Notice of meeting of the annual general meeting of
AS Trigon Property Development (registration code 10106774, address Pärnu mnt 18, Tallinn 10141, hereinafter the „Company“) convene the annual general meeting of shareholders of the Company, to be held at 2:00 p.m. on June 1, 2022 (hereinafter Estonian time, GMT+3) at the registered office of the Company, at Pärnu mnt 18, Tallinn, 10141, Floor IV Meeting registration begins at 1:00 p.m. on the day of the meeting.
Agenda of the meeting and proposals of the Management Board on the draft resolutions to be adopted, which were approved by the Supervisory Board:
1. Approval of the Company’s annual report for the financial year 2021
Approve the annual report of the Company for the financial year 2021, according to which the balance sheet value of the Company as of December 31, 2021 was 2,558,672 euros and the net profit for the financial year was 272,142 euros.
2. Allocation of profit for the financial year 2021
Approve the profit allocation proposal made by the Management Board and pay dividends for a net amount of 584,878 euros. The list of shareholders entitled to receive dividends will be established as of June 16, 2022 at the end of the business day of the Estonian Nasdaq CSD settlement system. Consequently, the day on which the rights attached to the shares change (ex-dividend date) is set for June 15, 2022. From that day, the persons acquiring the shares will not have the right to receive dividends in respect of 2021. Dividends will be distributed to shareholders on June 22, 2022.
3. Appointment of auditor for fiscal year 2022 and determine the compensation policy for the statutory auditor
To appoint AS PricewaterhouseCoopers (registration code 10142876, address Pärnu mnt 15, 10141 Tallinn) as auditor of the Company for the financial year 2022. The audit services will be remunerated in accordance with the contract to be established with the auditor accounts.
4. Extension of the term of office of a member of the Supervisory Board
In connection with the expiry of the term of office of the member of the Supervisory Board of the Company Torfinn Losvik, to extend the term of the member of the Supervisory Board of the Company Torfinn Losvik for an additional period of five (5) years.
5. Approval of the principles of compensation for members of the Executive Board
The Supervisory Board proposes to approve the principles of compensation for members of the Management Board approved by the Supervisory Board. The board of directors explains that, in accordance with article 135² (11) of the law on the securities market, the general meeting must 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 to the supervisory board.
Participation in the meeting
The list of shareholders entitled to participate in the general meeting will be determined 7 days before the general meeting, i.e. at the end of the working day of the Estonian settlement system Nasdaq CSD on May 25, 2022. Registration of participants will start one hour before the start of the meeting, i.e. at 13:00. We ask that shareholders and their representatives arrive in good time, given the time needed to register participants.
To participate in the general meeting, we kindly ask you to present:
- Shareholders who are natural persons must present an identity document, their representatives must also hold valid written authorisation;
- legal representatives of corporate shareholders must present their identity document; the authorized representative must also hold a valid written authorization document. In case the shareholder company 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 derives. The extract must be in English or translated into Estonian or English by a sworn translator or an official equivalent of a sworn translator. The documents of a foreign shareholder must be legalized or authenticated by apostille, unless otherwise provided by an international agreement. The Company may also consider that the shareholder’s right to vote is proven, if all the required information on the legal person and the representative concerned is given in a notarized power of attorney, issued to the proxy in a foreign country, and that the power of attorney is recognized in Estonia.
The shareholder may notify the Company of the appointment of a proxy and the revocation of the proxy by sending the documents to the Company’s e-mail address [email protected] or bring the above documents to the Company’s office at Pärnu mnt 18, Tallinn, 10141, Floor IV, on weekdays between 9:00 a.m. and 5:00 p.m. no later than 30 May 2022 at 5:00 p.m. (Estonian time).
In order to authorize a representative, the shareholder may use the proxy form, which is published on the Company’s home page http://www.trigonproperty.com/ and attached to the notice of adoption of resolutions on the Nasdaq Baltic stock exchange homepage (www.nasdaqbaltic.com). Power of attorney revocation templates are also available at the same location.
Shareholders, whose shares represent at least 1/20 of the Company’s share capital, may request the inclusion of additional items on the agenda of the annual general meeting, if the corresponding request is submitted in writing at least 15 days before the general meeting, i.e. no later than May 16, 2022 at 11:59 p.m., to the e-mail address [email protected] or at the Company’s office at Pärnu mnt 18, Tallinn, 10141, floor IV. A draft decision or rationale should be submitted together with the proposal to complete the agenda.
Shareholders, whose shares represent at least 1/20 of the Company’s share capital, may submit a draft resolution to the Company in writing on each item on the agenda, by posting the draft to the e-mail address. email [email protected] or at the Company’s office at Pärnu mnt 18, Tallinn, 10141, floor IV. The project must be submitted in electronic form or by post in order to be delivered and received by the Company no later than 3 days before the general meeting, i.e. no later than May 29, 2022 at 11:59 p.m.
At the general meeting, shareholders have the right to receive information from the management board on the company’s activity. The management board may refuse to provide information if there are reasonable grounds to believe that it could cause significant harm to the interests of the company. In the event of refusal by the board of directors, the shareholder may ask the general meeting to decide on the regularity of the request or to introduce a legal action within fifteen days, seized by request, in order to compel the management board to disclose the information.
Documents relating to the resolutions
Documents relating to the general meeting, draft resolutions of the general meeting and other documents submitted to the general meeting in accordance with the law (including the annual report of the company for the financial year 2021, as well as the auditor’s report and the proposed distribution of profits), together with other information subject to disclosure, is available for review as attached to the announcement of the exchange regarding the notice of adoption of resolutions published on the home page of the exchange Nasdaq Baltic nasdaqbaltic.com, on the Company’s website http://www.trigonproperty.com/, as well as upon prior notification from the notification of the general meeting until the day of the general meeting at the registered office of the Company in Pärnu mnt 18, Tallinn, 10141, floor IV on working days from 9:00 a.m. to 5:00 p.m. Please contact us in advance at [email protected] to request access to documents.
Information on shares and total number of votes, related to shares
As of May 11, 2022, the share capital of AS Trigon Property Development is divided into 4,499,061 shares without nominal value. Each share entitles its holder to one vote.
Member of the Management Board
Phone: +372 667 9200
E-mail: [email protected]