Extraordinary General Meeting of A/S Trigon Agri
TO THE SHAREHOLDERS OF TRIGON AGRI A/S, CVR.NO. 29801843
According to article 7.4 of the Articles of Association, notice is hereby given
of the extraordinary general meeting of Trigon Agri A/S to be held on
Monday, 17 March 2008, at 9.00 am
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark.
The agenda of the meeting is as follows:
1. Authorisation of the board of directors - without any pre-emption rights for
the shareholders of the company - to increase the share capital of the company
with up to a number of 175,000,000 shares.
The authorisation of the board of directors to increase the share capital is
proposed in order to enable the Trigon Agri Group to finance the expansion of
its business in Russia, Ukraine and Estonia.
The authorization requires an amendment to the Articles of Association. It is
therefore proposed to add the following new article 5.8 to the Articles of
Association:"The Board of Directors may resolve to increase the share capital by offering up
to a number of 175,000,000 new shares. Such increase may be effected either
gradually or at once.
The power of the directors to increase the share capital shall be in force until
the end of 2012.
The new shares shall be negotiable instruments. The negotiability of the new
shares shall be subject to no restrictions. The board of directors may decide
that the existing shareholders shall have no or only a partial right of
pre-emption and that it shall be possible to increase the share capital either
wholly or partly by other means than cash payment."
2. Proposed resolution - without any pre-emption right for the shareholders of
the company - to authorise the board of directors to issue warrants entitling AS
Trigon Agri Advisors, a wholly-owned subsidiary of AS Trigon Capital, to
subscribe for shares in the company for up to 25 % of the offering mentioned in
item 1, and decision on the share capital increases relating to the warrants.
Trigon Agri Advisors advises Trigon Agri under the advisory agreement of 2008.
The previous advisor under the advisory agreement was Trigon Capital. The
advisory agreement has
been assigned to Trigon Agri Advisors.
Each warrant entitles Trigon Agri Advisors to subscribe for one share in the
company at the same subscription price as what will be used in the increase of
share capital referred to under (1) above. The warrants can be exercised only
when specified performance targets relating to the Company's share price have
been fulfilled. The terms and conditions of the warrants are provided in the
proposed Schedule 2 to the Company's Articles of Association, which are
disclosed with the complete proposals.
In consequence of the proposal, a resolution will be proposed to add the
following new article 5.9 to the Articles of Association of the company:"5.9
The board of directors is authorised to issue warrants entitling Trigon Agri
Advisors to subscribe for shares in the company for up to 25 % of the amount
mentioned in article 5.8 of the articles of association, i.e. 43,750,000 shares.
The authorisation shall be effective until the end of 2012. The shareholders of
the company shall have no pre-emption right in connection with the issue of
warrants according to this authority, as the warrants shall be issued in favour
of Trigon Agri Advisors.
The warrants shall entitle the holder to subscribe for shares at subscription
price in the offering in 2008. The terms of the issue of these warrants are
described in Appendix 2.
5.10
The board of directors is authorised, in the period until the end of 2012, to
increase the share capital of the company by up to a number of 43,750,000 shares
in the company. The capital increases shall be implemented by cash payment when
the warrants are exercised. The general adjustments mechanisms in Appendix 2,
clause 4.1 may, however, lead to a larger nominal amount which is covered by
this authority. The shareholders of the company shall have no pre-emption right
to shares issued through the exercise of warrants.
Shares, which are subscribed for through the exercise of warrants, shall be
negotiable instruments. No new shareholder shall be under an obligation to
redeem his shares. The negotiability of the new shares shall not be subject to
restrictions. No new share shall carry any special rights. If the rights carried
by the shares have been changed in general in the company prior to the exercise
of the warrants, the new shares shall, however, carry the same rights as the
other shares of the company at the time of the exercise. The board of directors
shall determine the specific terms of the capital increases implemented
according to the authority."
3. Election of supervisory board members and alternate supervisory board
members.
The board of directors recommends that Mr Rene Nyberg and Mr. Henrik Therman be
elected as supervisory board members and that Mr Erik Hartwall be elected as
alternate to Mr Henrik Therman.
SPECIAL VOTING REQUIREMENTS
Adoption by the general meeting of proposal to authorise the board of directors
to increase the share capital with up to a number of 175,000,000 shares (item 1
on the agenda) is subject to the requirement that at least two-thirds of the
votes cast as well as the voting share capital represented at the general
meeting vote in the affirmative, cf. section 78 of the Danish Companies Act.
Adoption by the general meeting of proposal to authorise the board to issue
warrants entitling AS Trigon Capital to subscribe for up to a number of
43,750,000 shares in the company (item 2 of the agenda) is subject to the
requirement that at least nine-tenths of the votes cast as well as the voting
share capital represented at the general meeting vote in the affirmative, cf.
section 79 of the Danish Companies Act.
ADMISSION CARD AND PROXY
According to article 9.4 of the Articles of Association, shareholders wishing to
attend the general meeting shall have an admission card. Admission cards for the
general meeting may be ordered by completing and signing the form attached as
Annex 1 and sending it to Kromann Reumert, who shall receive it by 12 March
2008. Prior to the general meeting, the admission cards ordered will be sent to
the address recorded in the register of shareholders of the Company or the
address indicated in the form.
If you are prevented from attending the general meeting, the board of directors
asks to receive a proxy to cast the votes carried by your shares. If you agree
to attend the general meeting by proxy, we kindly ask you to sign and date the
instrument of proxy attached as Annex 2 and return it to the Company, who shall
receive it by 17 March at 9.00 am.
Admission card and proxy order forms may be downloaded from the website of the
Company: http://www.trigonagri.com
AGENDA ETC.
The agenda, including the complete proposals to be considered at the general
meeting, will be made available at the registered office of the Company, c/o
Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark, for inspection by
the shareholders, on all business days at 9-16 as of 10 March 2008 to 17 March
2008 inclusive and will also be available on the website of the Company:
http://www.trigonagri.com.
Copenhagen, 7 March 2008
Trigon Agri A/S
Kaupo Ojavee Ülo Adamson
For further information please contact:
Mr. Ülo Adamson, Chairman of the Board of Directors of A/S Trigon Agri
Tel: +372 66 79 200
E-mail: mail@trigonagri.com
The Company's Certified Advisor is SEB Enskilda.
About A/S Trigon Agri
Trigon Agri A/S is a Danish agri-business investment company, investing in
cereals and dairy farms in Ukraine, Russia and Estonia. Trigon Agri shares are
traded at the First North stock ex-change in Stockholm, an alternative market
place part of the OMX Nordic Exchange. Trigon Agri is managed under an advisory
agreement by AS Trigon Capital, a leading Central and Eastern European
investment and corporate advisory firm managing over USD 1 billion in
discretionary assets.
Annex 1 to notice of the annual general meeting of Trigon Agri A/S ("the
Company") to be held on 17 March 2008:
ADMISSION CARD ORDER FORM
I wish to attend the annual general meeting of the Company on 17 March 2008.
Name
Company reg. no. (CVR) / civil reg. no. (CPR)
Address:
Postal code and city
Country
and will be accompanied by my adviser:
(name).
Date: / 2008
_________________________
(Signature)
Name:
Title:
The form must be received by Kromann Reumert, attn: Rikke Krener-Mortensen,
Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark, no later than 12 March 2008.
Annex 2 to notice of the annual general meeting of Trigon Agri A/S ("the
Company") to be held on 17 March 2008:
INSTRUMENT OF PROXY
I/We,
Name
Company reg. no. (CVR) / civil reg. no. (CPR)
Address:
Postal code and city
Country
hereby authorise the board of directors of the Company to appear, with full
power of delegation, for me/us and exercise the voting rights relating to
my/our shares, nominally EUR , at the annual general
meeting of the Company to be held on 17 March 2008.
Below, I/we have indicated how I/we wish the votes to be cast, and I/we hereby
authorize and in-struct the board of directors to vote accordingly. I/we accept
that any failure to complete a box will entitle the board of directors to vote
or abstain from voting at its own discretion.
The agenda of the annual general meeting:
Items on the agenda For Against
1. Authorisation of the board of directors - without any pre-emption right for
the shareholders of the company - to increase the share capital of the company
with up to a number of 175,000,000 shares.
2. Authorisation of the board of directors - without any pre-emption right
for the shareholders of the company - to issue warrants entitling Trigon Agri
Advisors to subscribe for up to a number of 43,750,000 shares in the Company,
and decision on the share capital in-creases relating to the warrants.
3. Election of Mr Rene Nyberg and Mr. Henrik Therman as supervisory board
members and of Mr Erik Hartwall as alternate to Mr Henrik Therman.
Date: / 2008
_________________________
(Signature)
Name:
Title:
The form must be received by Kromann Reumert, attn: Rikke Krener-Mortensen,
Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark, no later than 17 March 2008 at
9.00 am.
6. March 2008
APPENDIX NO. 2 TO THE ARTICLES OF ASSOCIATION OF TRIGON AGRI A/S
The terms governing the granting of warrants (subscription rights), see Articles
5.8 of the Articles of Association, are as follows:
1. GRANTING OF WARRANTS
1.1 The right to subscribe for the warrants shall vest with AS Trigon Agri
Advisors (un-der establishment) (Estonia), cf. 5.1.
1.2 The holder of the subscription right may subscribe for (X) warrants in
total equiva-lent to 25 % of the share increase pursuant to the Articles of
Association, Article 5.8. Each warrant shall entitle the holder to subscribe for
one share in the Company of a nominal value of EUR 1. The subscription price per
share shall be equivalent to the subscription price of the share increase
pursuant to the Articles of Association, Article 5.8.
1.3 No consideration shall be payable for the warrants as the warrants are
granted un-der an advisory agreement.
2. EXERCISE OF WARRANTS
2.1 The warrants may be exercised in the following periods, (A) 30 April to 31
October 2011 up to a number of warrants equivalent to 25 % of (X), (B) 30 April
to 31 Octo-ber 2012 up to a number of warrants equivalent to 25 % of (X), and
(C) 30 April to 31 October 2013 up to a number of warrants equivalent to 50 % of
(X) in two sepa-rate tranches (C-I) of a number of warrants equivalent to 25 %
of (X) and (C-II) of a number of warrants equivalent to 25 % of (X).
Exercise of the tranche in (A) is subject to the condition of Shareholder Return
ex-ceeding more than 152 % of the subscription price, see Article 1.2, on 20
trading days in (A). The tranche in (B) and the two tranches in (C) are
accordingly subject to the said condition, the Shareholder Return exceeding more
than 175 % in (B), 201 % in (C-I) and 249 % (C-II) in all cases of the
subscription price, see Article 1.2.
If a direct or indirect acquirer of shares in the Company is obliged to offer
all of the shareholders in the Company the option to dispose of their shares on
identical terms, then all outstanding warrants shall be exercisable in a period
(D) of 6 months from the day when the board of directors of the company became
aware of this obli-gation.
2.2 Shareholder Return on a trading day shall be calculated as the sum of (i)
the final price as a weighted average of all trades on that day, and (ii) the
value of all distri-butions to the shareholders of the Company, including
dividends, buy back of shares and capital decrease, with the deduction of the
gross amount of dividend tax with-held by the Company, divided by the total
number of shares in the Company.
If exercise cannot take place in (A) due to the condition on Shareholder Return
not being fulfilled, the tranche in (B) shall be increased by a number of
warrants equiva-lent to 25 % of (X). If exercise accordingly cannot take place
in (B), the (C-I) 201 % tranche shall be increased by a number of warrants
equivalent to 25 % of (X), if the condition on Shareholder Return is not
fulfilled in (A), and by a number of war-rants equivalent to 50 % of (X)
respectively, if the condition on Shareholder Return is not fulfilled in (A) and
(B).
If a direct or indirect acquirer of shares in the Company is obliged to offer
all of the shareholders in the Company the option to dispose of their shares on
identical terms, then all outstanding warrants shall be exercisable in a period
(D) of 6 months from the day when the board of directors of the Company became
aware of the obli-gation. Exercise is subject to the condition that the final
price of the shares, weighted average of all trades, on 20 trading days in the
exercise period exceeds the subscription price, see Article 1.2, with the
addition of 15 % p.a. (compound in-terest on the basis of 12 months) from 30
April 2008 until the date of receipt by the Company of an exercise form, see
Article 2.4.
2.3 The warrants may be exercised in whole or in part, subject to a minimum
exercise of 100,000 warrants per subscription.
2.4 Warrants may be exercised by completing and signing a form drawn up by the
Com-pany and forwarding it to the Company's address by telefax or registered
mail. Payment for the shares subscribed for shall be made in cash to the
Company's ac-count not later than 14 days after the Company's receipt of the
above form.
2.5 If the form is not received as provided for in Articles 2.1-2.2, or payment
is late, the warrants shall be deemed unexercised, and any notice of exercise of
warrants on the basis of the form shall be deemed not given. The Company shall
return any amount paid as soon as possible.
2.6 The exercise of warrants shall be subject to the holder of the warrant
having opened a custody account to be approved by the Company, to which the
shares subscribed for may be transferred. All costs pertaining to the custody
account shall be paid by the holder of the warrant.
2.7 The Company shall register the capital increase with the Danish Commerce
and Companies Agency without delay, and shall as soon as possible after such
registra-tion transfer the shares subscribed for to the custody account of the
holder of the subscription right, see Article 2.6, as specified in the form
drawn up by the Com-pany, see Article 2.4.
2.8 In addition, shares subscribed for by the exercise of warrants shall be
subject to the following conditions:
that the maximum nominal amount of the capital increase effected by the issue of
shares based on the warrants shall be EUR 43,750,000, and the minimum nominal
amount shall be EUR 100,000;
that pre-emption right applying to the existing shares shall also apply have no
pre-emption right to the new shares;
that the new shares shall be negotiable instruments;
that the new shares shall be listed or admitted for trade as dematerialized
shares, shall be registered with a securities centre and shall be bearer shares;
that the new shares shall be recorded in the Company's register of shareholders;
that the pre-emption right applying to the existing shares shall also apply to
the new shares in connection with future capital increases;
that the new shares shall confer upon the holder the right to receive dividend
upon decision and other rights in the Company from the date of registration of
the capital increase;
that if any changes have been made to the rights of the shares in respect of
which the warrants may be exercised before the warrants are exercised, see the
Company's Articles of Association, the new shares shall carry the same rights as
the existing shares at the time of the exercise;
that the new shares shall be issued in denominations of EUR 1; and
that if the nominal amount of the shares in respect of which the warrants may be
exercised is changed before the warrants are exercised, the nominal amount of
the new shares shall be changed accordingly.
3. EXPIRY OF THE WARRANTS
3.1 Any warrants that remain unexercised during the exercise periods (A), (B)
or (C), see Article 2.1 shall expire upon expiry of (C). Any warrants that
remain unexer-cised during the exercise period (D), see Article 2.1 shall
survive the expiry of (D) and may be exercised either in periods (A), (B) or (C)
or if a new exercise period (D) occurs.
4. LEGAL POSITION UPON MERGER, DEMERGER, ETC.
4.1 If the share capital of the Company is increased by a bonus issue or an
issue of shares at a subscription price that is lower than the market value of
such shares, or if the nominal value of the shares is altered, the number of
warrants that remain unexercised at the time of the resolution on the bonus
issue or capital increase and/or the exercise price shall be adjusted to the
effect that any unexercised war-rants shall represent the same value as
immediately before the resolution. Apart from the adjustment to the number of
warrants, all other rights and obligations of the holders of the warrants shall
remain unaltered. No other change in the Com-pany's capital, nor any issuance
of convertible debt instruments, options or war-rants, nor any dissolution,
including dissolution by merger or demerger, shall entitle the holders of
warrants to require adjustment to the number of warrants out-standing.
4.2 Any adjustment of the number of warrants and/or of the exercise price, cf.
Article 4.1 above, shall be made by the Company's state-authorized public
accountant.
5. RESTRICTIONS
5.1 The warrants shall be non-transferable, except for transfers to (i) any
Associate of AS Trigon Agri Advisors; (ii) any person employed by or in the
service of AS Trigon Agri Advisors or any of its Affiliates and, at the time of
the transfer resolution, tak-ing part in provision of services under an advisory
agreement with the Company; and (iii) any company or entity controlled by any
person referred to in (ii).
5.2 The warrants may not be made subject to any debt enforcement or any other
en-forcement proceedings.
5.3 The warrants may not be charged to any third party.
5.4 The Company may suspend the right to exercise the warrants for any period
if deemed necessary by the Company to comply with any statute or delegated
legisla-tion, including in respect of securities trading.
6. COSTS
6.1 The Company shall pay all costs relating to the issue of the warrants and
the subse-quent exercise thereof, cf. however Article 2.6. The costs to be paid
by the Com-pany are estimated at EUR 10,000.
7. DISPUTES
7.1 Any dispute arising out of or in connection with these terms governing the
warrants shall be settled by arbitration in accordance with the "Rules of
Arbitration Procedure of the Danish Institute of Arbitration". The arbitrators
shall be appointed by the In-stitute under these rules. The dispute shall be
settled in accordance with Danish law, and the language of the arbitration
proceedings shall be English.
