Trigon Property Development
Notice to convene annual general meeting
TPD: Notice to Convene the Annual General Meeting of AS Trigon Property Development
2nd of June 2011, Tallinn
The Annual General Meeting of AS Trigon Property Development (registry code: 10106774, address: Viru Square 2, Tallinn 10111, hereinafter the Company) will be held on the 29th of June 2011 at 10am at Metro Plaza 5th floor, Viru Square 2, Tallinn 10111.
The agenda of the General Meeting with the proposals of the Supervisory Board:
1. Approval of the Annual Report 2010 and profit distribution
Proposal of the Supervisory Board: To approve the Annual Report of the Company for 2010, which exposes the consolidated balance sheet value of 65 335 thousand kroons (4 176 thousand Euros) as at 31.12.2010 and the net loss of the financial year of 393 thousand kroons (25 thousand Euros). To cover the loss of 2010 in the amount of 393 thousand kroons (25 thousand Euros) with retained earnings.
2. Appointment and remuneration principles of auditor for the financial year 2011
Proposal of the Supervisory Board: To appoint AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial year 2011. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.
3. Extending the term of office for the members of the Supervisory Board
Proposal of the Supervisory Board: To extend the term of office of the Supervisory Board members Joakim Helenius and Ülo Adamson for five years until 28.06.2016. J.J Helenius and Ü.Adamson are members of the Supervisory Board of the Company since September 2007. In addition, they are Supervisory Board members in AS Viisnurk and members of Board in Trigon Agri A/S, both public listed companies.
4. Changing the Articles of Association
Proposal of the Supervisory Board: To approve the changes in the Articles of Association of AS Trigon Property Development. The new reduction of the Articles of Association is available on the Company’s web site www.trigonproperty.com. Changes are due to conversion of the share capital and nominal value of the share from Estonian Kroons into Euros.
5. Conversion of the share capital and the nominal value of the share into Euro
Proposal of the Supervisory Board: To convert the Company’s share capital and the nominal value of the share from Estonian Kroons into Euro and consequently decrease the share capital of the Company by decreasing the nominal value of the shares as follows:
5.1 To convert the share capital of the Company and the nominal value of the shares into Euro, whereas the sum in Euros shall be rounded to two decimals after comma. According to the Commercial Code § 5252 (3) the rounding does not have a legal effect, does not affect the rights arising from the shares or the ratio of the nominal value of the shares to the share capital;
5.2 The share capital of the Company to be converted is EEK 44,990,610 or EUR 2,875,424.05, which is divided to 4,499,061 shares, whereas the nominal value of one share of the Company to be converted is EEK 10 or EUR 0,64;
5.3 To decrease the nominal value of each share by EUR 0,04 from EUR 0,64 to EUR 0,60;
5.4 As the result of the decrease in share’s nominal value, the share capital of the Company shall be decreased by EUR 175,987.45, from EUR 2,875,424.05 to EUR 2,699,436.60.
5.5. The date of determining the shareholders participating in the decrease of the share capital shall be June 22, 2011 at 23:59. The share capital of the Company will be decreased without payments to the shareholders.
The Annual Report of AS Trigon Property Development, proposal for profit allocation and auditor’s report to the Annual Report of 2010 will be available at the head office of the Company at Viru Square 2, Tallinn, starting from 2nd of June, 2011, and on Company’s web site www.trigonproperty.com
Information on the procedure for exercising the rights specified in the Commercial Code § 287, § 293 (2) and (21) and § 293'1 (4) is published on the website of the Company www.trigonproperty.com.
As of the date of publishing of the announcement, the share capital of AS Trigon Property Development is 44 990 610 kroons. The company has 4,499,061 shares and each share gives one vote.
The date of closing the list of shareholders entitled to vote at the Annual General Meeting will be June 22, 2011 at 23:59.
Registration of the participants in the meeting will begin at 09:45
To register yourself as a participant in the general meeting, please present:
a shareholder who is a sole proprietor – an identity document
a representative of a shareholder who is a sole proprietor – an identity document and a written authorisation document
a representative of a shareholder who is a legal person – valid certified copy of the registry card (for legal persons in Estonia, certified no earlier than 7 days ago), which entitles the person to represent the shareholder, and an identity document of the representative, or an authorisation document prepared as required and an identity document of the representative. We request prior legalisation or apostille certification of documents of a legal person registered in a foreign country, unless stated otherwise in the international agreement. AS Trigon Property Development may register a shareholder who is a legal person of a foreign country as a participant in the general meeting also in case all required data on the legal person and the representative are included in the notarised authorisation document issued to the representative in a foreign country and the authorisation document is acceptable in Estonia.
If a shareholder has deposited his/her shares on a nominee account, a respective certificate issued by the account administrator shall be submitted, certifying the right of ownership of the shares as of 22nd of June 2011.
Please present your passport or identity card as an identification document.
A shareholder may notify the Company of the appointment of a representative or withdrawal of authorisation by a representative by submitting respective information to the Management Board of AS Trigon Property Development (in a digitally signed format which can be reproduced in writing on the following e-mail address: firstname.lastname@example.org, or in writing by mail at the following address: AS Trigon Property Development, Viru Square 2, Tallinn 10111, Estonia) no later than on 27.06.2011 at 10:00).
For the appointment of a representative or withdrawal of authorisation by a representative, a shareholder may use the forms available on the website of AS Trigon Property Development www.trigonproperty.com
Management Board of AS Trigon Property Development
Telephone 6679 200, e-mail email@example.com