Notice of calling the annual general meeting of shareholders of AS Trigon Property Development
AS Trigon Property Development (registry code 10106774, address Pärnu mnt 18, Tallinn 10141, hereinafter the „Company“) calls the annual general meeting of Company’s shareholders, which shall be held at 14:00 on 1 June 2022 (here and hereafter Estonian time, GMT+3) at the Company’s office, at Pärnu mnt 18, Tallinn, 10141, IV floor. Registration for the meeting starts at 13:00 on the date of the meeting.
Agenda of the meeting and the Management Board proposals for the draft resolutions to be adopted, which have been approved by the Supervisory Board:
1. Approval of the annual report of the Company for the financial year 2021
To approve the annual report of the Company for the financial year 2021, in accordance with which the balance sheet value of the Company as at 31 December 2021 was 2,558,672 Euros and the net profit for the financial year was 272,142 Euros.
2. Allocation of profits for the financial year 2021
To approve the profit allocation proposal made by the Management Board and pay dividends in the net amount of 584 878 Euros. The list of shareholders entitled to receive dividends will be established as at 16 June 2022 as at the end of the business day of Nasdaq CSD’s Estonian settlement system. Consequently, the day of change of the rights related to the shares (ex-dividend date) is set to 15 June 2022. From this day onwards, persons acquiring the shares will not have the right to receive dividends for the financial year 2021. Dividends shall be disbursed to the shareholders on 22 June 2022.
3. Appointment of the auditor for the financial year 2022 and determining the remuneration policy for the auditor
To appoint AS PricewaterhouseCoopers (registry code 10142876, address Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial year 2022. The auditing services will be paid for in accordance with the contract to be drawn up with the auditor.
4. Extension of the term of office of a member of the Supervisory Board
In relation to the expiry of the term of office of the member of the Supervisory Board of the Company Torfinn Losvik, to extend the term of office of the member of the Supervisory Board of the Company Torfinn Losvik for an additional five (5) year period.
5. Approval of the principles of remuneration of the members of the Management Board
The Supervisory Board makes a proposal to approve the principles of remuneration of the members of the Management Board approved by the Supervisory Board. The Management Board explains that according to section 135² (11) of the Securities Market Act the general meeting shall vote on the principles of remuneration at least once every four years and the respective resolution of the general meeting on the approval of the principles of remuneration is advisory for the supervisory board.
Participation at the meeting
The list of shareholders entitled to participate in the general meeting will be determined as of 7 days prior to the general meeting, i.e. at the end of the working day of the Nasdaq CSD Estonian settlement system on 25 May 2022. Registration of participants will start an hour before the beginning of the meeting, i.e. at 13:00. We ask the shareholders and their representatives to arrive in good time, taking into account the time required to register the participants.
For participating in the general meeting, we kindly ask you to present:
- Individual shareholders should submit an identity document, their representatives should also hold a valid written authorisation;
- legal representatives of corporate shareholders should submit their identity document; the authorised representative should also hold a valid written authorisation document. In case the corporate shareholder is not registered in the Estonian Commercial Register, we ask to provide a valid extract from the relevant register where the legal person is registered and from which the representative’s right to represent the shareholder arises. The extract must be in English or translated into Estonian or English by a sworn translator or an official equivalent to sworn translator. The documents of a foreign shareholder must be legalised or authenticated by apostille, unless otherwise provided by an international agreement. The Company may also deem the shareholder’s voting right to be proven, if all the required information on the legal person and the representative concerned are given in a notarised power of attorney, issued to the representative in a foreign country, and the power of attorney is recognised in Estonia.
The shareholder may notify the Company of the appointment of a representative and the revocation of the proxy by sending the documents to Company’s e-mail address email@example.com or take the above documents to the Company’s office at Pärnu mnt 18, Tallinn, 10141, IV floor, weekdays between 9:00 am – 5:00 pm by no later than 30 May 2022 at 17:00 (Estonian time).
In order to authorise a representative, the shareholder may use the template for power of attorney, which is published on the Company’s homepage http://www.trigonproperty.com/ and attached to the notice of adoption of resolutions on Nasdaq Baltic stock exchange homepage (www.nasdaqbaltic.com). Templates for revocation of the proxy are also available at the same place.
Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may demand the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is filed in writing at least 15 days prior to the general meeting, i.e. at the latest by 23:59 on 16 May 2022, at the e-mail address firstname.lastname@example.org or to the Company's office at Pärnu mnt 18, Tallinn, 10141, IV floor. A draft decision or rationale must be submitted at the same time as the proposal to supplement the agenda.
Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may submit to the Company in writing a draft resolution on each agenda item, by posting the draft to the e-mail address email@example.com or to the Company's office at Pärnu mnt 18, Tallinn, 10141, IV floor. The draft must be submitted in electronic form or by post so that it would be delivered to and received by the Company no later than 3 days before the general meeting, i.e. by 23:59 on 29 May 2022 at the latest.
At the general meeting, shareholders are entitled to receive information on the activities of the company from the Management Board. Management Board may refuse to provide information if there are reasonable grounds for assuming that it may cause significant damage to the interests of the company. In case the board refuses to provide information, the shareholder may require the general meeting to decide on the lawfulness of the request or to submit within two weeks an application to the court in petition proceedings, to oblige the Management Board to disclose information.
Documents related to the resolutions
Documents, concerning the general meeting, draft decisions of the general meeting and other documents submitted to the general meeting pursuant to law (including the Annual Report of the Company for the financial year 2021, together with the auditor’s report and the proposal for distribution of profit), as well as other information subject to disclosure, are available for examination as attached to the stock exchange announcement about the notice of adoption of resolutions published on Nasdaq Baltic stock exchange homepage nasdaqbaltic.com, on the Company´s website http://www.trigonproperty.com/, as well as on prior notice beginning from the notification of the general meeting until the day of the general meeting at Company’s office at Pärnu mnt 18, Tallinn, 10141, IV floor on working days from 9:00 am until 5:00 pm. Please contact us in advance at firstname.lastname@example.org to request access to the documents.
Information on shares and total number of votes, linked to the shares
As of 11 May 2022, the share capital of AS Trigon Property Development is divided into 4,499,061 shares with no nominal value. Each share grants its holder one vote.
Member of the Management Board
Telephone: +372 667 9200