A/S Trigon Agri: Notice to convene the Annual General Meeting of Trigon Agri A/S
According to article 7.4 of the Articles of Association, notice is hereby given of the annual general meeting of Trigon Agri A/S to be held on
Monday 31 May 2010, at 9:30 am
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark. The AGENDA of the meeting is as follows:
1. Directors’ report on the activities of the Company during the past financial year
2. Adoption of the annual report.
The board of directors recommends the adoption of the audited annual report. The audited annual report is available at the Company’s web page http://www.trigonagri.com
3. Resolution to release the board of directors and management from liability in respect of item 2 (in Danish: Decharge).
The board of directors recommends that the board of directors and the management be released from liability in respect of item 2.
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 net loss recorded in the annual report adopted by the general meeting is carried forward to the next year.
5. Appointment of members of the supervisory board. Henrik Therman will resign from the supervisory board.
The board of directors recommends that Joakim Johan Helenius, Pertti Oskari Laine, Erkki Myllärniemi, and René Nyberg are re-elected as members of the supervisory board for a term of 3 (three) years.
The board of directors proposes that Ilkka Salonen is elected to the supervisory board for a term of 3 (three) years.
6. Appointment of auditor
7. Amendment of the Articles of Association
The board of directors recommends that the Company’s Articles of Association be amended in accordance with the draft new Articles of Association as well as the comparison version between the existing Articles of Association and the proposed new Articles of Association.
The proposal to amend the articles of association of the Company is primarily based on the enactment of the new Danish Companies Act (selskabsloven).
Draft new Articles of Association as well as a comparison version between the existing Articles of Association and the proposed new Articles of Association are available at the Company’s website http://www.trigonagri.com
8. Election of Directors
The board of directors proposes to the general meeting that Ülo Adamson, Margus Lutsoja and Raul Toomsalu should be re-elected to the board of directors for a term of 3 (three) years.
SPECIAL VOTING REQUIREMENTS
A resolution to make those amendments of the Company’s Articles of Association necessary for the Articles of Association to comply with those provisions in the Danish Companies Act (selskabsloven), which have come into force, is to be deemed validly adopted if only one shareholder votes in favour of the proposal (this type of amendment is marked with “1” in the enclosed comparison version). A resolution to make the further amendments to the Company’s Articles of Association is only valid if it is adopted by at least 2/3 of the votes cast as well as of the share capital represented at the general meeting (this type of amendment is marked with “2” in the enclosed comparison version).
ADMISSION CARD AND PROXY
According to article 9.4 of the Articles of Association, shareholders wishing to attend the general meeting shall have an admission card. Admission cards for the general meeting may be ordered by completing and signing the form attached as Annex 1 and sending it to Kromann Reumert, who shall receive it no later than by 26 May 2010. Prior to the general meeting, the admission cards ordered will be sent to the address recorded in the register of shareholders of the Company or the address indicated in the form.
Admission cards shall be issued to anyone who is registered as a shareholder in the Company’s register of shareholders. Any shareholder who is not so registered shall document his shareholding by means of a statement of account which is not more than five days old issued by VP Securities Services or the account-holding bank (custodian bank) and shall at the same time issue a written statement to the effect that after the date of issue of the statement of account the shareholder has not sold the shares and does not intend to do so before the general meeting has been held.
If you are prevented from attending the general meeting, the board of directors asks to receive a proxy to cast the votes carried by your shares. If you agree to attend the general meeting by proxy, we kindly ask you to sign and date the instrument of proxy attached as Annex 2 and return it to the Company, who shall receive it by 31 May 2010 at 9:30 am .
Admission card and proxy order forms may be downloaded from the website of the Company: http://www.trigonagri.com
The agenda, including the complete proposals to be considered at the general meeting, and the annual report will be made available at the registered office of the Company, c/o Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark, for inspection by the shareholders, on all business days at 9-16 as of 14 May 2010 to 31 May 2010 inclusive and will also be available on the website of the Company: http://www.trigonagri.com
Notice of Annual General Meeting of Trigon Agri. 14052010.ENG-DEN
Admission Card Order Form.ENG
Admission Card Order Form.DEN
Draft New Articles of Association_Trigon Agri_AS.ENG-DEN
Comparison Version.Articles of Association_Trigon Agri AS.ENG-DEN
Mr. Ülo Adamson, President of Trigon Agri A/S
Tel: +372 66 79 200
The Company’s Certified Advisor is SEB Enskilda.
About Trigon Agri
Trigon Agri is a leading integrated soft commodities production, storage and trading company with operations in Ukraine, Russia and Estonia. Trigon Agri’s shares are traded on the First North stock exchange in Stockholm, an alternative market place of the OMX Nordic Exchange. Trigon Agri is managed under a management agreement by Trigon Capital, a leading Central and Eastern European operational management firm with around USD 1 billion of assets under management.