TPD: Resolutions of Annual General Meeting May 11, 2017
The Annual General Meeting of shareholders of AS Trigon Property Development (registry code: 10106774) was held on May 15, 2017 in Tallinn, Viru Square 2.
The Annual General Meeting was opened at 10 am and closed at 10.30 am. The shares of the shareholders who attended the Annual General Meeting represented 2,684,692 votes, constituting 59.67 % of the total votes granted with shares. Therefore, the Annual General Meeting was competent to pass resolutions regarding the items on the agenda.
Resolutions of the General Meeting:
1. Approval of the Annual Report 2016
The shareholders of AS Trigon Property Development resolved to approve with 2,684,692 votes i.e. 100% of votes in favour the Annual Report of the company for 2016.
2. 2016 loss allocation
The shareholders of AS Trigon Property Development resolved with 2,684,692 votes i.e. 100% of votes in favour to use the consolidated net loss in the amount of 64,469 euros to the loss of previous periods.
3. Appointment and remuneration principles of auditor for the financial year 2017
The shareholders of AS Trigon Property Development resolved to elect with 2,684,692 votes i.e. 100% of votes in favour AS PricewaterhouseCoopers (registry code: 10142876, address: Pärnu mnt 15, 10141 Tallinn) as the auditor of the Company for the financial year 2015. 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
The shareholders of AS Trigon Property Development resolved with 2,684,692 votes i.e. 100% of votes in favour as follows:
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
The shareholders of AS Trigon Property Development resolved with 2,682,192 votes i.e. 99,9% of votes in favour as follows:
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.
Aivar Kempi
Member of the Management Board
+372 66 79 200
info@trigonproperty.com
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