A/S TRIGON AGRI: NOTICE TO CONVENE ANNUAL GENERAL MEETING
TO THE SHAREHOLDERS OF TRIGON AGRI A/S, CENTRAL BUSINESS REGISTRATION (“CVR”) NO. 29 80 18 43
In accordance with Article 6.4 of the Articles of Association, notice is hereby given of the annual general meeting of Trigon Agri A/S (the “Company”) to be held on
Thursday 26 April 2012, at 10:00 a.m.
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark.
The agenda, which includes full text of proposals of the meeting, is as follows:
1. The board of 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 for the period from 1 January 2011 to 31 December 2011, showing a net profit of EUR 1,202 thousand for the Company.
3. Approval of remuneration for the board of directors for the current financial year
The board of directors recommends the approval of the proposed remuneration for the board of directors for the financial year 2012:
Chairman EUR 0.
Ordinary member EUR 10,000 (net)
4. 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 board of directors and the executive board be released from liability in respect of item 2.
5. Resolution on the distribution of the profit or loss recorded in the annual report adopted by the general meeting
The board of directors propose that the result of the year, the net profit of EUR 1,202 thousand, recorded in the annual report should be appropriated as follows: 70 % of the net profit of EUR 1,202 thousand is carried forward to the next financial year and 30 % of the net profit of EUR 1,202 thousand (equivalent to EUR 360,600) is distributed to shareholders as dividends.
Dividend will be paid out on or before 10 May 2012 to shareholders registered at the date of the annual general meeting in accordance with the register of shareholders.
6. Appointment of members to the board of directors
The board of directors recommends that Joakim Johan Helenius, Pertti Oskari Laine and Ernst René Anselm Nyberg are re-elected to the board of directors for a term of 1 (one) year. The board of directors further recommends that Raivo Vare and David Mathew be appointed to the board of directors for a term of 1 (one) year.
Ernst René Anselm Nyberg, Raivo Vare and David Matthew are considered independent pursuant to the Danish Recommendations on Corporate Governance.
Joakim Helenius has been the chairman of the board of directors of the Company since 2007. He is currently Chairman of the Supervisory Board of AS Trigon Capital and Estonian Air. Mr Helenius is also member of the Supervisory Boards in listed companies AS Viisnurk and AS Trigon Property Development. Mr Helenius was born in 1957 and holds a degree in Economics from Cambridge University.
Ernst René Anselm Nyberg has been a member of the board of directors of the Company since 2008, and is currently managing director of East Office of Finnish Industries. Mr Nyberg is former ambassador of Finland in Moscow and Berlin. Mr Nyberg was born in 1946 and holds a degree in Political Science from Helsinki University.
Pertti Oskari Laine has been a member of the board of directors of the Company since 2007 and is also a member of the Supervisory Board of Trigon Capital. Pertti Laine is also member of the Board Directors of Veikko Laine Ltd, Länsiauto Ltdand Taaleritehdas Ltd. Mr Laine was born in 1941 and holds a degree in Economics from Helsinki School of Economics.
Raivo Vare is also Chairman of the Council of Estonian Development Fund, member of the President’s Academic Advisory Board in Estonia, member of Advisory Council of the Estonian Business School, Vice-Chairman of the Council of the Estonian Cooperation Assembly and member of the Transit Commission of the Ministry of Economic Affairs and Communications of Estonia, partner in Sthenos grupp Ltd, OÜ Rvve Grupp, owner in Live Nature OÜ and co-trainer of Invicta. Raivo Vare was born in 1958. He holds MA summa cum laude in law from Tartu University and EMBA cum laude from Estonian Business School.
David Mathew has more than thirty years of experience in Emerging Markets in Asia (particularly China),Central Europe and the CIS both at the commercial level and in investment banking and Private Equity. He has worked as a Director of Robert Fleming in London and in Asia with Baring Brothers and Jardine Matheson in Hong Kong and Beijing. He was born in 1954 and holds an MA in Modern History from Oriel College Oxford University.
7. Appointment of auditor
The board of directors recommends the re-election of PwC Statsautoriseret Revisionsanpartsselskab, Strandvejen 44, 2900 Hellerup as auditors.
8. Reduction of the Company’s share capital
Proposal by the board of directors to reduce the Company’s share capital by EUR 64,813,739.50 from EUR 129,627,479 to EUR 64,813,739.50 by transfer to a special reserve and reduction of the nominal value of the Company’s shares from EUR 1 to EUR 0.5.
The transfer to a special reserve shall be EUR 64,813,739.50, and the capital reduction is thus implemented at a price (in Danish: kurs) of 100.
Consequently, it is proposed to amend the Articles of Association accordingly, including
Article 3.1 from: The share capital of the Company is EUR 129,627,479 divided into 129,627,479 shares of EUR 1 (Selskabets aktiekapital udgør EUR 129.627.479 fordelt på 129.627.479 aktier a EUR 1) to The share capital of the Company is EUR 64,813,739.50 divided into 129,627,479 shares of EUR 0.5 (Selskabets aktiekapital udgør EUR 64.813.739,50 fordelt på 129.627.479 aktier a EUR 0,5)
and Article 8.1 from: Each share of EUR 1 shall carry one (1) vote (Hver aktie på EUR 1 giver én stemme) to Each share of EUR 0.5 shall carry one (1) vote (Hver aktie på EUR 0,5 giver én stemme).
9. Company policy on distribution of dividends
Proposal by the board of directors to add the following as a new Article 15.2 of the Articles of Association:
It is the Company’s policy to seek to distribute 30 % of the Company’s annual audited net profits as dividends to shareholders to the extent this is consistent with the Danish Companies Act (Det er Selskabets politik at tilstræbe, at 30 % af Selskabets årlige reviderede resultat udbetales som udbytte til aktionærerne i det omfang dette er foreneligt med Selskabslove).
10. Authorisation to register adopted proposals with the Danish Business Authority
Proposal by the board of directors to authorise the chairman of the meeting with full power of delegation, to register the proposals adopted with the Danish Business Authority and to make such additions, alterations or amendments thereto or therein, including to the Articles of Association, and to take any other action as the Danish Business Authority may require for registration.
11. Any other business
ELABORATION ON SELECTED ITEMS ON THE AGENDA
Re item 8
The Company’s shares are currently being traded below their nominal value of EUR 1. As the Danish Companies Act prohibits subscription of shares below their nominal value, the board of directors proposes to reduce the share capital to maintain financial flexibility. Adoption of the proposal will allow the Company to issue new shares if this becomes necessary and provided the authority of the shareholders is present.
The reduction of the share capital will not dilute any existing shareholdings or impact the number of shares owned by each shareholder.
If the proposal is adopted, the Company’s creditors will receive notice hereof pursuant to the Danish Companies Act and may accordingly submit their claims to the Company within a period of four weeks. Notice to the creditors will be given via the IT-system of the Danish Business Authority. A reduction of the Company’s share capital will first be fully implemented after expiry of the four week notice period, provided that any claims filed and payable have been paid in full and adequate security has been provided upon request for claims not past due or for disputed claims.
SPECIAL ADOPTION REQUIREMENTS
Adoption by the general meeting of the proposal to amend the Company’s Articles of Association (item 8 on the agenda) is subject to the requirement that at least 2/3 of both the votes cast and the voting share capital represented at the general meeting vote in the affirmative, cf. Section 106 of the Danish Companies Act.
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 19 April 2012 (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 their participation to the Company, see Article 8.5 of the Articles of Association. Similarly, the shareholders’ advisor or the shareholders’ proxy’s advisor must give notice of their participation to the Company. A shareholder’s notice of attendance may be given to the Company using the notice of attendance form attached as Appendix 1, which shall be sent, duly completed and signed, to Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark or by e-mail to firstname.lastname@example.org for receipt no later than 23 April 2012, 9:00 a.m. Admission card for attendance will be sent to the address indicated in the form.
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 2, duly signed and dated, to Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark or by e-mail to email@example.com for receipt no later than 23 April 2012, 9:00 a.m. Admission card for the proxy’s attendance will be sent to the address indicated in the form.
You may also submit your votes by post before the date of the meeting. If you wish to vote by post, please fill in and return the postal vote form attached as Appendix 3, duly signed and dated, to Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark or by e-mail to firstname.lastname@example.org for receipt no later than 25 April 2012 4.59 p.m.
Notice of attendance, instrument of proxy and postal vote forms may be downloaded from the Company’s website: www.trigonagri.com.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 129,627,479, divided into shares of EUR 1, cf. Article 3.1 of the Company’s Articles of Association. Pursuant to Article 8.1, each share of EUR 1 carries one (1) vote:
Number of shares: 129,627,479.
Number of votes: 129,627,479
This agenda, which includes the full text of all proposals to be submitted to the general meeting, as well as the audited annual report will be available for inspection by the shareholders as of 4 April 2012 inclusive at the Company’s website: www.trigonagri.com.
The complete, unabridged text of the documents to be submitted to the general meeting, as well as the agenda with the full text of all proposals to be submitted to the general meeting are available at the Company’s website: www.trigonagri.com.
The following information will be made available at the Company’s website: www.trigonagri.com as of 4 April 2012:
1) Notice convening the meeting;
2) The total number of shares and voting rights as at the date of the notice;
3) The documents to be submitted to the general meeting;
4) The agenda and the full text of the proposals; and
5) The forms to be used for voting by proxy and by post.
RIGHT TO INQUIRE
At the general meeting, the management will answer questions from the shareholders on matters of relevance to the assessment of the annual report, the Company’s position, and other questions to be addressed by the meeting.
Shareholders may ask questions in writing about the agenda and the documents to be used for the general meeting. Questions may be sent by post to Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark or by e-mail to klp@kromannreumert. 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.
Copenhagen, 4 April 2012
On behalf of the board of directors of Trigon Agri A/S
Joakim Johan Helenius
Mr. Ülo Adamson, President and CEO of Trigon Agri A/S Tel: +372 66 79200 E-mail: email@example.com
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 main market of NASDAQ OMX Stockholm. 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.
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