Extraordinary General Meeting of A/S Trigon Agri
TO THE SHAREHOLDERS OF TRIGON AGRI A/S, CVR.NO. 29801843
According to article 7.4 of the Articles of Association, notice is hereby given of the extraordinary general meeting of Trigon Agri A/S to be held on
Monday, 17 March 2008, at 9.00 am
at the law firm of Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark. The agenda of the meeting is as follows:
1. Authorisation of the board of directors - without any pre-emption rights for the shareholders of the company - to increase the share capital of the company with up to a number of 175,000,000 shares.
The authorisation of the board of directors to increase the share capital is proposed in order to enable the Trigon Agri Group to finance the expansion of its business in Russia, Ukraine and Estonia.
The authorization requires an amendment to the Articles of Association. It is therefore proposed to add the following new article 5.8 to the Articles of Association:
"The Board of Directors may resolve to increase the share capital by offering up to a number of 175,000,000 new shares. Such increase may be effected either gradually or at once.
The power of the directors to increase the share capital shall be in force until the end of 2012.
The new shares shall be negotiable instruments. The negotiability of the new shares shall be subject to no restrictions. The board of directors may decide that the existing shareholders shall have no or only a partial right of pre-emption and that it shall be possible to increase the share capital either wholly or partly by other means than cash payment."
2. Proposed resolution - without any pre-emption right for the shareholders of the company - to authorise the board of directors to issue warrants entitling AS Trigon Agri Advisors, a wholly-owned subsidiary of AS Trigon Capital, to subscribe for shares in the company for up to 25 % of the offering mentioned in item 1, and decision on the share capital increases relating to the warrants.
Trigon Agri Advisors advises Trigon Agri under the advisory agreement of 2008. The previous advisor under the advisory agreement was Trigon Capital. The advisory agreement has
been assigned to Trigon Agri Advisors.
Each warrant entitles Trigon Agri Advisors to subscribe for one share in the company at the same subscription price as what will be used in the increase of share capital referred to under (1) above. The warrants can be exercised only when specified performance targets relating to the Company's share price have been fulfilled. The terms and conditions of the warrants are provided in the proposed Schedule 2 to the Company's Articles of Association, which are disclosed with the complete proposals.
In consequence of the proposal, a resolution will be proposed to add the following new article 5.9 to the Articles of Association of the company:
"5.9
The board of directors is authorised to issue warrants entitling Trigon Agri Advisors to subscribe for shares in the company for up to 25 % of the amount mentioned in article 5.8 of the articles of association, i.e. 43,750,000 shares.
The authorisation shall be effective until the end of 2012. The shareholders of the company shall have no pre-emption right in connection with the issue of warrants according to this authority, as the warrants shall be issued in favour of Trigon Agri Advisors.
The warrants shall entitle the holder to subscribe for shares at subscription price in the offering in 2008. The terms of the issue of these warrants are described in Appendix 2.
5.10
The board of directors is authorised, in the period until the end of 2012, to increase the share capital of the company by up to a number of 43,750,000 shares in the company. The capital increases shall be implemented by cash payment when the warrants are exercised. The general adjustments mechanisms in Appendix 2, clause 4.1 may, however, lead to a larger nominal amount which is covered by this authority. The shareholders of the company shall have no pre-emption right to shares issued through the exercise of warrants.
Shares, which are subscribed for through the exercise of warrants, shall be negotiable instruments. No new shareholder shall be under an obligation to redeem his shares. The negotiability of the new shares shall not be subject to restrictions. No new share shall carry any special rights. If the rights carried by the shares have been changed in general in the company prior to the exercise of the warrants, the new shares shall, however, carry the same rights as the other shares of the company at the time of the exercise. The board of directors shall determine the specific terms of the capital increases implemented according to the authority."
3. Election of supervisory board members and alternate supervisory board members.
The board of directors recommends that Mr Rene Nyberg and Mr. Henrik Therman be elected as supervisory board members and that Mr Erik Hartwall be elected as alternate to Mr Henrik Therman.
SPECIAL VOTING REQUIREMENTS
Adoption by the general meeting of proposal to authorise the board of directors to increase the share capital with up to a number of 175,000,000 shares (item 1 on the agenda) is subject to the requirement that at least two-thirds of the votes cast as well as the voting share capital represented at the general meeting vote in the affirmative, cf. section 78 of the Danish Companies Act.
Adoption by the general meeting of proposal to authorise the board to issue warrants entitling AS Trigon Capital to subscribe for up to a number of 43,750,000 shares in the company (item 2 of the agenda) is subject to the requirement that at least nine-tenths of the votes cast as well as the voting share capital represented at the general meeting vote in the affirmative, cf. section 79 of the Danish Companies Act.
ADMISSION CARD AND PROXY
According to article 9.4 of the Articles of Association, shareholders wishing to attend the general meeting shall have an admission card. Admission cards for the general meeting may be ordered by completing and signing the form attached as Annex 1 and sending it to Kromann Reumert, who shall receive it by 12 March 2008. Prior to the general meeting, the admission cards ordered will be sent to the address recorded in the register of shareholders of the Company or the address indicated in the form.
If you are prevented from attending the general meeting, the board of directors asks to receive a proxy to cast the votes carried by your shares. If you agree to attend the general meeting by proxy, we kindly ask you to sign and date the instrument of proxy attached as Annex 2 and return it to the Company, who shall receive it by 17 March at 9.00 am.
Admission card and proxy order forms may be downloaded from the website of the Company: http://www.trigonagri.com
AGENDA ETC.
The agenda, including the complete proposals to be considered at the general meeting, will be made available at the registered office of the Company, c/o Kromann Reumert, Sundkrogsgade 5, 2100 Copenhagen Ø, Denmark, for inspection by the shareholders, on all business days at 9-16 as of 10 March 2008 to 17 March 2008 inclusive and will also be available on the website of the Company: http://www.trigonagri.com.
Copenhagen, 7 March 2008
Trigon Agri A/S
Kaupo Ojavee Ülo Adamson