DGAP-UK-Regulatory: TRANSOILGROUP AG : Invitation to our 2nd Annual General Meeting of shareholders

TRANSOILGROUP AG   / Announcement of the Results of the General Meeting

07.06.2013 10:04

Dissemination of a UK Regulatory Announcement, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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TRANSOILGROUP INC.

Schönbüelpark 10, CH-9016 St. Gallen

Invitation to our 2nd Annual General Meeting of shareholders 
to be held 

on June 28, 2013, at 14.00 h (2 pm) at our Offices Schönbüelpark 10,
CH-9016 St. Gallen Registrations as from 13.00 h (1 p.m.)

Agenda and proposals of the Board of Directors

1. Approval of the annual report 2012 and the accounts for 2012;
   presentation of the report of our auditors Ernst & Young

Proposal of the Board of Directors: Approval of the annual report and the
annual accounts 2012

2. Use of balance sheet result

Profit 2012                                      CHF 821 007
Profit carried forward                           CHF 170 219
At the disposal of the shareholders' meeting     CHF 991 226

Proposal of the Board of Directors:

Allocation to general reserves       CHF 180 000
Amount to be carried forward to the 
following Business year              CHF 811 226

3. Discharge of the Board of Directors and the Management

   Proposal of the Board of Directors: Discharge.

 
4. Elections

4.1 Board of Directors

Proposal of the Board of Directors: Reelection of Messrs Walter Hediger,
Médard Kammermann, Alexander Krajs and Peter Krempin as Members of the
Board of Directors for another business year until the next ordinary Annual
General Meeting.

Proposal of the Board of Directors: Election of Mr Peter Luggen as Member
of the Board of Directors, fund manager with international Banking
relations, for a business year until the next ordinary Annual General
Meeting.

4.2 Auditors

Proposal of the Board of Directors: Re-election of Ernst &Young AG, Zürich

5. Approval of a Securities Lending Agreement

Proposal of the Board of Directors: Approval of a securities lending
agreement with the two main shareholders. Additional information: the two
main shareholders are prepared to lend to the company ransoilgroup Inc.
shares against payment of an arm's length compensation in order to allow
the company to use those shares during the term of the agreement in
connection with financings and projects. This will
significantly improve the company's options to act.

Documents at the disposal of shareholders

The annual report 2012 and the annual accounts 2012 as well as the Report
of the Auditors are at the disposal for review by shareholders at the
offices of the company, Schönbüelpark10, 9016 St. Gallen, as from June
7,2013, Monday until Friday, from 09.00 h until 17.00 h, and can be ordered
there.

Cards for admission/Voting forms

Shareholders which intend to attend the Annual General Meeting or wish to
be represented may deposit their shares on the day of the General Meeting
with the company or obtain a confirmation of deposit by their bank, which
will serve to receive their card of admission from the company. The
confirmation from the bank has to mention the no. of shares, the ISIN no.
or the no. of the share certificate. The corresponding shares will remain
blocked until the end of the General Meeting.
 
Appointment of proxy

Shareholders that do not intend to attend the General Meeting, can Appoint
another shareholder or a third person, which does not need to be a
shareholder, their bank, the representative of the company or KBT Treuhand
AG Zurich, Zimmergasse 16, P.O. Box 1519, 8032 Zurich, as Independent
representative of the shareholders in the sense of article 689c of the
Swiss Code of Obligations.

The proxy on the card for admission can be obtained from the webside of the
company and has to be filled in, signed and sent to the company or to the
independent representative of the share-holders, at the latest by June 21,
2013.

Without any explicit instructions to the contrary, the representative of
the company as well as the independent representative of shareholders will
vote according to the proposals of the Board of Directors. Shareholders who
sign their power of attorney without indicating a representative and return
it to the company are represented by the representative of the company;
their votes are exercised according to the proposals of the Board of
Directors.

Depository agents, as defined in article 689d of the Swiss Code of
Obligations, are requested to indicate to the company as soon as possible
but in any event by June 28, 2013, 13.45 h, at the latest the number of
shares they represent.

Aperitif

The Members of the Board of Directors are very pleased to invite all
shareholders to join them for Aperitif after the General Meeting.

St. Gallen, June 7, 2013    
    
On behalf of the Board of Directors
Walter Hediger, Chairman 


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