articles of association.

Copenhagen, 29 March 2017

 

On behalf of the Board of Directors of Trigon Agri A/S

 

Johannes Bertorp

Chairman

 

 Investor enquiries:

Mr. Simon Boughton, CEO of Trigon Agri A/S, Tel: +372 6191 500, E-mail:  mail@trigonagri.com

 

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 Stockholm.

For subscription to Company announcements please contact us: mail@trigonagri.com.

 

If you do not want to receive Trigon Agri press releases automatically in the future please send an e-mail to the following address: unsubscribe@trigonagri.com.

 

This information is information that Trigon Agri A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 7:00 pm CET on 29 March 2017.

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