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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 to be held on
Thursday 28 April 2011, at 10:00 a.m.
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark.
The agenda 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 2010 to 31 December 2010, showing a net loss of EUR 7,723,000 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 2011:
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 recommends that the result of the year, the net loss of EUR 7,723,000, recorded in the annual report is carried forward to the next financial year.
6. Appointment of members to the board of directors
The board of directors recommends that Joakim Johan Helenius, Pertti Oskari Laine, Ernst René Anselm Nyberg, Ilkka Salonen and Erkki Myllärniemi are re-elected to the board of directors for a term of 1 (one) year.
Ernst René Anselm Nyberg, Ilkka Salonen, and Erkki Myllärniemi 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 Baltic Property. 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 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 the Chairman of the Board of Veikko Laine Ltd, Länsiauto Ltd and United Bankers Ltd. Mr Laine was born in 1941 and holds a degree in Economics from Helsinki School of Economics
Ilkka Salonen has been a member of the board of directors of the Company since 2010, and is also member of the Board in SRV Oy, Garmoshka Oy, and Septem Partners Oy. Mr Salonen was born in 1955 and holds a degree in Political Science (Economics) from the University of Helsinki.
Erkki Myllärniemi has been a member of the board of directors of the Company since 2007, and is also the main partner and Managing Director of Ulkomarkkinat Oy as well as member of the board in Thomeko Ltd, Multivac Oy, Prius Oy, and A-Paberit Oy. Mr Myllärniemi was born in 1949 and holds a degree in Finance and Accounting from Helsinki School of Economics.
7. Appointment of auditor
The board of directors recommends the re-election of PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab, Strandvejen 44, 2900 Hellerup as auditors.
8. 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 amendments to Articles 4.9 and 4.11 are proposed in order to correct the references in Articles 4.9 and 4.11 to other Articles.
Pursuant to Section 138(1) of the Danish Annual Accounts Act, the Company's annual report shall be submitted and received by the Danish Commerce and Companies Agency no later than by the end of April as the Company's shares are listed on NASDAQ OMX Stockholm. An amendment to Article 6.2 is proposed in accordance with this provision.
9. Any other business
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
Registration date
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 April 2011 (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
[email protected] for receipt no later than 26 April 2011, 9:00 a.m. Admission card for attendance
will be sent to the address indicated in the form.
Proxy
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 protected] for receipt no later than 26 April 2011, 9:00 a.m. Admission card for the proxy's attendance will be sent to the address indicated in the form.
Postal vote
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
[email protected] for receipt no later than 27 April 2011 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 ofEUR 1, cf. Article 3.1 of the Company's Articles of Association. Pursuant to Article 8.1, each share ofEUR 1 carries one (1) vote:
Number of shares: 129,627,479.
Number of votes: 129,627,479.
agenda etc.
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 6 April 2011 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 6 April 2011:
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 [email protected] 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, 6 April 2011
On behalf of the board of directors of Trigon Agri A/S
Joakim Johan Helenius
Chairman
Investor enquiries:
Mr. Ülo Adamson, President of Trigon Agri A/S
Tel: +372 66 79200
E-mail: [email protected]
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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