The Board of Directors hereby gives notice of an extraordinary general meeting
of Trigon Agri A/S (the “Company”) CVR No. 29 80 18 43, to be held on
Friday, 4 March 2016, at 1 pm (CET)
at Gorrissen Federspiel, H.C. Andersens Boulevard 12, DK-1553 Copenhagen V with
the following
AGENDA
1. The Board of Directors’ report on the financial position of the
Company.
2. Proposal to reduce the Company’s share capital by nominally EUR
63,517,464.71 from nominally EUR 64,813,739.50 to nominally EUR 1,296,274.79 to
cover losses, by way of decreasing the nominal value of each share from EUR 0.5
to EUR 0.01.
The Board of Directors proposes to reduce the Company's share capital by
nominally EUR -63,517,464.71 from nominally EUR 64,813,739.50 to nominally EUR
1,296,274.79 to cover losses by way of decreasing the nominal value of each
share from EUR 0.5 to EUR 0.01.
The capital decrease is carried out by reducing the nominal value of the shares
from EUR 0.5 to EUR 0.01. Thus, the number of shares and number of votes per
share are not changed.
If the resolution to reduce the Company's share capital is adopted, the Board of
Directors proposes to amend Article 3.1 of the Articles of Association of the
Company as follows:
“The share capital of the Company is EUR 1,296,274.79 divided into 129,627,479
shares of EUR 0.01.”
In addition, the Board of Directors proposes to amend Article 8.1 of the
Articles of Association of the Company as follows:
“Each share of EUR 0.01 shall carry one (1) vote.”
3. Proposal to change the Company’s shares from bearer shares to shares
registered in the name of the holder.
The Board of Directors proposes to amend the Articles of Association to the
effect that the Company’s shares be changed from being bearer shares to being
shares registered in the name of the holder.
If the resolution to change from bearer shares to shares registered in the name
of the holder is adopted, the Board of Directors proposes to amend Article 4.1
of the Articles of Association of the Company as follows:
“The shares shall be admitted to listing or trading on a regulated market or on
a Nasdaq First North market place as dematerialised securities. The shares shall
be registered with VP Securities A/S in Denmark and be issued in the name of the
holder.”
4. Proposal regarding proxies to be used at general meetings.
The Board of Directors proposes that the last sentence of Article 8.2 of the
Articles of Association is deleted as a consequence of an amendment of the
Danish Companies Act.
The last sentence of Article 8.2 of the Articles of Association, which is
proposed deleted, has the following wording:
“However, proxy instruments issued to the board of directors shall be valid only
for one particular general meeting for which the agenda is known in advance, and
may not be given for more than one year.”
5. Proposal to delete Articles 4.6 – 4.11 of the Articles of Association.
The Board of Directors proposes to delete Articles 4.6 – 4.11 of the Articles of
Association, including appendix 1 and appendix 2, as the authorisations granted
to the Board of Directors to issue warrants and the exercise period of any such
warrants have expired.
6. Proposal to authorise the Board of Directors until 1 December 2016 to
issue convertible bonds without pre-emptive right for existing shareholders.
The Board of Directors proposes that the Board of Directors until 1 December
2016 is authorised in one or more issues to obtain one or more loans with an
aggregate face value of minimum EUR 3,000,000 and up to an aggregate face value
of EUR 6,000,000 against issuance of bonds, which give the lender right to
convert his/her loan into shares in the Company (“convertible bonds”). The
convertible bonds shall be issued at market price which can be below par value
of the convertible bonds. The Board of Directors proposes that the Board of
Directors at the same time is authorised to carry out the related share capital
increase with a maximum nominal amount of EUR 1,950,000 by issuing up to
195,000,000 new additional shares.
The Company continues carrying out its strategy of disposing non-core assets and
to focus on its consistently profitable core Ukrainian assets. The strategy is
being executed in a very challenging market. The proposal of issuance of
convertible bonds is made to ensure adequate working capital for the Company at
least to cover the period leading up to the harvest.
For the authorisation to issue convertible bonds, the following must apply:
that the authorisation to the Board of Directors concerns issuance of
convertible bonds at market price to be determined by the Board of Directors at
the time of the issue of the convertible bonds. In determining the market price
for the convertible bonds, the Board of Directors may take into account the
market price for the bonds already issued by the Company, the liquidity of the
bonds and the movements in the bond prices over a period, as the Board of
Directors considers relevant, as well as the terms of the convertible bonds and
other considerations as the Board of Directors deems relevant;
that the convertible bonds shall be negotiable instruments and freely
transferable;
that the minimum face value subscription per investor, including current
shareholders in the Company, shall be EUR 300,000 (which may be subscribed below
par value of the convertible bond);
that the authorisation shall be valid until 1 December 2016;
that the Board of Directors at the same time is authorised to carry out the
related share capital increase with a maximum nominal amount of EUR 1,950,000,
as the conversion price shall correspond to the market price, which is
determined by the Board of Directors at the time of issue of the convertible
bonds. In determining the market price, the Board of Directors may take into
account the market price for the shares already issued by the Company, the
liquidity of the shares and the movements in the share prices over a period, as
the Board of Directors considers relevant, but the Board of Directors may also
include other considerations;
that the issuance of the convertible bonds is conducted by deviation of the
shareholders’ pre-emptive rights;
that the issuance of convertible bonds can be made to a limited group of
investors decided by the Board of Directors;
that the new shares are entitled to dividend from the date of registration of
the new shares’ issuance with the Danish Business Authority;
that there are no special limitations concerning the pre-emptive rights of
the new shares in connection with future capital increases;
that there are no limitations in the new shares’ negotiability or any
obligation to redeem the new shares;
that the new shares shall be negotiable instruments and be freely
transferable;
that the Company’s shares shall be registered in the name of the holder and
entered in the Company’s register of shareholders;
that the issuance of the convertible bonds shall be made against cash
payment; and
that the new shares shall moreover have the same rights as the existing
shares in the Company at the time of conversion.
The detailed terms of the convertible bonds are determined by the Board of
Directors at their discretion. The terms will be included as a new appendix 1 to
the Articles of Association, if the Board of Directors decides to issue
convertible bonds pursuant to the proposed authorisation as adopted by the
general meeting.
In consequence of the proposal, the following provision is proposed entered as
new Article 4.6 in the Company’s Articles of Association:
“The Board of Directors is until 1 December 2016 authorised in one or more
issues to obtain one or more loans with an aggregate face value of minimum EUR
3,000,000 and up to EUR 6,000,000 against issuance of bonds, which give the
lender right to convert his/her loan into shares in the company (“convertible
bonds”). The convertible bonds shall be issued at market price as determined by
the Board of Directors at the time of the issue of the convertible bonds. In
determining the market price for the convertible bonds, the Board of Directors
may take into account the market price for the bonds already issued by the
Company, the liquidity of the bonds and the movements in the bond prices over a
period, as the Board of Directors considers relevant, as well as the terms of
the convertible bonds and other considerations as the Board of Directors deems
relevant. A minimum face value subscription per investor of EUR 300,000 is
applicable (which may be subscribed below par value of the convertible bond).
The convertible bonds are issued against cash payment. The Board of Directors is
at the same time authorised to carry out the related share capital increase with
a maximum nominal amount of EUR 1,950,000, as the conversion price shall
correspond to the market price, which is determined by the Board of Directors at
the time of issue of the convertible bonds. In determining the market price, the
Board of Directors may take into account the market price for the shares already
issued by the Company, the liquidity of the shares and the movements in the
share prices over a period, as the Board of Directors considers relevant, but
the Board of Directors may also include other considerations.
The detailed terms of the loan will be included as a new appendix 1 to the
Articles of Association, if the Board of Directors decides to issue convertible
bonds pursuant to this authorisation.
The raising of loan and the issuance of the convertible bonds can be made to a
limited group of investors decided by the Board of Directors. Thus, the issuance
of convertible bonds is conducted without pre-emptive rights for the existing
shareholders. The new shares are entitled to dividend from the date of
registration of the new shares’ issuance with the Danish Business Authority. No
special limitations concerning the pre-emptive rights of the new shares in
connection with future capital increases shall apply. New shares issued on the
basis of the convertible bonds shall be negotiable instruments and freely
transferable and registered in the name of the holder and entered in the
Company’s register of shareholders. There shall be no limitations in the new
shares’ negotiability or any obligation to redeem the new shares. The new shares
shall moreover have the same rights as the existing shares at the time of
conversion.”
7. Authorisation to the chairman of the meeting.
The Board of Directors proposes that the general meeting authorises the chairman
of the general meeting (with a right of substitution) to register the adopted
resolutions of the general meeting with the Danish Business Authority, including
to make such changes and amendments, which the Danish Business Authority finds
necessary as a condition for registration or approval.
Adoption requirements
Adoption of the proposals in items 2-6 of the agenda requires at least 2/3 of
the votes cast and of the voting share capital represented at the general
meeting. The other proposals may be adopted by a simple majority of votes.
Share capital and voting rights
The Company’s share capital amounts to nominally EUR 64,813,739.50 divided into
129,627,479 shares of EUR 0.5 each. Each share amount of EUR 0.5 carries one
vote.
Shareholders registered in the Company’s shareholders’ register on the
registration date or who have announced and documented their acquisition of
shares in the Company in order to become registered in the shareholders’
register not later than on the registration date are entitled to attend and vote
at the general meeting. The registration date is Friday, 26 February 2016.
Attendance is subject to the shareholder having received an admission card as
described below.
Admission cards
Shareholders who wish to attend the general meeting must request an admission
card.
Admission cards may be requested by completing, signing and returning a
registration form to VP Investor Services A/S, by post to Weidekampsgade 14,
2300 Copenhagen S, Denmark or by email to vpinvestor@vp.dk. The registration
form may be downloaded from the Company’s website, www.trigonagri.com.
The request must be received by VP Investor Services A/S not later than Monday,
29 February 2016, at 11:59 pm (CET).
A shareholder or a proxy holder may attend the general meeting together with an
advisor, provided that an admission card for the advisor has been requested in
time.
Representation by proxy
A shareholder, who is unable to attend the general meeting, may choose to give
proxy to the Board of Directors or to a designated third party. Proxy to a third
party must be in writing, dated and signed and the proxy holder must show the
proxy at the general meeting together with an admission card.
Proxy may be granted by completing, signing and returning the proxy form to VP
Investor Services A/S, by post to Weidekampsgade 14, 2300 Copenhagen S, Denmark
or by email to vpinvestor@vp.dk. The proxy form may be downloaded from the
Company’s website, www.trigonagri.com.
Proxy forms must be received by VP Investor Services A/S not later than Monday,
29 February 2016, at 11:59 pm (CET).
Written vote (vote by correspondence)
A shareholder, who is unable to attend the general meeting, may submit a written
vote (vote by correspondence). Written votes cannot be revoked.
Written votes may be submitted by completing, signing and returning the written
voting form to VP Investor Services A/S, by post to Weidekampsgade 14, 2300
Copenhagen S, Denmark or by email to vpinvestor@vp.dk. The written voting form
may be downloaded from the Company’s website, www.trigonagri.com.
Written votes must be received by VP Investor Services A/S not later than
Thursday, 3 March 2016, at 4 pm (CET).
Please note that a shareholder may either submit a proxy or a written vote, but
not both.
Information to shareholders who hold their shares through Euroclear Sweden
The following information is to shareholders who hold their shares through
Euroclear Sweden AB ("Euroclear Sweden").
In order to attend the extraordinary general meeting and exercise voting rights,
shareholders who hold their shares through Euroclear Sweden must register their
voting rights in the register of shareholders kept by Euroclear Sweden (the
"Register of Shareholders") and complete the proxy form in accordance with the
instructions set out above.
Registration process for voting rights:
Direct-registered holders:
Shareholders who hold their shares on an account directly with Euroclear Sweden,
a CSD-account (in Swedish: "Vp-konto") will automatically be included in the
Register of Shareholders and do not have to perform any registration regarding
voting rights.
Nominee-registered holders:
To be registered and entitled to vote at the extraordinary general meeting,
shareholders who hold shares via a nominee must act in accordance with the
instructions set out below:
Nominee-registered shareholders must request the nominee to register their
shares temporarily in their own name in the Register of Shareholders.
The registration of voting rights must be completed not later than in due time
before end of business (CET) Friday, 26 February 2016.
Additional information
Until and including the date of the general meeting, the following additional
information concerning the general meeting will be available on the Company’s
website, www.trigonagri.com:
· Notice of general meeting, including the agenda and the complete proposals
· Form for requesting admission cards
· Proxy and written voting forms
· The total number of shares and voting rights as at the date of the notice.
Questions from the shareholders
Shareholders may prior to the general meeting submit questions concerning the
agenda or the documents to be considered at the general meeting in writing to
Trigon Agri A/S by email to mail@trigonagri.com or by post to Trigon Agri A/S,
Viru Väljak 2, Tallinn 10111, Estonia, marked “EGM”.
Language
The general meeting will be conducted in English in accordance with Article 9.4
of the Company’s Articles of Association.
11 February 2016
The Board of Directors
Trigon Agri A/S
CVR-no.: 29801843
c/o Kromann Reumert
Sundkrogsgade 5
Denmark
Investor enquiries:
Mr. Joakim Helenius, CEO of Trigon Agri A/S, Tel: +372 66 79200, E
-mail: mail@trigonagri.com
About Trigon Agri
Trigon Agri is an 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.
For subscription to Company Announcements please contact
us: mail@trigonagri.com.
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future please send an e-mail to the following
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