AGROMINO A/S: NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING
The Board of Directors hereby gives notice of an extraordinary general meeting of Agromino A/S, CVR No. 29 80 18 43 (the “Company“) to be held on
23 July 2018, at 10:00 am (CEST)
At the office of the law firm Poul Schmith at Vester Farimagsgade 23, 1606 Copenhagen V, Denmark with the following agenda:
- Resolution to decrease the maximal number of members of the Board of Directors from 6 to 3 and to amend article 10.1 of the articles of association accordingly
It is the Board of Directors opinion that the Company, taken into account the size and nature of the Company’s business, only should have a small and very efficient Board of Directors. In a Danish public limited company, the Board of Directors must have at least three members.
The board of directors therefore proposes that the Board of Directors shall consist of 3 members elected by the general meeting instead of 3-6 members, and that article 10.1 of the articles of association is amended accordingly.
Proposed updated articles of association are attached as Appendix 1 (compare).
- Election of members of the board of directors
The Board of Directors proposes a new election of members of the Board of Directors and that the new Board of Directors only shall consist of three members.
The board of directors proposes the re-election of Petr Krogman and Jan Urban and the election of Jiří Vyskočil as members of the board of directors.
For a description of the qualifications of the nominated candidates, see Appendix 2 to the notice.
- Appointment of auditor
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (“PwC”) has declared that PwC wants to discontinue cooperation with the Company. The Board of Directors and PwC have agreed that PwC shall not continue as the Company’s auditor, and the Board of Directors therefore – in accordance with the audit committee’s recommendation – proposes the election of Baker Tilly Denmark Godkendt Revisionspartnerselskab as the Company’s auditor.
The audit committee has not been influenced by third parties. The 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.
Registration, admission, proxy and postal vote
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 16 July 2018 (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 3, which shall be sent, duly completed and signed, to VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to email@example.com for receipt no later than 19 July 2018, at 11:59pm (CEST). The admission card for attendance will be sent to the address indicated in the form.
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 4, duly signed and dated, to VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to firstname.lastname@example.org for receipt no later than 19 July 2018, at 11:59pm (CEST). The admission card for the proxy’s attendance will be sent to the address indicated in the form.
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 5, duly signed and dated, to VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to email@example.com for receipt no later than 20 July 2018, at 4:59pm (CEST).
Notice of attendance forms, instrument of proxy and postal vote forms may be downloaded from the Company’s website, www.agromino.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 extraordinary 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:
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.
To be registered and entitled to vote at the extraordinary 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 (CEST) on 16 July 2018.
Share capital and voting rights
The Company’s share capital amounts to EUR 17,421,313, divided into shares of EUR 1.00, ref. article 3.1 of the Company’s articles of association. Pursuant to article 8.1, each share of EUR 1.00 carries one vote:
Number of shares: 17,421,313
Number of votes: 17,421,313
This notice, including the agenda and the full text of the proposed resolutions, the proposed updated articles of association (post EGM), the notice of attendance form, the instrument of proxy form and the postal vote form will be sent by email on 29 June 2018 to the registered shareholders who have registered their email addresses with Agromino A/S in accordance with article 17.3 of the articles of association.
The following information will be made available at the Company’s website, www.agromino.com as of 29 June 2018:
- 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;
- 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.
The following requirements for adoption of the proposed resolutions must be fulfilled in order for the proposed resolutions to be considered adopted:
- The proposed resolution under item 1 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
- The proposed resolutions under items 2-3 can be adopted by a simple majority of votes.
Questions from the shareholders
Shareholders may prior to the extraordinary 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 firstname.lastname@example.org, marked “EGM“.
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.agromino.com.
The general meeting will be conducted in English in accordance with article 9.4 of the Company’s articles of association.
Copenhagen, 29 June 2018
On behalf of the Board of Directors of Agromino A/S
Mr. Petr Krogman, Chairman of Board of Directors of Agromino A/S, E-mail: email@example.com
We are farmers and agribusiness managers, with operations in Ukraine, Russia and Estonia. Agromino A/S shares are traded on the main market of Nasdaq Stockholm.
For subscription to Company announcements please contact us: firstname.lastname@example.org
If you do not want to receive Agromino press releases automatically in the future please send an e-mail to the following address: email@example.com.
This information is information that Agromino 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 18:00 pm CEST on 29 June 2018.