Notice of calling the annual general meeting of shareholders of AS Trigon Property Development and notice of changes to the composition of the audit committee

Notice of calling the annual general meeting of shareholders of AS Trigon Property Development

AS Trigon Property Development (registry code 10106774, address P�rnu mnt 18, Tallinn 10141, hereinafter the „Company“) calls the annual general meeting of Company’s shareholders, which shall be held at 14:00 on 4 June 2021 (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 2020

To approve the annual report of the Company for the financial year 2020, in accordance with which the consolidated balance sheet value of the Company as at 31 December 2020 was 2,497,679 Euros and the net profit for the financial year was 347,893 Euros.

          2.     Allocation of profits for the financial year 2020

To transfer the consolidated net profit of the Company for the financial year 2020, in the amount of 347,893 Euros, to the loss of previous periods.

          3.     Appointment of the auditor for the financial year 2021 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 2021. 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 Joakim Johan Helenius, to extend the term of office of the member of the Supervisory Board of the Company Joakim Johan Helenius for an additional five (5) year period.

          5.     Amendment of the Articles of Association of the Company

In relation to the reduction of the share capital of the Company, to amend the Articles of Association of the Company and approve the Articles of Association in the wording presented to the general meeting of shareholders.

          6.     Reduction of the share capital of the Company

To reduce the share capital of the Company on the following terms:

(i)      Reduce the share capital of the Company by 1,849,114.07 Euros, from 2,299,020.17 Euros to 449,906.10 Euros.

(ii)      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 by 0.411 Euros, from 0.511 Euros to 0.10 Euros. The number of shares will remain the same (4 499 061);

(iii)      Upon reducing the share Capital, a monetary payment of 0.089 Euros per share shall be made to the shareholders. The payments to the shareholders shall be made in accordance with the deadlines prescribed by law;

(iv)      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; and

(v)      The list of shareholders participating in the reduction of share capital shall be fixed as at 23:59 on 18 June 2021.

Organisational matters

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 28 May 2021. 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:

1. Individual shareholders should submit an identity document, their representatives should also hold a valid written authorisation;
2. 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 info@trigonproperty.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 2 June 2021 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.

In connection with the spread of the coronavirus causing COVID-19 disease, the Management Board of the Company urges the shareholders to appoint Rando Tomingas, the manager of the Company, as a representative to vote at the general meeting) and not to participate in the general meeting in person.

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 20 May 2021, at the e-mail address info@trigonproperty.com 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 info@trigonproperty.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 1 June 2021 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 2020, 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 untill 5:00 pm. Please contact us in advance at info@trigonproperty.com to request access to the documents.

Information on shares and total number of votes, linked to the shares

As of 11 May 2021, 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.

Changes to the composition of the audit committee

The Company’s Supervisory Board has decided to make change to the composition of the audit committee of the Company, by recall Karola Sisask and appointing Mattias Tammeaid as the new member of the audit committee. The audit committee shall continue with two members, consisting of Kristi Aarmaa and Mattias Tammeaid.

Rando Tomingas

Member of the Management Board

Telephone: +372 667 9200

E-mail: info@trigonproperty.com

 

Attachments

• Annual report of AS Trigon Property Development for 2020
• New version of the Articles of Association of AS Trigon Property Development
• Draft resolutions of the shareholders of AS Trigon Property Development
• Draft Power of Attorney
• Draft notice for withdrawal of the power of attorney