AGROMINO A/S: NOTICE CONVENING THE ANNUAL GENERAL MEETING
The Board of Directors hereby gives notice of the annual general meeting of Agromino A/S, CVR No. 29 80 18 43 (the “Company“) to be held on
28 May 2021, at 13:30 (CEST)
At the office of the law firm Poul Schmith at Kalvebod Brygge 32, 1560 Copenhagen V , Denmark with the following agenda:
1 The Board of Directors’ report on the activities of the Company during the past financial year
The Board of Directors assumes that the report will be duly noted by the general meeting.
2 Adoption of the annual report
The Board of Directors recommends that the the general meeting adopts the annual report.
3 Approval of remuneration for the Board of Directors for the current financial year
The Board of Directors proposes that the general meeting approves the fee to the Board of Directors for the financial year 2021. The Board of Directors proposes that in 2021 the board members receive annual gross amount of EUR 12,000 each and the Chairman will receive annual gross amount of EUR 20,000.
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 general meeting grants discharge of liability to the members of the Board of Directors and the executive board, namely to Petr Krogman, Jan Urban, Jiří Vyskočil, Petr Toman and Rastislav Pagáč.
5 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 result for the financial year 2020 as recorded in the annual report for 2020 is carried forward to the next financial year.
6 Election of members of the Board of Directors and any alternate members of the Board of Directors (provided the term comes to an end)
According to article 10.1 of the articles of association, all members of the Board of Directors elected by the general meeting are elected for a term of one year. The Board of Directors proposes the re-election of Petr Krogman, Jan Urban and Jiří Vyskočil as members of the Board of Directors.
For a description of the qualifications of the nominated candidates, see Appendix 1 to the notice.
7 Appointment of auditor
The Board of Directors proposes the re-election of Beierholm Statsautoriseret Revisionspartnerselskab.
The annual general meeting’s election of the company’s auditor is not restricted by an agreement between the company and a third party which limits the election to certain auditors or auditing firms.
8 Any proposals from the Board of Directors or shareholders
a) Resolution to decrease the value of all shares from EUR 1 to EUR 0.1 and to reduce the share capital in order to cover historical losses
As a consequence of the development of the Company’s share value to a price below EUR 1 per share at the last day of trading at NASDAQ Stockholm, the Board of Directors proposes to decrease the value of all shares from EUR 1 to EUR 0.1 (i.e. in the ratio of 1 existing : 10 new) and simultaneously reduce the share capital from EUR 24,895,123 to EUR 2,489,512.3 (i.e. in the ratio of 1:10) at par value to cover a portion of historical losses. The Board of Directors proposes to reflect the proposed amendment of the nominal value of each share and reduction of the share capital in clause 3.1 of the articles of association.
Updated articles of association reflecting the above proposal are attached as Appendix 2.
b) Resolution to replace the board of directors’ authorisations to increase the share capital
The Board of Directors proposes that the Board of Directors’ current authorisations to increase the share capital set out in clause 4c of the articles of association be cancelled and replaced by a new authorisation to increase the share capital on terms specified below as reflected in the new clause 4c of the articles of association attached as Appendix 2 (specified with compare).
Accordingly, the Board of Directors proposes that the shareholders authorize the Board of Directors to increase the share capital of the Company by way of cash contribution in one or more rounds in the period until 28 May 2022 with a maximum total nominal amount of EUR 5,000,000 at a total subscription price of EUR 12,000,000 (equal to a price of EUR 0,24 per share of nominally EUR 0.1 in any and every such increase) and as follows:
i) The new shares shall be ordinary shares and full payment of the subscription amount is required.
ii) The new shares shall not be subject to any transfer restrictions.
iii) The new shares shall be negotiable instruments and shall be registered in the name of the holder. The new shares shall have the same rights as Agromino’s existing shares.
iv) The subscription of new shares takes place with pre-emption rights for existing shareholders.
v) The remaining terms and conditions for the capital increases shall be determined by the Board of Directors at its discretion in connection with the board’s utilization of the authority, including, for the avoidance of doubt, the handling of any shares not subscribed for by utilisation of the pre-emption rights and/or distribution of shares in case of oversubscription.
vi) The Board of Directors shall be authorised to carry out the necessary changes in the Company’s articles of association resulting from the utilization of the authorisation.
The Board of Directors proposes to insert the proposed authorization in article 4c of the articles of association. Updated articles of association reflecting the proposal is attached as Appendix 2.
9 Any other business
Registration, admission and proxy 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 21 May 2021 (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 his or her 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 his or her 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 3, which shall be sent, duly completed and signed, to the Company by e-mail to email@example.com marked “AGM” for receipt no later than Monday 24 May 2021, at 11:59pm (CEST). The admission card for attendance will be sent to the address indicated in the form.
Representation by proxy
If you are prevented from attending the general meeting, you may appoint a proxy, including the Board of Directors, to cast the votes carried by your shares.
If you wish to appoint a proxy, please forward an instrument of proxy to the Company by e-mail to firstname.lastname@example.org marked “AGM” for receipt no later than Monday 24 May 2021, at 11:59pm (CEST). The admission card for the proxy’s attendance will be sent to the address indicated in the proxy.
This notice, including the agenda and the full text of the proposed resolutions, the proposed updated articles of association (post AGM) and the notice of attendance form will be sent by email on 13 May 2021 to the registered shareholders who have registered their email addresses with Agromino A/S in accordance with article 16.3 of the articles of association.
The following information will be made available at the Company’s website, www.agromino.com as of 13 May 2021:
- Notice convening the meeting, including agenda and the full text of the proposals;
- The documents to be submitted to the general meeting, including the proposed updated articles of association (post AGM); and
- The forms to be used for giving notice of attendance
The general meeting will be conducted in English in accordance with article 9.4 of the Company’s articles of association.
Copenhagen, 13 May 2021
On behalf of the Board of Directors of Agromino A/S
Mr. Petr Krogman, Chairman of Board of Directors of Agromino A/S, E-mail: email@example.com
Agromino is an integrated soft commodities production, storage and trading company with operations in Ukraine, Russia and Estonia. Agromino´s shares are traded on the main market of Nasdaq Stockholm.
For subscription to Company announcements please contact us: firstname.lastname@example.org
If you do not want to receive Agromino press releases automatically in the future please send an e-mail to the following address: email@example.com.
The information was submitted for publication at 11:00 CEST on 13 May 2021.