Audited annual report of Trigon Property Development AS for 2016 and notice to Convene the Annual General Meeting
20th of April 2017, Tallinn
The Management Board of AS Trigon Property Development has prepared the annual report and proposal for covering of loss for the year 2016. The revenues and profits remained unchanged compared to the preliminary disclosure on 28 February 2017.
The audited Annual Report of AS Trigon Property Development for 2016 is available on issuer’s home page http://www.trigonproperty.com. The report can also be read in issuer’s location at Viru väljak 2, 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 11th of May 2017 at 10 AM at Metro Plaza 5th floor, Viru Square 2, Tallinn 10111.
The agenda of the General Meeting with the proposals of the Supervisory Board:
Approval of the Annual Report 2016
Proposal of the Supervisory Board: To approve the Annual Report of the Company for 2016, which exposes the consolidated balance sheet value of 2 364 947 euros as at 31.12.2016 and the net loss of the financial year of 64 459 euros.
2016 Profit/loss allocation proposal
Proposal of the Supervisory Board: To transfer the consolidated net loss in the amount of 64 459 euros to the loss of previous periods.
Appointment and remuneration principles of auditor for the financial year 2017
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 2016. Public accounting services will be paid for in accordance with the contract to be drawn up with the auditor.
4. Introducing no par value shares and amendment of the articles of association
Proposal of the Supervisory Board:
1) Introduce no par value shares.
2) In connection with introducing no par value shares, amend clauses 2.1, 2.2 and 2.3 of the articles of association of the Company and confirm their new wording as follows:
2.1 The minimum share capital of the company is EUR 675 000 (six hundred seventy-five thousand) and the maximum share capital is EUR 2 700 000 (two million seven hundred thousand).
2.2 The minimum number of no par value shares is 2 500 000 and the maximum number is 10 000 000. Each share grants one vote at the general meeting of shareholders. The company only has one class of shares – no par value registered shares.
2.3 The general meeting shall resolve the increase or reduction of share capital. The resolution about increasing share capital shall be adopted in case it receives at least two thirds of the votes represented at the general meeting. Upon increasing share capital the shareholders have a pre-emptive right to subscribe for the new shares in proportion to the sum of the book value of the shareholder’s shares. The pre-emptive right of the shareholders may be barred by a resolution of the general meeting which receives at least three-quarters of the votes represented at the general meeting.
3) As a result of introducing a no par value share, the Company will have 4 499 061 no par value shares, whereas each share grants the shareholder one vote at the general meeting of shareholders. As a result of adopting the resolution specified in clause, the book value of a share of the Company will be EUR 0.60.
5. Reduction of share capital
Proposal of the Supervisory Board:
Reduce the share capital of the Company after the entry into force of amendments to the Articles of Association on the following conditions:
1) Reduce the share capital of the Company by EUR 400 416.43, from EUR 2 699 436.60 to EUR 2 299 020.17;
2) The share capital will be reduced by decreasing the book value of the shares: as a result of reduction, the book value of the Company’s share will decrease to EUR 0.511, from EUR 0.60, the number of shares will remain the same (4 499 061) and the new amount of share capital will be EUR 2 299 020.17;
3) The share capital will be reduced by making monetary a payment to shareholders. Payments to the shareholders shall be made during the term prescribe by law;
4) The reason for reducing the share capital is the fact that the Company has no need at the moment or in the near future to own share capital within the registered amount;
5) The list of shareholders participating in the reduction of share capital shall be fixed as at 23.59 on 25 May 2017.
The Annual Report of AS Trigon Property Development, proposal for loss allocation and auditor’s report to the Annual Report of 2016 will be available at the head office of the Company at Viru Square 2, Tallinn 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 § 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 Annual General Meeting will be May 4, 2017 at 23:59.
Registration of the participants in the meeting will begin at 09:45 on the 11th of May 2017.
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 4st of May 2017.
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 10.05.2017.
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