Minutes of the Ordinary General Meeting at

Agri Invest A/S, 3 May 2016

Re. 1: Election of chair of the meeting

Chairman Preben Hansen bid everyone welcome. Election of vote-counters:

Nomination and election of 2 employees from the auditors, Lene Kjær and Ole Suhr, + shareholder Ole Skårhøj.

Proposal from the board that solicitor Ole Nielsen should chair the meeting was adopted.

Deadline for the ordinary general meeting being called, receipt of agenda and financial statements was observed in accordance with the articles of association. Everything was issued on 15 April 2016, and thus the ordinary meeting is legitimate and competent to transact business.

Birthe Dencker, keeper of the minutes.

Ole Nielsen ran through the agenda and announced that items 2, 3 and 4 would be debated together as a single item. Election of the board prior to budget review due to the need to count votes.

Re. 2: The board’s report on the company’s activities during the previous year, by Chairman Preben Hansen

Chairman’s report:

First year as chairman, first report and the worst result returned to date with a loss of DKK 17 million, against budget forecast of a profit of DKK 8 million.

We knew from the autumn that the low yield would cost around DKK 12 million, followed by a fall in prices costing a further DKK 5 million. The final DKK 8 million was unexpected, and Richardt will account for this.

Details concerning day-to-day operations were dealt with at the shareholders’ meeting in the autumn.

It is important to me that the deputy chairman is fully informed. Good match – Jørgen gets up early and I go to bed late, so between us we cover almost the whole day. A big thank you to Jørgen for a fantastic working relationship.

We were already facing major challenges due to the need to plant extra seed in spring 2015.

New rules concerning MFO meant that the soya area was much bigger than wanted. With the knowledge that was available to us and the previous experience of others, this was all we could do. They were not the right areas to designate 3 years with alfalfa, as we are doing on some areas this year.

A challenging spring turned into a dry summer, such are the unfortunate circumstances that we sometimes face. We were convinced that the grubbing and depth treatment we had commenced in Oravita were so positive that this treatment should be repeated in Mizil and Videle. Farming operations are performed at a good level, but there are of course always things that can be improved.

During the summer and autumn we experienced 2 machinery breakdowns which lasted an unacceptably long time. We had to use locals to help, which was not ideal, as Jørgen will describe in more detail.

Jørgen Stougaard – presentation of operations:

A machine was out of action for too long and the machinery firm did not have enough trained personnel, so this presented major problems. We have now concluded an agreement with an English firm which will take care of service and maintenance. They discovered obvious faults on the machines, but we were unable to get any spare parts. We have now entered into a new agreement such that we can obtain items directly from stock and thereby save time. Business procedures have been greatly optimised with regard to issues with the machines, and we are now contacted quickly, such that there is back-up from home within 24 hours.

Unchanged strategy with regard to the sale of crops – unfortunate in relation to price development, but still possibility of mixing wheat such that everything satisfies the requirements for sale of bread wheat.

Rape is the only thing we sell in advance, and conditions are not so problematic in this case, although not 100 % reliable due to the risk of hail, for example.

You were informed about the harvest in the autumn.

Autumn – the best we have experienced, with large area of winter seed which has exhibited greater reliability. An extra 1800 ha sown compared to last year has proved challenging in terms of liquidity, but has provided greater reliability than spring crops.

We have completed construction at the 2 sites. Financial support has been applied for, a process which is now complete. It is a process that lasts a long time and has an impact on day-to-day operations. Administratively hard-going and challenging in terms of liquidity.

Strategic plan: Strategic plan 2016-2019:

The 2012-2016 plan had excessively high expectations, as we can clearly see now. We were short on experience, but unfortunately cannot turn back the clock.

Newstrategy based on the last 3 years, which we hope will be more realistic thanks to the experience we have gained.

A little cautious with yields, choosing the most reliable, but prices are always a major uncertainty.

Clear challenges in terms of costs with the results we can achieve. In terms of sale of sites, the following are prerequisites for a good price:

• Good
• More land registered in cadastre – currently only 14% in the eastern part
• Take out the worst areas – only have good, continuous areas in operation
• More consolidation
• If sale of Oravita is completed within a year, the strategic plan will have to be revised.
• Reorganisation of management if we sell. Completely different structure with only 2 properties.

Sale:

We could simply contact an estate agent, but this would not be prudent – they are greedy. Nobody has exclusive rights and Richardt is managing the process very well. It is taking a long time – we submitted a lot of material in the autumn, but things are progressing well at present. I was down there yesterday, but we have not yet secured a clear agreement, as was also the case when I was down there in March – and we have another 2 showings during the next couple of weeks, so I am confident we will be successful.

A big thank you to the board and employees for an exciting and somewhat challenging year. Great endeavour has been exhibited, but unfortunately this has not resulted in a satisfactory result. The things we now have are in good condition and performing well, but we have been a little too optimistic. However, I still feel comfortable with regard to the investment.

Re. 3: Presentation of the audited annual report and management’s review for adoption, by Managing Director Richardt Duus

The financial statements have been issued, and everyone has probably seen them. Instead, I will concentrate on analyses and remarks with explanations for the poor result.

Agri Consortium Mizil has been merged with Amaru Trade, so we have one fewer company, which has reduced costs.

We have halted investment for as long as the current financial situation remains. I also believe that we have the machinery and plant we need.

Sales situation: Very much a buyer’s market at harvest time – more at world market level around Christmas and New Year, when we sell the most wheat and maize.

We have not got full return on the investment we have made in terms of storage this year, but we have followed the strategy.

The drought has resulted in drought aid being granted, but we have only received a small amount in Oravita due to the fact that we have not suffered sufficient losses in other areas in relation to our neighbours.

At the end of April new MFO rules were published that have caused us considerable problems.

Why have we ended up with a result that is DKK 24 million below budget? (see slides)

Costs of raw materials and other external costs rose dramatically from 2014 to 2015, which of course was analysed (see slide).

Current assets: Increase in receivables – a challenge in 2015/16.In 2014 we received our entire subsidy from October-January. At present, we have only received 50 % of what is owed to us due to ITproblems. This has resulted in a shortfall of DKK 8 million.

VAT owed to us–approx. DKK 3.8 million was on its way when an error in reporting to the lntercommunitarsystem meant that we had to go through all our reports again in order to make the accounts balance. At its worst, DKK 17million was owed to us, which caused some issues in terms of liquidity. Despite this we have managed to get through this period – all raw materials have been delivered and applied on time. Production has also functioned well.

Equity–Revaluation of land this year, resulting in an increase of DKK 22.3million after deferred tax. Total rose from DKK 403-407million.

Debt: Increased due to factors described above – discussed later. Should of course also cover operating loss.

Exchange rate regulations of DKK 1.7million – due to shares recorded in RON.Fictive – we always trade in Euro, but the figures must be included in the financial statements.

Buildings and plant are entered at acquisition cost minus depreciation, as we pay property tax of 1.2 % such that this is the optimum method.

Conveying equipment, etc., is designated as hardware – and therefore assessed differently.

We have received DKK 19.3million in FEADR subsidy. Over the years we have received a total of DKK 27million, and there may still be further possibilities, although there are some costs involved.

Negative deviations from the 2015 accounts:

Poorer yields – some crops have been extremely disappointing, including maize dropping from 7-8 tonnes to just 4.2 tonnes.

Rape in Videle was a complete disaster due to the wet conditions. We had the plant production consultant down there, but we could not carry out any operations, so we diverted our efforts to sowing the other spring crops.

700 ha of Soya resulted in a huge loss.

Total deviation of DKK 17.56million – DKK 11.8 million due to yield quantity, whilst the last DKK 6 million is due to prices. Unit costs rose considerably from 2014-2015 due to:

Overspend of DKK 700,000 on soya – spent a lot of money, but did not get a decent return. Increased maintenance DKK 1.4million over budget.

DKK 450,000 spent on manager assistant in Oravita – deemed to be an important investment. Costs for2014 in line with budget, but we did not manage to sow 900 ha, which had a knock-on effect on the 2015 accounts to the tune of approx. DKK 2million.

Tax on land has doubled.

The way in which we have set up the companies is complicated – it costs a lot of money, but we believe that it represents due care with respect to the transferability of the land and in terms of qualifying for APIA/hasubsidy.

Debt in 2015 has increased by DKK 35,888,000:

Investments in machines,silos, yard equipment               DKK 22,220,000

Increase in current assets(funds tied up)                         DKK 7,265,000

In addition to financing of operating loss.

Investments – cf. below:

Maschines	DKK 1000
ERMO drain grupper Videle	63
Case IH Steiger 450 Videle	1,565
Great Plains Subsoiler Videle	291
Amazone Pantera self-propelled spray Mizil	1,906
Case IH steiger 600 Mizil	1,825
VW 4×4 Mizil	85
Great Plains subsoiler Mizil	291
New Holland T9.560 Oravita	1,700
Toyota 4×4 incl. VAT Oravita	210
Water truck 24000 I & Dolly incl. VAT Oravita	193
Köckeling 9m seeding machine Oravita	977
3 drainage channel tools	54
3 x GPS for articulated Case/NH	300
TOTAL INVESTMENTS IN MACHINERY	9,460
Lime Oravita, Videle and Mizil	812
Silos, conveying equipment, foundations, etc. Mizil	3,806
Fire, wastewater, waste, plant housing, network	1,338
Silos, conveying equipment, foundations, etc. Oravita	3,795
Fire, wastewater, waste, plant housing, network, mill and mill housing	2,173
Completion of sites & diverse	836
TOTAL INVESTMENTS	22,220

Finally, I would like to inform the ordinary general meeting that I am resigning my position as managing director. At the same time, it has been agreed that as consultant I will be assuming responsibility on a temporary basis for a number of aspects in connection with the sale of the Oravitasite, i.e. legal matters, tax, servicing and facilitation of agents and potential buyers, in addition to participation in negotiations in this regard.

Debate:

BoArvin:We’re a group of 16 shareholders that have held a meeting about the situation in Agri Invest. We sent a proposal to RichardtDuus and Chairman PrebenHansen concerning the nomination of 3new candidates to the board, but they refused to circulate this proposal to the other shareholders.

The proposal was submitted within the deadline – and we therefore don’t think it right that the board wouldn’t circulate the proposal to the shareholders. As a consequence, we have sent the proposal to the mail addresses we have. Others can get a copy of the proposal if they wish.

We feel frustrated and deceived – we were counting on a professional board and management which, following establishment in 2005, had produced a good strategy 2012-2016 with red/amber/green scenarios showing results ranging from DKK 24.6 million to DKK 48.9 million during the period. After 6 years of operations-2005-2012 – it was to be expected that the management and board had built up an exhaustive technical and professional grounding for the preparation of the budget presented. Having faith in this, investors have invested DKK 350 million based on assumptions that have been erroneous and misleading.

Agrilnvesthas today pledged the firm as security for a loan of DKK 50million and crops for a further DKK 14 million. Such actions indicate that the firm is in serious economic difficulties due to continued negative operating results. Using the same grain prices as were realised in February/March this year, a loss of DKK 10.8 million has been estimated in 2016. In spite of this, a considerable reduction of costs doesn’t appear in the budget, which is an indication that operations are being carried out without due care.

2 years ago positive operating results were proposed by means of leasing out areas of land, with EU subsidy thus generating immediate profit. This proposal was brushed aside, in addition to which there was no enthusiasm for appointing new members to the board. We hope that this will be the case today, and we propose re-election of PrebenHansen and 3 competentnew board members, TorbenLauridsen,KjeldUhrenholdt andClausNørgaard, in order to turn the serioussituation around.

PH:We didn’t regard it as a concrete proposal – we discussed it and didn’t think that we could circulate the proposal concerning the new candidates and thereby discriminate in relation to those that are nominated at the ordinary general meeting. It’s normal that the board nominate each other for re-election. We can’t give preferential treatment to any shareholders. What you decide to do yourself is out of our hands, and you’ve done it soberly and properly. The 2012-2016 strategic plan has proved to be unrealistic, but was drawn up on the basis of the expectations we had at the time. Unfortunately, we can’t change it, although that would be ideal.

With respect to leasing of land, we’ve applied for FEADRsubsidy, but also have to follow the strategy that we’ve drawn up. It would be wrong to change strategy now.

Bo Arvin:Can nominations for new candidates be submitted prior to the ordinary general meeting, both from shareholders and the board, for circulation 10 days in advance?

Chair of the meeting:New candidates can be nominated right up until the vote begins.

PH:If we’re in agreement about this – it can be decided today – then that’s what we’ll do in the future and we can state it in the notice to the meeting.

Chair: We will vote by means of a show of hands. The proposal is adopted as a recommendation to the board.

Ole Bouet:Selling Oravita is a point of concern – is this wise, as it would be the best site that’s being sold?APPension has joined forces with First Farm, which has also posted a loss this year. Can’t we find a company that’s willing to invest in our company?

Ole Skårhøj:I agree with BoArvin. I’ve had faith in the board until now. We can’t accept continuous losses – it would indicate a lack of due care. New blood is required – but we’d like to keep Preben as chairman. You might all be good at coming up with explanations, but the losses have continued.

Recommendation: We’re selling Oravita – the “golden calf” – where we’ve established a good unit – why don’t we sell one of the other units? There’s only 14 % registered in deed in Videle andMizil. We should seriously consider selling one of the other units and then demonstrating in Oravita that we can run a successful farming operation.

Debt of DKK 60 million – and the future doesn’t look good. You need to take a long hard look at costs.

PH: We formed a company called Agri lnvest and we wanted to invest and create something of value that could be sold at a later date. The value of the land that has been prepared is a lot higher – and we now have the expertise and experience to prepare the other properties for sale.

We‘re also looking at AP, but if we’re not good at working the land, then perhaps it’s not such a good idea to get somebody on board and then commit ourselves to working the land for another 10 years. Unless you wish to do something completely different, we’re sticking with the strategy.

Ole Skårhøj: If we’re unable to get a good return in Oravita, I doubt that it’ll be possible at the other sites. With regard to selling Oravita, what’s the plan with regard to the shareholders in terms of any return?

PH: It will depend on the situation and the economy involved – you’ll be invited to a meeting when the time approaches.

RD:Cadastreregistrations – so far RON 4 billion has been allocated by the public sector to this project in Romania.It’s now up and running.InMizil it would cost approx. DKK 11-12million if we had to cover all the costs ourselves – and in Videle DKK 3.5-4million. We’ll wait and see whether some of this amount can be paid by the public sector before we commit DKK 15million of our own money. Buyers expect a very low price without cadastre registration.

Ejner Lyngby: I’m surprised that there are any buyers with operations the way they are. Is there anyone who can generate a profit?

Jens P.Storvang:I bought a share in Agrilnvest10 years ago. I’d hoped for something more – there are also many others in the same boat.Sales process? With such poor results, a sale has to be made. What has the board done? It’s the shareholders’ money – so we’d like a little more information.

Bjarne Møller:Last year 2 potential buyers were mentioned – are they the same buyers? Question to the board: are we visible enough when we refuse to negotiate with estate agents? A whole year has gone by – and we’re very isolated. Something has to happen now.

Jens Møller Nielsen: I understand that you don’t have a price you can disclose at this time.

Valdemar Bogh:I agree with the comments regarding sale. With such poor results, we must sell as soon as possible. I’d like more details concerning the sale. The sales strategy concerning wheat – we’ve lost DKK 20 – can’t this be changed?

Poul Erik Nielsen:I agree with Skårhøj. Why not sell everything – instead of just the best site? Can only accept operating results if capacity costs/ha stay the same or are lower.

Poul Knude Nielsen:Don’t have so much faith in the positive operating result. We’ve been presented with good calculations, etc., many times. What have we taken into account this time? I think we should sell the whole firm. If we sell off the best, will our money then be used to finance the other sites? Will the money be distributed – or will you use it yourselves again? Have you calculated the break-even point in the event of a sale?

PH: We have contacted many parties with regard to a sale – including estate agents. They can demand up to 5 % of the sales price in fees. We have tried to set a price for the whole package. We have focused primarily on Oravita – and sent material to 8-9 interested parties. We don’t have anything concrete yet. A high fee also requires a high price. The party we were with yesterday was the one we have the most faith in – a wealthy family business, where the project was presented to the managing directors and general manager in the autumn. They wish to see it during the growth period. The managing director saw the facility in March. He was a very capable farmer and very thorough. It was a very positive contact – and interest remains strong.

On Monday in Bucharest we presented the project to a major venture capital firm. The decision-making process is very short and they will come and see the facility on 6^th May. There’ll be a showing to a 3^rd party the following week. There is interest, and the interested parties are serious bidders with the necessary funding.

RD:APPension – we have a connection which we’re testing through a firm of solicitors. Perhaps something will come of this, but if the situation is a price of +5,000 EUR/ha and lease-back with 4-6 % in interest with operations for 10 years, then I think we’d have to be under a lot of pressure to agree to such a deal.

With regard to wheat, the market is under a lot of pressure – lost DKK 5/hkg in relation to sales in the autumn.

The break-even point on sales price is calculated in complete units and not in hectares. When we have such large areas, this must also have a value, and there is understanding of this.

The Oravita site isn’t necessarily the best, but is the most advanced. The others have better locations and are closer to Bucharest.

PH: Buyers have received a price indicated on the basis of what we think is correct.

If we sell the entire package, then we’ll have to change the future strategy. I don’t think the time is right, unless someone makes an interesting bid.

Answer to Knude Nielsen: If a concrete bid is received, you’ll be invited to participate in the decision-making process.

Storvang: Reasonable rate of return – DKK 50,000/ha – is that reasonable?

Ole Nielsen: Has AP Pension concluded an operating agreement with First Farm? Can we strike while the iron’s hot? A sale at, for example, 80 % of our invested capital, could that be a possibility?

Troels Bastholm: Bad idea to back out now! It’s not ready for sale – and it would be stupid to sell now.

Lars Bech Hansen: What is development like on land prices in Romania in general?

Erik Hansen:Article in a magazine-8-10,000EUR/ha on just the other side of the boundary near Oravita. If we make a sale, will it be calculated equally across the shareholders, or can some withdraw now?

Chair: All shareholders are a unit today.

Brian Sørensen:The 2012-2016 strategic plan was a mistake. You don’t appear to have learnt from it. If the land has increased by 50 % in recent years – and will increase by 30 % during the next few years – the entire facility should be leased out.

Jørn Østergaard: Sell the entire project – reports have always indicated hopeless weather conditions down there. Do we have a networking group down there?

PH:Concreteprice – I don’t think it makes sense to disclose that now. We’re looking at the market down there. If we can sell at the prices we have at present, we’ll get a good return. Price development – doubled during the last 10 years and will probably increase by 30 % in the future. I still think we should get the site ready and sell down the line at reasonable prices.

Networking groups are difficult – as the areas vary greatly. The eastern part has been good for First Farm – it lies close to our areas, which have been poor. We’re not doing worse than others when we look at the fields.

Michael Dam Madsen:Are we ready to take a loss now – instead of risking further losses down the line?Have you received a bid – and what is it?Managing Director: Do you have a new candidate?

Jan Larsen:The price of land that appears in the accounts – does it take into account that some of the land is registered, whilst other land is not? Sell – we’re never going to earn any money down there.

Niels Lunden: We hear a lot of negatives. New members of the board – let’s hear what Jens Bigum, as a relatively new member, thinks.

Jens Peter Hedevang: I’m happy to leave it to the chairman and new board to come up with a strategy that’s best for us.

PH: The price we were offered wasn’t interesting. With regard to a new buyer, we shall put forward a price.

We have no candidates for a new managing director. My shares are not for sale below equity value = 127.

Niels Lunden: It’s a problem if the shareholders can’t agree on the price at which shares will be sold.

PH:If you wish to sell, you can offer shares for sale on the website.

Thank you to Jens Peter for his faith in us.

RD: The evaluation reports reveal very different prices of the land. Logistics and many other factors are important, valued at DKK 310 million for all hectares – with a difference between land with and without cadastre registration.

Chair: The sale of shares is not a matter for the board.

PH: According to the articles of association, everyone can buy and sell shares whenever they like.

Chair: Report and financial statements unanimously adopted by show of hands.

Re. 4: Decision concerning utilisation of profits or coverage of loss in accordance with the adopted annual report

In accordance with the Annual Report.

Re. 5: Presentation of budget 2016 – cf. appendix to Strategic Plan

Budget assumptions:

Unit costs are a little lower than those that have been realised in 2015 – due to the fact that we had many extra hectares.

Energy costs lower in 2016, since prices have fallen significantly. We had high diesel prices right through until the end of 2015.

Maintenance: DKK 5 million set aside for maintenance. We reorganised maintenance on machines. We have agreed deals with new partners that will provide improvements.

Wage and salary costs about the same.

Property tax and insurance: Property tax almost doubled relative to start of project at RON 60/ha.

Misc.:Many components. Quite expensive with the company structure we have. Costs approx. DKK 1 millionin administration/authority requirements and auditing costs. We have no output VAT – only input VAT and thereby a lot of money outstanding here. It is therefore important to have good contingency.

High FEADR costs.

Consultant expenses incl. swap of land, etc.

Solicitor – we have 2 employed.

Financing costs in 2015 affected by exchange ratemovements.

Distribution/taxation in event of sale of Oravita:

If we sell Oravita, we can avoid tax on profit in Romania if we carry out a splitting off such that one party owns the land and the other the yard. Instead of selling land, it will be as shares – so we can take the proceeds home to the Danish parent company. According to the law, we can pay off debt – e.g. in the parent company and qualify for dispensation – distribution/taxation, sale of shares, and only any profit is subject to tax.Rodenlnvest has done this, and it should not be a problem here.

There is also a possibility of re-investing distribution if anybody wishes to. More info will be provided as we close in on a sale.

Re. 6: Election to the board

Claus Melgaard was NOT willing to accept re-nomination.

Nominations to the board:

Preben Hansen, Palle Kjærsgaard, Jens Bigum, Torben Lauridsen, Claus Nørgaard and Kjeld Uhrenholt.

The nominees each presented themselves.

Re-election to:

Preben Hansen (4,303)

Jens Bigum (2,798)

Palle Kjærsgaard (2,568)

Newly-elected:

Claus Nørgaard (3,703)

TorbenLauridsen(2,245) and KjeldUhrenholt(2,035) were not elected. There was a turnout of 4,498 votes – corresponding to 70.2 %.

Re. 7: Election of the auditor

PrebenHansen:We talked last year about coherence in terms of auditing. We have used BDOinTimisoara, so BDOinAalborg is proposed as the auditor in the future. A good idea to have the same auditor as in Romania if, for example, we are to complete a sale.

BDO unanimously elected as auditor.

Re. 8: Incoming proposals

Proposal 1: In Article 1 of the Articles of Association the 2^nd line is deleted as follows:

Current wording:

The name of the company is Agri Invest A/S

The address of the company is Randbyvej 33, Lillevorde, 9280 Storvorde

The registered office of the company is the Municipality of Aalborg

New wording:

The name of the company is Agri Invest A/S

The registered office of the company is the Municipality of Aalborg

Reason:

Having the company’s address registered with the Danish Business Authority is done for administrative reasons only, since a change of office address does not then require amendments to the Articles of Association.

Proposal unanimously adopted.

Re. 9: Any other business

Recommendation from shareholder to the board that only 1-2 nominees should be voted for, instead of 3-4.

PH thanked the chair of the meeting for doing a good job, expressed his thanks for his election and to Claus Melgaard for the huge amount of work he has put in. Claus was involved from the very start, and it would have been nice with a good result at the close.

Richardthas been involved for just as long, and we have enjoyed good, close collaboration, so the situation was not ideal. We have had great deliberations on how we could move on in the best manner, and we have a number of financial institutions on which we are highly dependent. Great deal of praise to Richardt. We have concluded a good agreement and can continue the sales process with his extensive knowledge.

Thank you to those present at the meeting and for your support. We will continue to do our best in the future.

Keeper of the minutes Birthe Dencker Sørensen

___________________________________                

         Chair of the meeting, Solicitor Ole Nielsen