Merger of AS Trigon Property Development with OÜ VN Niidu Kinnisvara and Notice to Convene the Extraordinary General Meeting
Merger of AS Trigon Property Development with its wholly-owned subsidiary OÜ VN Niidu Kinnisvara
On 21 July 2016, AS Trigon Property Development (hereinafter TPD) and OÜ VN Niidu Kinnisvara (hereinafter VNK) executed a merger agreement according to which TPD is the acquiring company and VNK is the company being merged. As a result of the merger, VNK transfers all its assets, rights and obligations to the acquiring company. VNK is considered to be ended upon registration of the merger in the Commercial Registry when the merger is completed.
The objective of the merger of TPD with its 100% subsidiary VNK is to make the group structure clearer and to facilitate the administrative management of the merging parties as well as to minimise the related costs and increase efficiency. The merger is an intra-group merger and in the course of the latter, the volume, content and nature of the assets of the group will not be altered.
After the merger, the business name of the acquiring company shall remain AS Trigon Property Development.
As a result of the merger, the share capital of TPD will not be increased.
The balance sheet date of the merger, i.e. the date from which onwards the transactions of the company being Acquired shall be deemed as made on the account of the acquiring company, is first of July year two thousand and sixteen (01.07.2016).
Notice to Convene the Extraordinary General Meeting of AS Trigon Property Development
The Extraordinary General Meeting of AS Trigon Property Development (registry code: 10106774, address: Viru Square 2, Tallinn 10111, hereinafter the Company) will be held on the 7th of September 2016 at 11 am at Metro Plaza 5th floor, Viru Square 2, Tallinn 10111.
The agenda of the General Meeting with the proposals of the Supervisory Board:
1. Merger of AS Trigon Property Development and OÜ VN Niidu Kinnisvara
Proposal of the Supervisory Board: to approve the merger agreement executed between AS Trigon Property Development and OÜ VN Niidu Kinnisvara and to resolve the merger of AS Trigon Property Development and OÜ VN Niidu Kinnisvara in a way that OÜ VN Niidu Kinnisvara shall be the company being acquired and AS Trigon Property Development shall be the acquiring company.
Annual reports of AS Trigon Property Development for the last three years have been made available through the system of NASDAQ OMX Tallinn Stock Exchange and on the website of the Company. Annual reports of OÜ VN Niidu Kinnisvara for the last three years are available for review as of 21 July 2016 on the website of the Company www.trigonproperty.com.
Information on the procedure for exercising the rights specified in the Commercial Code § 287, § 293 (2) and (21) and § 2931 (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 2 699 436.60 euros. 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 General Meeting will be August 31, 2016 at 23:59.
Registration of the participants in the meeting will begin at 10:45 on the 7th of September 2016.
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 31st of August 2016.
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 6.09.2016.
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.
Member of the Management Board