NOTICE OF ANNUAL GENERAL MEETING OF TRIGON AGRI A/S 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 annual general meeting of Trigon Agri A/S to be held on Friday, 24 April 2009, at 10:00 am at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark. The agenda of the meeting is as follows: 1. Directors' report on the activities of the Company during the past financial year 2. Adoption of the audited annual report The board of directors recommends the adoption of the audited annual report. 3. Resolution to release the board of directors and management of its responsibilities in respect of item 2 (in Danish: decharge) The board of directors recommends that the board of directors and the management be released from liability in respect of item 2. 4. 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 net loss recorded in the annual report adopted by the general meeting is carried forward to the next year. 5. Appointment of members of the supervisory board The board of directors recommends that Joakim Johan Helenius, Pertti Oskari Laine, Erkki Myllärniemi, René Nyberg and Henrik Therman are re-elected as members of the supervisory board. (The supervisory board will convene to appoint the board of directors immediately after the general meeting.) 6. Appointment of auditor The board of directors recommends that PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab, Rønnebærvej 1, 7400 Herning be re-elected as auditors. 7. Change of address of the Company's manager of the register of shareholders. VP Investor Services' new address is Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S. The new address requires an amendment to the Articles of Association. It is therefore proposed to amend Article 5.2 of the Articles of Association to the following: The Company's register of shareholders shall be managed by VP Investor Services A/S (VP Services A/S), Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, which, on behalf of the Company, has been selected as manager of the Company's register of shareholders. 8. Amendment of the English translation of Article 8.2, no. 3 of the Articles of Association in order to obtain a more accurate English translation of the Danish legal term decharge. It is proposed to amend the English translation of Article 8.2, no. 3 of the Articles of Association to the following: Resolution to release the board of directors and the management from liability in respect of item 2 (in Danish: decharge) The proposed amendment is strictly for information purposes and does not affect the legal meaning of the article. SPECIAL VOTING REQUIREMENTS None. 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 no later than by 19 April 2009. 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. Admission cards shall be issued to anyone who is registered as a shareholder in the Company's register of shareholders. Any shareholder who is not so registered shall document his shareholding by means of a statement of account which is not more than five days old issued by VP Securities Services or the account-holding bank (custodian bank) and shall at the same time issue a written statement to the effect that after the date of issue of the statement of account the shareholder has not sold the shares and does not intend to do so before the general meeting has been held. 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 24 April 2009 at 10:00 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, and the annual report 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 16 April 2009 to 24 April 2009 inclusive and will also be available on the website of the Company: http://www.trigonagri.com. Copenhagen, 8 April 2009 Trigon Agri A/S Ülo Adamson Kaupo Ojavee Margus Lutsoja For further information please contact: Mr. Ülo Adamson, Chairman of the Board of Directors of Trigon Agri A/S Tel: +372 66 79 200 E-mail: mail@trigonagri.com The Company's Certified Advisor is SEB Enskilda. About Trigon Agri A/S Trigon Agri A/S is an integrated leading cereal and dairy commodities company with operations in Ukraine, Russia and Estonia. Trigon Agri A/S shares are traded at the First North stock exchange in Stockholm, an alternative market place of the OMX Nordic Exchange. Trigon Agri A/S is managed under an advisory agreement by AS Trigon Capital, a leading Central and Eastern European investment and corporate advisory firm with more than USD 1 billion of discretionary assets under management. Annex 1 to notice of the annual general meeting of Trigon Agri A/S ("the Company") to be held on 24 April 2009: ADMISSION CARD ORDER FORM I wish to attend the annual general meeting of the Company on 24 April 2009. Name Company reg. no. (CVR) / civil reg. no. (CPR) Address: Postal code and city Country and will be accompanied by my adviser: (name). Date: / 2009 _________________________ (Signature) Name: Title: The form must be received by Kromann Reumert, attn: Kasper Hviid Friis, Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark or by e-mail to khf@kromannreumert.com, no later than 19 April 2009. Annex 2 to notice of the annual general meeting of Trigon Agri A/S ("the Company") to be held on 24 April 2009: Annex 2 to notice of the annual general meeting of Trigon Agri A/S ("the Company") to be held on 24 April 2009: 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 24 April 2009. Below, I/we have indicated how I/we wish the votes to be cast, and I/we hereby authorize and instruct 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 2. Adoption of the audited annual report 3. Resolution to release the board of directors and management of its liability in respect of item 2 4. 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 net loss recorded in the annual report adopted by the general meeting is carried forward to the next year. 5. Appointment of members of the supervisory board The board of directors recommends that Joakim Johan Helenius, Pertti Oskari Laine, Erkki Myllärniemi, René Nyberg og Henrik Therman are re-elected as members of the supervisory board. 6. Appointment of auditor The board of directors recommends that PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab, Rønnebærvej 1, 7400 Herning be re-elected as auditors. 7. Changes to the Articles of Association (new address of VP Investor Services A/S) 8. Changes to Articles of Association (amendment of the English translation of the Danish term decharge for information purposes) Date: / 2009 _________________________ (Signature) Name: Title: The form must be received by Kromann Reumert, attn: Kasper Hviid Friis, Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark, or by e-mail to khf@kromannreumert.com, no later than 24 April 2009 at 10:00 am.
NOTICE OF ANNUAL GENERAL MEETING OF TRIGON AGRI A/S TO THE SHAREHOLDERS OF TRIGON AGRI A/S, CVR.NO.29801843
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