TPD: Resolutions of Annual General Meeting June 29, 2011
The Annual General Meeting of shareholders of AS Trigon Property Development
(registry code: 10106774) was held on June 29, 2011 in Tallinn, Viru Square 2.
The Annual General Meeting was opened at 10 am and closed at 10.45 am. The shares of the shareholders who attended the Annual General Meeting represented 2 684 192 votes, constituting 59.66 % of the total votes granted with shares. Therefore, the Annual General Meeting was competent to pass resolutions regarding the items on the agenda.
Resolutions of the General Meeting:
1. Approval of the Annual Report 2010 and profit distribution
The shareholders of AS Trigon Property Development resolved to approve with 2,682,192 votes
i.e. 99,9% of votes in favour 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) and 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
The shareholders of AS Trigon Property Development resolved to elect with 2,684,192 votes
i.e. 100% of votes in favour AS PricewaterhouseCoopers (registry code: 10142876,
address: Pärnu rd. 15, 10141 Tallinn) as an auditor for financial year 2011.
Auditor will be remunerated according to the contract concluded with the auditor.
3. Extending the term of office for the members of the Supervisory Board
The shareholders of AS Trigon Property Development resolved to extend with 2,684,192 votes
i.e. 100% of votes in favour 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
The shareholders of AS Trigon Property Development resolved to approve with 2,682,192 votes i.e. 99.9% of votes in favour 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
The shareholders of AS Trigon Property Development resolved to convert with 2,682,192 votes i.e. 99.9% of votes in favour 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:
- 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 § 525-2 (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
- 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;
- To decrease the nominal value of each share by EUR 0.04 from EUR 0.64 to EUR 0.60;
- 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.
- The date of determining the shareholders participating in the decrease of the share capital
shall be July 22, 2011 at 23:59. The share capital of the company will be decreased without
payments to the shareholders.
Chairman of the Supervisory Council
+372 66 79 200