Trigon Agri A/S, central business register (CVR) no. 29 80 18 43
On 29 April 2013 at 10:00 a.m, the annual general meeting of Trigon Agri A/S was
held at Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø.
Jens Steen Jensen, attorney-at-law, had been appointed as chairman of the
meeting by the Board of Directors in accordance with Article 9.1 of the Articles
of Association.
The representation figures below are given based on the share capital of EUR
64,813,739.50 qualified to vote.
The chairman announced that shareholders representing 40,147,182 shares
corresponding to 30,97 % of the share capital and the proportionate share of the
voting rights were present or lawfully represented.
The chairman accounted for the calling of the annual general meeting pursuant to
Article 6.2, 6.4 and 7.1 of the Articles of Association as well as Sections 93
-99 of the Danish Companies Act (selskabsloven).
The chairman further announced, with the consent of the general meeting, that
the meeting had been duly convened and constituted a quorum for the transaction
of business as set out in the agenda.
The agenda was as follows:
1. The board of directors' report on the activities of the Company's during the
past financial year
2. Adoption of the annual report
3. Approval of remuneration for the board of directors for the current
financial year
4. Resolution to release the board of directors and the executive board from
liability in respect of item 2 (in Danish: decharge).
5. Resolution on the distribution of the profit or loss recorded in the annual
report adopted by the general meeting
6. Appointment of members to the board of directors
7. Appointment of auditor
8. Any other business
Re 1. The board of directors' report on the activities of the Company during the
past financial year.
Kadri Männik, Finance Director reported on the Company’s activities during the
past financial year.
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
Note was taken of the report.
Re 2. Adoption of the annual report
Kadri Männik, Finance Director presented the audited annual report for the
financial year 2012. It was proposed that the audited annual report for the
period from 1 January 2012 to 31 December 2012 showing a net loss for the
Company of EUR 5,469 thousand and a net profit for the group of EUR 1,687
thousand should be adopted.
The equity capital for the Company is EUR 159,364 thousand and the equity
capital for the group is EUR 128,566 thousand.
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
The proposal was adopted unanimously and with all votes.
Re 3. Approval of remuneration for the board of directors for the current
financial year
The following remuneration for the board of directors for the financial year
2013 was proposed:
Chairman EUR 0.
Ordinary member EUR 10,000 (net).
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
The proposal was adopted unanimously and with all votes.
Re 4. Resolution to release the board of directors and the executive board from
liability in respect of item 2 (in Danish: decharge)
It was proposed that the board of directors and the executive board should be
released from liability in respect of item 2.
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
The proposal was adopted.
Re 5. Appropriation of profit or loss as recorded in the adopted annual report
It was proposed that the result of the group of the year, the net profit of EUR
1,687 thousand, recorded in the annual report should be appropriated as follows:
70 % of the net profit of EUR 1,202 thousand is carried forward to the next
financial year and 30 % of the net profit of EUR 1,687 thousand (equivalent to
EUR 506 thousand) is distributed to shareholders as dividends.
The dividend will be paid out in May 2013.
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
The proposal was adopted unanimously and with all votes.
Re 6. Appoint members to the board of directors
It was proposed that that Joakim Johan Helenius, Pertti Oskari Laine, Ernst René
Anselm Nyberg, Raivo Vare and David Mathew were re-elected to the board of
directors for a term of 1 (one) year.
The meeting was informed about the managerial posts held by the candidates in
other Danish and foreign-owned enterprises, other than wholly-owned
subsidiaries.
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
The proposal was adopted unanimously and with all votes.
Following the resolution, the board of directors consists of the following
members elected by the general meeting:
Joakim Johan Helenius (chairman)
Pertti Oskari Laine
Ernst René Anselm Nyberg
Raivo Vare
David Mathew
Re 7. Appointment of auditor
It was proposed to re-elect of PwC Statsautoriseret Revisionspartnersselskab,
Strandvejen 44, 2900 Hellerup as auditors.
The chairman asked for comments or questions from the shareholders. No comments
or questions were put forward.
The auditors confirmed re-election. The proposal was adopted unanimously and
with all votes.
Re 8. Any other business
The chairman asked for comments or questions from the shareholders.
A shareholder asked for the irrigation opportunities of the existing farms in
the Rostov cluster. The shareholder was informed that the Company is planning a
pilot project this year. Currently the Company is in the process of attaining
water rights for irrigation in the Rostov cluster.
A shareholder asked for the reason for categorising the milk production as non
-core assets. The shareholder was informed that it is the management strategy to
focus on cereal farming and that the Company is considering the possibilities of
divesting its milk production as has been communicated earlier. The Company is
currently contemplating that such proceeds mainly will be used to repay debts.
The chairman announced that there was no further business to transact, and that
all proposals had been adopted unanimously, all votes cast.
The general meeting was closed.
Chairman of the meeting:
Jens Steen Jensen
Investor enquiries:
Mr. Ülo Adamson,
President and CEO of Trigon Agri A/S
Tel: +372 66 79200
E-mail: mail@trigonagri.com
About Trigon Agri
Trigon Agri is a leading 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. Trigon Agri is
managed under a management agreement by Trigon Capital, a leading Central and
Eastern European operational management firm with around USD 1 billion of assets
under management.
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