Passing of Agromino A/S’ (previously Trigon Agri A/S) Annual General Meeting
On Thursday, 20 April 2017, the annual general meeting of Agromino A/S was held at Plesner, Amerika Plads 37, DK-2100 Copenhagen Ø.
The Board of Directors’ report on the activities of the Company during the financial year 2016 was approved, ref. item 1 on the agenda.
The audited annual report for the financial year 2016 showing a net loss for the EUR 25,079,000 was approved, ref. item 2 on the agenda.
The proposed remuneration for the financial year 2017 in the amount of EUR 30,000 (net) for the Chairman of the Board of Directors and EUR 10,000 (net) for each of the Board Members was approved, ref. item 3 on the agenda.
The general meeting granted discharge of liability to the members of the Board of Directors and the Executive Board, ref. item 4 on the agenda.
It was decided that the result of the year, the net loss of EUR 25,079,000, recorded in the annual report was carried forward to the next financial year, ref. item 5 on the agenda.
Johannes Bertorp and Jens Bruno were re-elected to the Board of Directors for a term of 1 (one) year and Martin Rosenmejer was elected to the Board of Directors for a term of 1 (one) year. Peter Gæmelke and David Mathew resigned as they had notified the Board of Directors that they would not stand for re-election.
Following the resolution, the Board of Directors consists of the following members elected by the general meeting:
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, Strandvejen 44, 2900 Hellerup was re-elected as auditor of the Company, ref. item 7 on the agenda.
The proposal to increase the share capital of the Company by nominally EUR 0.29 (equal to 29 shares of each EUR 0.01), to be issued to Johannes Bertorp at a price of EUR 1 per share, with the single purpose of increasing the outstanding amount of shares from 1,742,131,271 to 1,742,131,300 shares (an amount divisible by 100, as per item 8.b on the agenda), ref. item 8.a on the agenda, was
approved and the shares were subscribed for by Johannes Bertorp. The new shares will be issued and admitted to trading as soon as possible.
The proposal to increase the nominal value of each share from EUR 0.01 to EUR 1.00 (reverse share split) of all of Agromino A/S’ shares, ref. item 8.b on the agenda, was approved. A separate press release will be sent out shortly with detailed information about the reverse share split process.
The proposal to repeal the expired authorization to issue warrants, ref. item 8.c on the agenda, was approved.
The proposal to adopt general guidelines for incentive-based remuneration for the Company’s management, ref. tem 8.f on the agenda, was approved.
The proposal to authorize the board of directors to issue warrants to executive board members and other key employees to subscribe for an aggregate of up to 101,469,500 warrants (such number to be adjusted to 1,014,695 upon completion of the reverse share split), ref. item 8.d on the agenda, was approved.
With respect to the proposal to authorize the board of directors, ref. item 8.e of the agenda, to (i) increase the share capital of the Company by way of cash contribution or by way of conversion of debt in one or more rounds in the period until 20 April 2022 with a maximum nominal amount of EUR 2,000,000 (approximately 15% post-issue dilution of the outstanding number of shares) at market price without pre-emptive rights for the existing shareholders, (ii) increase the share capital of the Company by way of cash contribution in one or more rounds in the period until 20 April 2022 with a maximum nominal amount of EUR 2,000,000 at market price with pre-emptive rights for the existing shareholders, and (iii) increase the share capital of the Company by way of cash contribution or by way of conversion of debt in one or more rounds in the period until 20 April 2022 with a maximum nominal amount of EUR 2,000,000 at a price below market price with pre-emptive rights for the existing shareholders and with the total aggregate nominal amount of the capital increase(s) carried out by the board of directors pursuant to these authorizations not to exceed EUR 2,000,000, an amendment proposal was made by the Board of Directors to the effect that in respect of (i) and (ii) above, the authorization shall include also capital increase by way of contribution in kind. The amended proposal was adopted.
The proposal to change the name of the Company to “Agromino A/S” and to retain the name “Trigon Agri A/S” as a secondary name, ref. item 8.g on the agenda, was approved. The name change will be effected as soon as possible.
The proposal to change the eligible venues of the Company’s general meeting to the Greater Copenhagen area, the Greater Tallinn area and the Greater Stockholm area, ref. item 8.h on the agenda, was approved.
Mr. Simon Boughton, CEO of Agromino A/S
Tel: +372 6191 500
Agromino is an integrated soft commodities production, storage and trading company with operations in Ukraine, Russia and Estonia. Agromino shares are traded on the main market of Nasdaq Stockholm.
This information is information that Agromino 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 15:30 CET on 20 April 2017.