Minutes from the General Meeting of Agri Invest – 22 May 2025

Location: Tower Hall at Agillix, Hobrovej 437, 9200 Aalborg SV

1. Election of director
The Board proposed Jens Bigum.
Chairman Jørgen Stougaard welcomed everyone, and Jens Bigum was elected as director.
He confirmed that the general meeting had been legally convened and reviewed the agenda.

2. Report from the Board on the Company’s Activities in the Past Year
Preben Hansen also welcomed those participating via Teams.
At the shareholder meeting in December, we reviewed the entire operation, but will nonetheless give a short summary here, as it ultimately forms the basis for the results we are presenting.
Further financial information was reviewed by BDO, Christian Brasholt.
The report has been prepared to align with the PowerPoint slides and is intended to be as reader-friendly as possible when sent out.

PowerPoint – Key Figures
The biggest impact on EBITDA was a reduction in yield of 15,000 tons of crops, primarily in the east due to drought.
The lack of water in autumn 2023 meant that there was very little rapeseed included in the 2024 cropping plan, even though rapeseed is a crop we prefer to include.
In December 2024, we expected a result of -10 to -5 million DKK, and we have now landed on a result of -5 million DKK after tax. However, inventory as of 31/12/2024 was sold at higher-than-expected prices, meaning that we are carrying 6–7 million DKK into 2025.

PowerPoint – Equity

Given this year’s operating result, the increase in equity is solely due to land value increases, which have again been evaluated by Darian – a large, well-recognized valuation firm.
The intrinsic value last year was 187.6 and has increased this year to 195.7.

PowerPoint – Share Price Development
As of 31/12/2024, the share price was 149.9 DKK. By 20/05/2025, it had decreased to 147.21 DKK, primarily due to the presidential election. Fortunately, a pro-EU candidate was elected.

PowerPoint – 2024 Cropping Plan + 2025 Budget
The cropping plan for 2024 covered 13,183 hectares. Efforts are continuously made to expand this area, primarily by bringing more owned land into active use through ongoing and improved land mapping. Several new lease contracts have been signed, and small plots have been purchased. The increased area also aims to compensate for land expected to be lost in the future due to solar panel installations. As a result, the harvest area in 2025 is projected to be approximately 13,779 hectares.

PowerPoint – Production Volume (Budget vs. Actual)
Across all crop types, there is a shortfall of 15,000 tons, with the most significant deficits in wheat and sunflower.

PowerPoint – Sales Prices
We did not fully achieve the budgeted prices, which is my responsibility. When setting prices, the board used MATIF, but failed to deduct the collection costs, which are higher during harvest than at other times of the year. I did not factor this into the calculations. However, the large inventory we held on 31/12 was later sold at a significant profit, which will be reflected in the 2025 accounts.

PowerPoint – Realized Yields
2023 yields are represented in light blue, 2024 in dark blue, the average for 2016–2024 in grey, and the 2025 budget in orange (as shown in the presentation).

PowerPoint – Summary of Results
At the December 2024 shareholders’ meeting, expectations were announced at a result between -5 to -10 million DKK. The realized total loss was 5 million DKK (after tax), which was significantly influenced by:

• Drought-affected harvest (missing crop volume of 15,000 tons)
• Received drought relief / state compensation for falling crop prices (positive impact)
• Declining crop prices compared to the budget

 PowerPoint – Map Overview
Our production sites are marked on the map shown in the presentation.

PowerPoint – Valuation of Agricultural Land
Land values rose approximately 7%, including valuation adjustments based on land usage, so no reservations are needed regarding pricing. Growth is slightly slower than in previous years, but it is heading in the right direction.

PowerPoint – Cadastre
Progress is slowly moving in the right direction. Total land ownership now stands at 10,660 hectares.

PowerPoint – New Organization: Denmark
A slide was presented showing the administrative organization. Bent Jeppesen, Jørgen Stougaard, and Preben Hansen formed the executive committee last year, with authority defined by the board. Previously, I served as acting chairman, but due to changes in legislation and interpretation, the board decided to switch roles, so that Jørgen Stougaard became chairman and I became managing director. This has not significantly changed how we operate in practice. Birthe continues to serve as secretary.

PowerPoint – Organization in Romania
The 2024 structure is the same as shown in the first presentation. A new organizational chart was introduced after Jan Kærvang Nielsen stepped down as operations manager in Oravita on 15 March 2025. Bo has been hired as the new farm manager. A review of the new chart shows that five new employees have been hired in production, and they have all integrated well. Steen now serves as overall manager of all operations units, ensuring consistent and efficient operations. A new administrative agronomist, Alexandre, who has extensive experience in the field, has been hired. She works at the office in Amaru and assists Steen with purchasing activities. All transactions are approved by Steen and PH. The system is working very well.

PowerPoint – Focus Areas
Ensure ownership registration of the remaining land areas. • Strategically consolidate land holdings and bring idle land into own operations or lease them, including purchasing small parcels within existing fields to increase total valuation. (Small plots in our cultivation area are still being purchased in the range of 4,500 to 6,000 EUR/ha, while larger parcels trade in the range of 6,000–8,000 EUR/ha.) • Explore opportunities to expand the crop plan in established areas through lease agreements, small acquisitions, etc. • Continue development of renewable energy projects (solar and wind). Development agreements currently cover approx. 2,000 hectares. Although slow-moving, the projects are already generating modest income.

PowerPoint – New Land in Operation
In 2024, we purchased and took over the company Lara, which holds 500 hectares under lease. Lara is located near the farm site in Amaru and is managed from there. Purchasing the company was necessary to secure all lease contracts, which have durations of 5 to 10 years.

PowerPoint – Irrigation
We are in the process of acquiring the company Diagra, which over the last three years has established irrigation on 275 hectares via an existing irrigation association, chaired by the seller. A condition of the agreement is that the seller establishes a water line to our nearby fields, enabling irrigation of an additional 350–400 hectares. This brings the total irrigable area to between 625 and 675 hectares, making it possible to grow maize and potentially soybeans. On the map, the white-marked areas are those included in the Diagra acquisition. The red-marked areas are those we currently cultivate.

PowerPoint – Storage and Silo Capacity

It was not possible to acquire the silo in Videle, so the current plan is to expand the existing silo facility on-site by the 2026 harvest. In the meantime, the challenge will be managed as before, through selling and picking up crops during harvest.

PowerPoint – Rainfall
Seven rain gauges have been installed on our own land (two in Oravita were only installed in March 2025).

PowerPoint – Field Photos
With the budget in place, we are looking toward the future. I toured the fields in week 19, starting on 5 May 2025. Oravita with Bo and Denis: Wheat, soy, and rapeseed. A night frost of 6°C at the end of April caused only minimal damage to our crops, as all spraying had been paused three days in advance when frost was forecast. Soy has started off very well, and although the rapeseed is slightly curled, it shows good pod setting. Amaru: Wheat was sown directly into sunflower stubble using an Avatar seeder (we have purchased one for delivery this summer). Rapeseed was sown with a precision seeder at 75 cm row spacing and minimal soil cultivation. The results are excellent. Cilibia: Very dry conditions with visible damage to wheat and rapeseed on 5 May 2025. Fortunately, it rained that night, and conditions have since improved significantly. Videle: Sunflower was sown into soil left untouched since the last harvest, with very good emergence. Rapeseed is now fully bloomed out.

PowerPoint – ESG
The ESG report was prepared last year and is available on our website. Next year, we plan to describe our nature conservation areas, particularly in Oravita. In an era of growing interest in untouched nature, it is increasingly seen as positive to have such areas, which are also beautiful places to experience.

Company Sale

We have been contacted by a broker who claims to have a potential investor for Agri Invest. A meeting was held with the broker last week. He is familiar with our business, and after a short update, property showings are planned. Details are still limited, but that is the current status. As always, we will continue developing the company to the best of our ability and strive to deliver an operating result that can allow for dividend distribution.

PowerPoint – Annual Result

We are far from satisfied with this year’s result, but such is the risk in this industry where weather plays a major role. There is no proposal for dividend distribution this year.

That said, it is important to recognize the dedication of our employees, who have stayed focused even in challenging conditions.

Budget Expectations for 2025 (Compared to Shareholder Meeting in December)

Presented by Christian Brasholt – see PowerPoint slides. Expectations for the 2025 result show a profit of just under 19 million DKK. The presented budget is a projection of the draft budget presented at the December shareholder meeting, adjusted to reflect the final cropping plan, expected EU subsidies, etc. There is increasing pressure on wages. The current crop market deviates somewhat from the budget, although contracts for the sale of rapeseed from the 2025 harvest have so far been sold at the budgeted price.

3. Presentation of the Audited Annual Report and Management Commentary for Approval
Presented by Christian Brasholt Result: -6.1 million DKK before tax and -5 million DKK after tax. Equity stands at 627 million DKK. The chairman informed the meeting about the ‘Independent Auditor’s Report’ on pages 6–10 of the Annual Report, which contains no reservations.

Dialogue regarding the Management Commentary and Annual Report:

Poul Bech Sørensen: Participated in the shareholder tour in June 2024. It was a fantastic trip and a pleasure to see how well-managed the operation is. He was surprised by the vast distances and emphasized the importance of irrigation in dry years. He encouraged the board to continue investing in irrigation, even if only on small areas. He also asked whether value could be added to crops through poultry or egg production. There are good sales opportunities in poultry. We have an aging shareholder base and should explore the possibility of selling the company.

Preben: We have previously discussed livestock, but it is not currently a priority, as we are not fully equipped for it. Regarding irrigation – the biggest challenge is that there are not many locations where it is feasible. It remains our highest priority.

See slides about the irrigation project currently in progress.

Bent Knudsen: Are irrigation options possible via canals or boreholes? He was unsure about feasibility and costs per hectare.

Preben: Boreholes are possible, but we are not allowed to drill very deep. We won’t drill illegally. We are exploring options. The cost is approximately 2,500 EUR/ha to establish.

Regarding a potential sale of the company – we are always open to discussing a sale and will inform shareholders as soon as anything concrete arises.

Ejner Lyngby: Regarding a potential sale – could we organize groups of shareholders wishing to sell and approach a larger investor?

Preben: The question was subsequently discussed by the board, which concluded:

• Agri Invest as a company cannot facilitate the trading of shares.
• However, we can continue to maintain a buy-and-sell list on the website.
• If shareholders wish to sell at a fixed price, we are happy to circulate the offer to the shareholder group. The same applies if a purchase offer with a fixed price is received.

Flemming Wissing Christensen: Straw prices in Denmark have increased significantly – is straw in Romania only used for soil improvement?

Preben: We tried a barter trade in Amaru involving fertilizer and a calf producer, but the costs were too high. We only do this if absolutely necessary. There is not the same quantity of straw in Romania as in Denmark, and for us, straw has value in terms of soil improvement.

Ejnar Bech: How many brokers in Romania are aware that we are looking to sell? Urged the board to increase focus and communicate more broadly in Romania. Asked whether individual sites could be sold.

Preben: There are very few who are NOT aware – it has been mentioned in the Romanian media. Legally, we are prevented from selling individual sites due to tax laws: we must have held the land for at least 8 years to avoid a high tax of 80% on the gain. In recent years, we’ve focused exclusively on selling the company as a whole, i.e., Agri Invest A/S.

Poul Bech Sørensen: Since we didn’t acquire the large silo facility by the Danube, are there other plans to establish storage capacity?

Preben: There is a lack of storage capacity in Videle, and we couldn’t establish a new facility in time this year. We hope to have something ready for 2026, which would be more optimal.

Evald Borup: Reminded everyone that 20 years ago when we started, there was hope to eventually sell with a profit. Feels it looks difficult now.

Ejnar Bech: Has been involved almost since the beginning. Many shareholders have wanted to exit over the last 10 years. The purchase price for shares isn’t officially visible. The issue is that shares cannot currently be traded at intrinsic value. Value has increased by approx. 7% annually, but it’s not possible to sell at that level. Urged more active sales efforts in Romania.

Torben Andersen: From the start, the plan was to sell within 8–10 years. Maybe we’re asking too much – afraid that the investment won’t get better with time and the longer we wait.

Preben: We’re trying to increase awareness that we are looking to sell, but as they say in Romania, there is already broad awareness. We should probably start advertising. We use LinkedIn to raise awareness of our company.

Anne Dorthe Kristensen: How much does First Farms own, and are they interested in buying more? Preben: First Farms currently owns 10.2% – whether they want to buy more is up to them.

Evald Borup: First Farms will only pay a price of 125–130.

Jens Jørgen Andersen: We just need a slightly better earnings level and patience, and buyers will come. Preben: Certainly – but after two weaker years, it’s not easy right now.

Poul Bech Sørensen: We were previously in contact with some Chinese buyers – could that be worth exploring again?

Preben: They started strong, a huge company, arrived in a bus with various experts, used an expensive lawyer – and then suddenly disappeared. Nothing has happened since from that side.

Søren Svendsen: Considering how active the market is in Denmark, believes time is on our side. Could larger players in Denmark be interested?

Flemming Wissing: If we keep growing and investing, it won’t make selling easier.

Preben: We mainly grow through leased land, which is more cost-efficient. We don’t need to buy a lot of land to sell it later. We only buy small plots to consolidate fields, which increases value. So in that way, we are not growing substantially. Currently, we don’t know of any larger potential buyers in Denmark.

Approval of Annual Report and Management Commentary

The annual report and management commentary were approved without a written vote.

4. Decision on Allocation of Profit or Coverage of Loss
According to the approved annual report, the board proposes that no dividend be paid this year. The proposal was adopted without a written vote.

5. Authorization for the Company’s Purchase of Its Own Shares

Preben: This item must be included and approved each year. We’ve only used this once, when a shareholder unfortunately passed away, and the company bought back the shares. We have the right to purchase up to 10% of the nominal share capital.

Evald Borup: When you hold board meetings, do you discuss selling the company, or only operations and related matters?
Preben: Just mentioned an inquiry we recently received, but otherwise, it’s always an open topic and we discuss it regularly.

Christian Bagge: Great shareholder tour last year. I was surprised at how well everything looked. Selling must not become a rushed matter — just keep doing as well as you can. However, it should also be possible for those who wish to exit to sell their shares.

Ejnar Bech: The company should buy shares from those who want to sell. Preben: We should discuss it at a board meeting and see what we can do.

Preben: The board has received a mandate to offer a way to facilitate share transactions. They will continue working on this. Item approved.

6: Election to the Board of Directors

Re-elected for 2 years:

Jørgen Stougaard, Bent Blindkilde Jeppesen, Bjarne Møller, and Søren Jensen.

Søren Bredvig (First Farms) was newly elected for 1 year, replacing Anders H. Nørgaard.

7: Election of Auditor

BDO was re-elected without a written vote.

8: Proposals from the Board or Shareholders

None submitted.

9: Any Other Business

Evald Borup: Can shares be placed in a Section 3 account?

Christian Brasholt: CB subsequently investigated the matter, and the response is summarized below.

Use of the Business Scheme (VSO):

It must be emphasized that each shareholder must seek individual advice before making decisions based on the following:

“In the VSO scheme, it is possible to invest in shares/units, both those traded on a regulated market and unlisted ones. However, this can only be done via indirect investment — either through a pension savings plan (known as a §53A scheme, when funds originate from a VSO) or through special investment companies (known as §19 companies). This also applies to VSO investments in Agri Invest A/S.

• 53A Schemes (Pension Plans):
• 53A plans must be established with pension institutions and often require a substantial deposit. These plans must comply with the “placement regulations,” which do allow investment in unlisted shares/units if certain conditions are met. These are individual schemes that the business owner must establish through insurance or financial institutions.
• 19 Schemes (Investment Companies):

These can be standard A/S or ApS companies but must meet two conditions: 1. At least 85% of the assets must, on average over a year, be invested in securities. 2. The investment company’s holdings in other companies must be below 10%; otherwise, they are classified as subsidiary shares/units, which do not count toward the 85% securities requirement. Additionally, either: a) there must be 8 participants, or b) the articles of association must state that the company repurchases capital shares at no less than book value. If these requirements are met, it qualifies as an investment company, and shares/units can be acquired using VSO funds. An investment company may be established by an individual business owner or jointly by several.”

The elected members of the board were presented and gave a brief summary of the key focus areas currently prioritized:

• Common strategic direction
• No current plans for poultry or eggs – expensive to invest in, and it’s uncertain whether a new buyer would want it
• Irrigation and solar energy
• We want to sell, but not give it away. It must be at the right price, and we are very focused on that
• The timing of the sale is important; it wasn’t right three years ago, but now it might be approaching

Jens Jørgen Andersen: What percentage of shareholders is needed to approve a sale? Important to know if a large shareholder can block or delay it if the opportunity arises.
Preben: The question is answered by the board based on the articles of association:

Tag-along obligation: If one or more shareholders representing at least 75% of the Company’s capital want to accept an offer from an independent third party for direct or indirect purchase of their capital shares, they are entitled to require all other shareholders to sell their shares on the same terms.

Tag-along right: If an independent third party makes an offer to purchase shares from one or more shareholders, and the acquisition covers at least 75% of the Company’s capital, then the remaining shareholders (who did not receive the offer) have the right to also sell their shares under the same terms.

Henrik Hougaard, First Farms: If you’re willing to sell at the prices discussed today, then we are also interested in selling. The Executive Committee in First Farms has discussed increasing ownership to 15%. Agri Invest was not interested the last time this was brought up?

Jan Ulrich: Do we have the equipment to reduce soil impact so we don’t lose too much water? Maybe this could help stabilize income?

Preben: This has always been a goal. We have skilled operations managers and conduct ongoing trials. We’ve now achieved a soil structure that allows for reduced tillage in many areas. We only do what’s necessary. Diesel consumption has decreased year by year due to fewer passes over the land.

Ejnar Lyngby: Suggests amending the articles of association if, for example, they require 80% approval for a sale.

Preben/Jens Bigum: The articles were recently revised to accommodate a sales process, so we do not expect to make further changes.

Shareholder: How far are you with renewable energy?

Preben: Currently we receive about DKK 1 million annually, and we also have contracts in place for the wind turbine segment. That may not be operational until 2026. Around 600 hectares have been planned for solar panels, and this still appears realistic.

Jens Bigum thanked everyone for a good general meeting and closed the session.

Preben thanked Jens Bigum for his solid leadership of the meeting.

He also extended special thanks to the great employees, especially Jan and Steen, who have once again delivered outstanding performance this year. Thanks to Jan for 13 years of dedicated work at Agri Invest — we wish him all the best in the future.

Thanks to Anders Nørgaard for two years on the board — it has been very fruitful, and we have gained new and valuable inspiration. Good luck in your new job.

Welcome to our newly elected board member, Søren Bredvig from First Farms. We look forward to working with you.

Birthe ensures there is structure with shareholder records and excellent contact with the ownership circle — many thanks for that.