A/S TRIGON AGRI: NOTICE TO CONVENE THE EXTRAORDINARY GENERAL MEETING OF TRIGON AGRI A/S
Copenhagen, 23 September 2010
In preparation of the main market listing and according to article 6.4 of the Articles of Association, notice is hereby given of the extraordinary general meeting of Trigon Agri A/S to be held on
Friday 8 October 2010, at 11:00 am
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark. The agenda of the meeting is as follows:
1. Amendment of the Articles of Association
The board of directors recommends that the Company’s Articles of Association be amended in accordance with the enclosed draft new Articles of Association as well as the enclosed 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, among other things, based on the proposed changes to the structure of the management and the new Danish recommendations on corporate governance.
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 also made available at the Company’s website.
2. Election of Directors
The board of directors proposes to the general meeting that Joakim Johan Helenius, Pertti Oskari Laine, Erkki Tryggve Fredrik Myllärniemi, Ilkka Seppo Salonen and Ernst René Anselm Nyberg should be elected to the board of directors for a term of 1 (one) year.
SPECIAL VOTING REQUIREMENTS
Resolution to amend the Company’s Articles of Association by inserting a new Article 9.4 shall be adopted by a simple majority of votes.
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.
ADMISSION CARD AND PROXY
According to article 8.5 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 5 October 2010. The admission cards ordered will be distributed at the general meeting.
Admission cards shall be issued to anyone who is registered as a shareholder in the Company’s register of shareholders on 1 October (the date of registration, cf. Article 8.4 of the Articles of Association).
In order to attend and vote at the general meeting you must consequently register in the register of shareholders.
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 5 October 2010.
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, 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 23 September 2010 to 8 October 2010 inclusive and will also be available on the website of the Company: http://www.trigonagri.com.
Notice of Extraordinary General Meeting of Trigon Agri. 8 Oct 2010.ENG-DEN
Admission Card Order.ENG
Admission Card Order.DEN
Draft New Articles of Association.Trigon Agri AS.ENG-DEN
Comparison Version.Articles of Association.Trigon Agri AS.ENG-DEN
Proposals to be considered at the EGM.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.