Trigon Agri A/S: Resolutions of Annual General Meeting

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.

For subscription to Company Announcements please contact us: mail@trigonagri.com . If you do not want to receive Trigon Agri press releases automatically in the future please send an e-mail to the following address: unsubscribe@trigonagri.com

About Us

We are farmers and agribusiness managers, with operations in Ukraine, Russia and Estonia. Agromino A/S shares are traded on the main market of Nasdaq Stockholm.

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