EUR 1.5 million released to Trigon Agri A/S - Conditional upon a partial debt to equity swap to its bondholders

Trigon Agri A/S (“Trigon”) has entered into an agreement with a committee of
holders (the “Holders’ Committee”) under its SEK 350,000,000 11% bonds with ISIN
SE0004019008 (the “Bond Loan”). Pursuant to the agreement, EUR 1.5 million will
be released to Trigon from a blocked account which now serves as security for
the holders of the Bond Loan (the “Bondholders”). Following fulfilment of
certain conditions, a SEK amount equivalent to EUR 6 million in aggregate
(rounded down to the nearest whole SEK per Bond) will be redeemed from the Bond
Loan and the Bondholders may jointly through a Swedish public limited liability
company (the “Subscriber”), assuming full conversion, become owners of 195
million shares in Trigon (equivalent to 60 per cent. of the shares and votes in
Trigon on a pro forma basis). Trigon is obliged to repay EUR 1.5 million to the
blocked account if all applicable conditions are not fulfilled by 17 May 2016.

Background and reasons

The background and reasons for the agreement between Trigon and the Holders’
Committee are the following.

  · As was communicated by Trigon on 13 January 2016, Trigon was granted a
waiver from the Holders’ Committee to deposit EUR 1.5 million from the
divestment of 10.74 per cent. in AS Trigon Dairy Farming Estonia into a
particular deposit account in accordance with the terms and conditions of the
Bond Loan. The amount was instead deposited with another blocked account. These
are the proceeds which the Holders’ Committee now has agreed to release to
Trigon, subject to certain conditions. Inability to secure the proceeds from the
blocked account could lead to irreversible severe financial consequences for the
Trigon group.
  · The Trigon group shall transfer amounts equivalent to at least the proceeds
released from the blocked account to its Ukrainian operations to comply with
monetary and foreign currency control legislation pertaining to export
transactions in order to avoid heavy penalties in Ukraine.
  · The Trigon group will be able to maintain its Ukrainian export capability in
order to maintain earnings as losing of such capability can materially threaten
the Trigon group's continued business.
  · The Trigon group lacks sufficient working capital outside Ukraine to fulfil
its short-term obligations in Russia and in its holding companies in Cyprus and
Estonia. The EUR 1.5 million released from the blocked account will allow the
Trigon group to secure normal functioning and sufficient financing outside
Ukraine until it starts to receive the proceeds from the sales of 2016 crop.

The agreement in overview

In light of the reasons set out above, the Holders’ Committee has used its
mandate from the Bondholders to agree to release EUR 1.5 million from a blocked
account which now serves as security for the Bondholders. Trigon will however be
obliged to repay EUR 1.5 million into the blocked account if the conditions set
out below are not fulfilled. The agreement may be amended with the consent of
the relevant parties.

Resolution by the Bondholders

Trigon shall convene a meeting of Bondholders or initiate a written procedure,
in accordance with the terms and conditions of the Bond Loan, to resolve on,
among other things, (i) a partial redemption of the Bond Loan by a SEK
equivalent to the total aggregate amount of EUR 6 million (rounded down to the
nearest whole SEK per Bond), and (ii) that the redemption payment shall be in
kind and consist of one share in the Subscriber per Bond held.

When the shares in the Subscriber are transferred to the Bondholders, the
Subscriber shall (i) be a Swedish public limited liability company (Sw. publikt
aktiebolag), (ii) not conduct, or have conducted, any business, (iii) have its
shares affiliated with Euroclear Sweden (Sw. avstämningsbolag), (iv) not have,
or have had, any liabilities other than as accepted by the Holders’ Committee,
(v) other than receivables on Trigon in the aggregate amount of EUR 6 million in
capital amount, on terms approved by the Holders’ Committee (the “SPV
Receivables”), have all its assets in cash, (vi) either have, or have duly
delivered to the Swedish Companies Registration Office a form setting out that,
the Board of Directors of the Subscriber consists of Johannes Bertorp, Arne
Björhn and Dag Rolander and that the Managing Director is Arne Bjöhrn (all
currently Bondholders), and (vii) be capitalised in cash sufficiently in order
for the Subscriber to pay the running costs of the Subscriber as reasonably
estimated by the Holders’ Committee for a period of 24 months. The corporate
identification No. of the Subscriber is 556944-1206 and it is intended that it
shall change its name to TBHV Holding AB.

Trigon will be obliged to repay EUR 1.5 million to the blocked account if the
Bondholders have not agreed to the above, as well as other related proposals, by
no later than 28 April 2016. Trigon will by separate press release give notice
of the meeting of Bondholders or the written procedure, such notice to contain
further details on the proposal to the Bondholders.

Issuance of convertibles

Pursuant to a resolution by the Board of Directors of Trigon, the Board of
Directors has decided to exercise its authorisation to issue convertibles given
at the extraordinary general meeting held on 4 March 2016. The SPV Receivables
will be amended to convertibles once the shares in the Subscriber have been
distributed to the Bondholders in accordance with the proposal from Trigon and
provided that the Danish FSA has confirmed that the obligation for the
Subscriber to make a mandatory tender offer for the shares of Trigon does not
apply, or waived such an obligation. The convertibles will bear conversion
rights which, assuming full conversion, will entitle to 195 million shares in
Trigon (equivalent to 60 per cent. of the shares and votes in Trigon on a pro
forma basis). The convertibles will be issued at a price equivalent to their
face value, in total EUR 6 million. The issue price for the convertibles and the
conversion price as well as the other terms of the convertibles are the result
of negotiations between the Company and the Holders’ Committee, taking into
account the agreement with the Holders’ Committee and the market value of the
shares in the Company. The maximum increase in share capital upon full
conversion to shares is EUR 1.95 million.

In case of a share issue to the shareholders of the Company, a share capital
decrease, issue of warrants, issue of new convertible debt instruments,
dissolution, merger or demerger in and of the Company, the number of shares
which can be subscribed for pursuant to the terms and conditions of the
convertibles shall be adjusted so that the Subscriber is placed in a position as
if the convertibles were converted prior to the decision to effect such
transaction(s). If the Subscriber does not exercise its right to convert the
convertibles into new shares of the Company, the Company will be obliged to
repay EUR 6 million on 30 September 2017.

Trigon will be obliged to repay EUR 1.5 million to the blocked account if the
SPV Receivables have not been amended to the convertibles by 17 May 2016.

The issuance of convertibles to the Subscriber will result in Danish mandatory
tender offer requirements if the Danish FSA does not confirm that the obligation
for the Subscriber to make a mandatory tender offer for the shares of Trigon
does not apply, or waive such an obligation. Such a confirmation or waiver will
be requested and Trigon will be obliged to repay EUR 1.5 million to the blocked
account if a confirmation or waiver is not obtained by 17 May 2016.

Conversion of convertibles into Trigon shares

The Subscriber is entitled to convert the convertibles into Trigon shares as
from the date on which the Subscriber has the prerequisite corporate
authorisations in place to distribute (whether by dividend, liquidation proceeds
or otherwise) at least 50 per cent of the shares issued upon conversion to its
shareholders up to and including 30 September 2017. However, the Subscriber
shall be entitled to conversion at an earlier date provided that awaiting such
corporate authorisation could be materially detrimental to the Subscriber.
Conversion shall be made of the convertibles in full into shares in Trigon by
written notice to the Board of Directors of Trigon. Shares issued upon
conversion under the terms and conditions of the convertibles will have the same
rights as the Company's other shares and will be entitled to receive dividends
and other rights from the time of registration in the Danish Business Authority
(Dk. Erhvervsstyrelsen).

There is currently no intention to list the shares in the Subscriber on any
market place. It is not, at the date of this press release, determined in detail
when conversion of convertibles or dispositions of Trigon shares held by the SPV
can be carried out and further information in relation to this will follow.

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 Stockholm.

For subscription to Company Announcements please contact
us: mail@trigonagri.com.

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The information set out in this press release is announced in accordance with
the Swedish Securities Market Act. The information was submitted for publication
on 23 March 2016 at 17:35 CET.