Trigon Agri A/S: Notice to convene Annual General Meeting
TO THE SHAREHOLDERS OF Trigon Agri A/S, central business registration (CVR) no. 29801843
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
Monday 27 April 2015, at 9:30am
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark.
The agenda of the annual general 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 2014 to 31 December 2014, showing a net loss for the Company of EUR 11,143 thousand (EUR 13,301 thousand on group level).
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 2015:
Chairman EUR 0.
Ordinary member EUR 10,000.
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 loss for the Company of EUR 11,143 thousand (EUR 13,301 thousand on group level), recorded in the annual report is carried forward to the next financial year.
6. Appointment of members to the board of directors
Pertti Oskari Laine resigns. The board of directors recommends that Joakim Johan Helenius, Ernst René Anselm Nyberg, Raivo Vare and David Mathew are re-elected to the board of directors for a term of 1 (one) year and that Peter Gæmelke is elected to the board of directors for a term of 1 (one) year.
Ernst René Anselm Nyberg, Raivo Vare, David Mathew, and Peter Gæmelke 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. Mr Helenius is also member of the Supervisory Boards in listed companies AS Skano Group (previously named AS Viisnurk) and AS Trigon Property Development and member of the Management Board in OÜ Helenius Baltic. 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. His former experience includes: holding the position of the CEO of East Office of Finnish Industries (2008-2013) and working at the Foreign Ministry of Finland (1971 – 2008) where he held the following positions: Assistant Secretary General of the Finnish-Soviet Economic Commission, Director for Security Policy, Director for Eastern Affairs, Ambassador of Finland in Berlin, Ambassador of Finland at OSCE, in Vienna, Ambassador of Finland in Moscow. Mr Nyberg was born in 1946 and holds a degree in Political Science from Helsinki University.
Raivo Vare has been a member of the board of directors of the Company since 2012. He is currently owner of Live Nature OÜ, member of the Supervisory Board of AS SmartCap, AS Smart City Group, AS Mainor Ülemiste, 3D Technologies R&D, AS Stehnos Grupp and Member of the Supervisory Council/Board of Directors of AS Superia. His former positions include Minister of State, Minister of Transport and Communications, Development Director and Member of the Management Board of Estonian Railways Ltd, Chief Executive Officer and Member of the Management Board of Pakterminal Ltd, Director and Member of the Management Board of the Bank of Tallinn, Industrial Advisor, EQT Funds Management Ltd., Member of Advisory Board of Norwegian Eastern Europe Group, Member of Transport Industry Task Force of EU-Russia Industrialists’ Round Table, Supervisory Board/Board of Directors member in Trigon Agri Group companies, Supervisory Board/Board of Directors member in Trigon Capital Group companies, Member of Board of Directors/Supervisory Council in several other different companies in telecom, real estate etc.. 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 been a member of the board of directors of the Company since 2012 and 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.
Peter Gæmelke is an independent farmer since 1983 at Røj Farm, Chairman of Danske Spil, Lovenholm Fund, NatureEnergi BioGas A/S, Vice Chairman of University of Copenhagen, board member of Kirkbi A/S, DLR Credit A/S, Tryghedsgruppen, HCP A/S, Jantzen Development A/S, Gl. Estrup Manor House Museum, member of the executive board and central committee of the liberal party of Denmark, Venstre, member of the committee of representatives of Sydbank A/S, Hedeselskabet, the National Bank of Denmark, TryghedsGruppen and the Folk High School of Askov. Mr Gæmelke is also a former Chairman of the Danish Agricultural Organization, former President of the Danish Agricultural Council (1995 – 2009), former member of the Board of the Danish Bacon and Meat Council, the Danish Economy Council, Sydbank, the Local Agricultural Organizations etc. He was born in 1955 and holds a degree in Commerce and Accounting.
7. Appointment of auditor
The board of directors recommends the re-election of PWC Statsautoriseret Revisionsanpartsselskab, Strandvejen 44, 2900 Hellerup as auditors.
8. Any other business
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 20 April 2015 (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 shareholder’s advisor or the shareholder’s proxy’s advisor must give notice of their 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 1, 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 23 April 2015, 11:59pm. 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 VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to firstname.lastname@example.org for receipt no later than 23 April 2015, 11:59pm. 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 VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark or by e-mail to email@example.com for receipt no later than 26 April 2015 4.59pm.
Notice of attendance, 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
The following information is to shareholders who hold their shares through Euroclear Sweden AB (“Euroclear Sweden”).
In order to attend the annual general meeting and exercise your voting rights, you must register your voting rights in the register of shareholders kept by Euroclear Sweden (the “Register of Shareholders”) and complete the proxy 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 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) 20 April 2015.
SHARE CAPITAL AND VOTING RIGHTS
The Company’s share capital is EUR 64,813,739.50, divided into shares of EUR 0.5, cf. Article 3.1 of the Company’s Articles of Association. Pursuant to Article 8.1, each share of EUR 0.5 carries one (1) vote:
Number of shares: 129,627,479.
Number of votes: 129,627,479.
The agenda, with 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 1 April 2015 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 1 April 2015:
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, attn: Mikkel Stig Larsen, Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark or by e-mail to mll@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, 1 April 2015
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: firstname.lastname@example.org
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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