euro adhoc: AGRA TAGGER Kraftfutterwerke und Mühlen AG / Annual & Special Corporate Meetings / AGRA TAGGER AG - Special Shareholder Meeting held (E)

Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.

Graz/Vienna - Mr. Michael Kauer, CEO of AGRA TAGGER AG provides the following information:
As announced in the "Amtsblatt of the Wiener Zeitung" on November 4, 2002, AGRA TAGGER AG held its Special Shareholder Meeting on November 22, 2002 in Graz.

• The Agenda of the Shareholder Meeting was as follows:

- Approval and authorization of the CEO of the Company to increase the share capital according to § 169 AktG by up to 50% of its current share capital at the time of approval, however not more than Eur 7.5 million, which can also be done in form of a contribution in kind.

- Resolution regarding the simplified reduction of the share capital of the company according to § 182 AktG.

- Changes of the statutes including change of company name.

- Reporting and resolution concerning the merger with AGRA TAGGER, Inc. Dover, Delaware, USA.

• Resolutions passed by the Shareholder Meeting
The management has been entitled by means of an authorized capital to increase the nominal capital of the company within the next five years by EUR 2,373.177,-- in exchange for contributions in kind or in cash and by issuing new shares thereon.

The nominal capital of the company has been reduced to EUR 4,746.356,-- by means of a simplified capital reduction.

Further, the company name has been changed to "AGRA TAGGER AG". All of the resolutions will be effective upon registration in the companies register.

Furthermore, the shareholders took notice of and generally consented to the report by the company’s CEO, Mr. Michael Kauer on the intended merger. Mr. Kauer reported that, due to the contemplated Share Option Scheme, the contribution in kind adopted in the 12th ordinary general meeting of August 2, 2002 has proven not to be appropriate. Instead it is now intended to transfer the entire business of AGRA TAGGER AG to Agra Tagger, Inc. after the shares of Agra Tagger, Inc. have been admitted to a listing on the Vienna Stock Exchange. In consideration AGRA TAGGER AG will be granted shares in Agra Tagger, Inc. which will subsequently be distributed to the shareholders of AGRA TAGGER AG. The agreement concerning the business transfer as well as the liquidation of AGRA TAGGER AG will be subject to the approval of the Board of Directors and the consent of the relevant authorities and the Shareholder Meeting.

• Transaction steps for completing the merger
1. Resolution of the Shareholder Meeting
2. AGRA TAGGER, Inc. will be listed at the Vienna Stock Exchange
3. Transfer of the assets and liabilities with the exception of the share equity of AGRA TAGGER AG to AGRA TAGGER, Inc. in exchange for new shares of AGRA TAGGER, Inc. to AGRA TAGGER AG (these shares will later on be issued to the shareholders of AGRA TAGGER AG)
4. AGRA TAGGER AG will be converted into a limited liability company in order to achieve a simplified dissolution of the company.
5. Liquidation of the limited liability company
6. Distribution of the remaining assets (2,373,177 shares) to the shareholders of AGRA TAGGER AG. The total number of AGRA TAGGER AG shares is also 2,373,177.
7. AGRA TAGGER, Inc. acknowledges that the remaining asset in form of 2,373,177 shares was distributed to the individual shareholders of AGRA TAGGER AG and AGRA TAGGER AG’s shareholders receive shares in AGRA TAGGER, Inc. at a ratio of 1:1.

  • Result of Merger
  • AGRA TAGGER, Inc. is the surviving company
  • A Delaware, USA, company with international status
  • Listing at the Vienna Stock Exchange and Frankfurt Stock Exchange
  • Exchange of the AGRA TAGGER AG shares for AGRA TAGGER, Inc. shares at a ratio of 1:1
  • Listing at the American Stock Exchange and ‘Secondary Offering" for US$ 100 mio in steps

• Future business activities
AGRA TAGGER, Inc., the surviving company, will focus in the future on its trading and investment business as outlined in the jointly developed business plan

AGRA TAGGER, Inc. is a Delaware, USA company with the currently largest individual shareholder being Mr. Naranjan R. Naidoo. Mr. Naidoo is the successor of an Indian family business which has been involved in trading for more than 118 years and which emigrated to South Africa three generations ago. The corporate office of the Naidoo Family, as well as of AGRA TAGGER, Inc. (which was founded last year) is located in Dubai, United Arab Emirates.

Mr. Naidoo, the Chief Executive Officer is responsible for the trading business. Mr. Kauer, the current CEO of AGRA TAGGER AG is the President of the surviving company and responsible for the investment business arm in Europe. The surviving company will focus on its trading and investment business as outlined in the jointly developed business plan.

In order to keep its shareholders up to date, the company will shortly publish additional information in regards to new developments.

The shares of AGRA TAGGER AG are being traded at the Vienna Stock Exchange under the trading symbol "AGT.EAV" and at the Frankfurt Exchange under the trading symbol "AA6.FSE".

Further inquiry note:
Michael Kauer, CEO
Tel.: 0316 263131-24
Fax: 0316 263131-20
Tel: 0316 263131-0
FAX: 0316 263131-20

end of announcement euro adhoc

Emittent: AGRA TAGGER Kraftfutterwerke und Mühlen AG
Puchstraße 17
AT-8020 Graz
Tel: 0316 263131-0
FAX: 0316 263131-20
ISIN: AT0000804505
WKN: 80450
Indizes: WBI
Börsen: free trade Frankfurter Wertpapierbörse; official dealing Wiener Börse AG
Branche: Financial & Business Services
Sprache: Englisch