Minutes of the Annual General Meeting
of Agri Invest A/S on 7 May 2015

Re. 1: Election of the meeting chairman
Chairman Claus Melgaard welcomed everybody.

The board’s proposal of lawyer Ole Nielsen to be the meeting chairman was accepted.

The deadline for convening the Annual General Meeting, and receiving the agenda and accounts complied with the Articles of Association. All were issued on 16 April 2015, so the Annual General Assembly is legal and quorum.

Election of vote counters:

Proposal and election of two employees from accounts, Lene Kjær and Pernille Sørensen + shareholder Evald Borup Gerding.

Birthe Dencker, minute taker.

Ole Nielsen went through the agenda and stated that items 2 and 3 will be discussed under one.

Re. 2: The board’s report on the company’s business for the past year by chairman Claus Melgaard

Chairman’s report:

Group structure:

Agri Consortium Mizil has been closed down, so we now have 5 operations and 2 real estate companies. The land is in Agri Consortium and a little in Magica Amaru.

New max limit in terms of EU support introduced in Poland – max Euro 150,000 per company and in France max Euro 250,000 per company. In these countries, the demerger of companies is approved where this has happened before the introduction of the rules.

As yet, no rules have been established in Romania, but we must retain the companies for the same reason.

We have owned, leased and borrowed land.

There are still areas where we struggle with the neighbours, although we have documented ownership. In Vibe, we have land with challenges, but we are applying here if we do not agree on ownership with inflexible neighbours. After applying twice for HA support on the same plot of land, the process stops, which puts pressure on the neighbour, which tends to help.

Registration of land is expensive, and ownership must be cadaster registered when we need to divest assets.

Land status total:

A new law in 2014 gives the right of first refusal to co-owners, neighbours, tenants and the State. The advantages here are that for new buyers the process is more tedious than for us who are established.

Crop composition:
Soya has been grown, as it gives a certain advantage in proliferation in terms of spring crops, maize and sunflower. It has a factor of 0.8 – in relation to the others with 0.3 in the EU-hectare support system requirements for environmental crops.

Neighbours have good experience – price approx. +20% in relation to rapeseed.

Super previous crop for wheat and it gives high EU subsidies.

Please also see the PowerPoint at www.agriinvest.eu

Average harvest yields:

Average higher yields in 2014, but we need higher.

Construction activities:

Final construction activities started in Oravita and Mizil, so we must use the next 4-5 months here to complete.

Slight challenges in terms of the fire authorities and the EU in Oravita, and in Mizil where we are missing the last bit in terms of fire protection and the engineering house.

Now have silo capacity for our own crops of 57,000 tonnes.

The construction of two silos in Videle and a machine house in Mizil have been shelved due to economy.

Personnel/organisation

An assistant has been employed in Mizil, as we run on multiple shifts in busy periods. No changes in Oravita and Videle.

Focus areas:

The yields are not satisfactory, and have to be increased – 1 tonne more per HA corresponds to approximately DKK 12 million in profits.

Soil compaction – sale – swap

We are constantly working on sale, swap, etc., and only use our own lawyers.

Sale of Oravita

During 2015, Oravita should be fully developed and ready for sale.

Have had meetings with a number of investors from before Christmas and until now, and selected 2, which we are working further with. A confidentiality agreement has already been signed, and therefore we cannot publish more here. Neither brokers nor agents are involved.

It is financially strong European investors who have already invested down there and know the area. They currently own adjacent land equivalent in size with us.

They have received a field map, a list of assets, documentation, etc., and they have to give a price indication. Then we choose who to work with.

Both want a situation analysis conducted of the company if they purchase. Cost is the buyer’s expense.

If we get a conditional price offer, we will convene an extraordinary meeting to hear whether we should go ahead with it.

Sale of all the companies rather than assets gives us the tax advantage on the payment of proceeds, defers gains tax, etc. Have external resources to assist in the investigation of how we can restructure the land without us having to pay tax.

Re. 3: Presentation of the audited Annual Report and Management’s Report for approval by Director Richardt Duus

Independent auditor’s report:

Management has chosen a uniform principle for the statement of income and equity in the group accounts and parent company accounts. The joint liability for the group is now formalised. There is an auditor proviso of an accounting technical nature for the way this is recorded, but the parent company and group accounts now look similar.

Unsatisfactory result, despite an increase in crop yields.

No dividend payment proposed.

Larger finished goods, and fertilizer storage gives greater assets.

Debts to financial institutions is DKK 50 million, but take into account the following cash and receivables at the beginning of 2015:

• Crops sold for DKK 25-26 million
• DKK 4.1 million in credit on VAT
• DKK 4.8 million paid out in HA support

Buildings are at cost, land at assessor valuation.

Next time only the land has to be assessed, which will affect equity.

Equity finished at DKK 403 million.

We expect to receive DKK 4.6 million in FEADR subsidies. It is not included, as it is still uncertain.

Operating results for the individual sites can be seen on the PowerPoint at www.agriinvest.eu

Growing season 2013/14:
Oravita: Low but positive result due to a lot of lodged crops, which gave bad prices, hail damage, extremely increased pesticide spraying and increased diesel costs.

Videle: Good result.

Sold all the grain as bread wheat and “normal” yields for rapeseed and sunflower, but also extremely increased costs for spraying.

Mizil: Poor result due to, among other things, spring crop sowing was late and wet. Sunflower drowned, increased pesticide spraying, increased costs for cleaning and diesel costs. Difficult to combat reeds.

Debate of Items 1 and 2

Ejner Lyngby: Sale of Oravita – will any profits be distributed or stay in the group?

CM: Any proceeds end up in the parent company – further progress has not been clarified yet, but will of course go to debate among shareholders.

Valdemar Bogh: 1000 HA soya is a lot to start with. Has it been fully investigated? Deferred investment – is it profitable to start it again?

CM: The machine house in Videle is first.

RD: The plan was 3-400 HA of soya, but then there were new requirements in terms of environmental crops. After discussions with neighbours, both German and Danish, we felt that it was the best way to solve it, namely to get an actual production crop that counts relatively high as environmental crop into the rotation.

Lodged crops – has something to do with operations management, but we are very aware of it. Extreme weather conditions and problems the last year.

Horticultural Consultant Jørgen Evald Jensen: growth regulations were used 3 times, but it gave big problems. There are differences between varieties, also in terms of sowing time that we have been very aware of. It was generally in areas down there.

Ole Jørgensen: Perhaps we need to take a breath before we jump from one to the other – just a suggestion. Well aware that the EU is the cause of some of it, but give it some time when you are testing something new.

Valdemar Bog: Seeding is dramatically down – we didn’t know that in DK.

JJE: There is no answer book in Romania. Normally sow 300 kg/ha of Romanian varieties, and we have been nowhere near that. We believe we have found the right amount, at the correct time.

Even the brightest down there had problems with lodged crops.

Per Gade: Does it not also have something to do with fertilizers, etc.?

JJE: We gave it the fertilizer we believe it should have. If we look back 2 years, we were probably on the low side – it now has 150-180. It’s a little more complicated than in Denmark due to weather changes.

Svend Jensen: Operation managers – are they commission paid? It could be a possibility for higher yields. Benchmark analysis – have seen one from Polish agriculture, and it made a big difference. Could show where there is money to be made.

RD: We asked the ERFA group about Benchmark, but they have backed out. We are investigating other options. We have started looking at commission salaries.

Asger Overgaard: Do what you are good at. Agri Invest should be applauded; we have achieved some results in terms of the state of the market, subsidies for investments, etc. With respect to growing, there is room for improvement. Seek good legal sparring with external lawyers. Good idea to try to sell one site, and to not spread yourself too thin. What would any proceeds be used for?

RD: Thanks for the advice. Concerning money, it should be returned to shareholders – we have initiated studies into tax-related matters, etc., to be presented at a shareholders’ meeting. It is very much involved in the process and the decisions are not taken over night.

CM: We will involve the necessary expertise, since we do not have much experience. If we sell, it’s to get the best price.

Henrik Jensen: Lodged crops, growth regulated 3 three times, what is the reason?

JJE: It worked well enough, but extreme weather was a factor. If we had not done it, it would have been much worse. Extremely wet year in 2014. If we had sown the Romanian crops thin, it would go totally wrong. There are no test results/answer sheets, but we believe we have found the solution.

Poul Knude Nielsen: Unsatisfactory result – when can we expect it to be better? You should not sell and get a lot of money in, which is added to the operation. Please come up with a plan of what we can expect in the future. Sale and leaseback not acceptable.

CM: Sale and lease back – we wait and see how it plays out. Has to be seen as a whole.

Meeting chairman: Report and accounts unanimously adopted by show of hands.

Thus, it also decided that no dividends are to be paid, but the profits are used in accordance with the Annual Report.

Re. 4: Decision on the use of profits or covering of loss according to the approved Annual Report

In accordance with the Annual Report.

Re. 5: Presentation of the 2015 budget

Presentation of the budget figures by Horticultural Consultant Jørgen Evald Jensen

Currently excellent rapeseed, which looks really good for 2015.

We have also learned to grow wheat, which is a safe crop. Weather conditions can have an effect, but there is a good winter crops down there currently about to come through.

Winter crop area looks really good everywhere.

Water in adequate quantities is always important. Ditches, etc., have been dug to divert the surface water. The drains do not help when surface water is the greatest challenge.

The maize is planted and well established in Videle – even in areas that have previously had major water problems.

Large areas of aftercrops will be too much of a gamble due to the fluctuating weather – therefore focus on soya, which can handle it.

Opportunities for improvement:

Repeating from the meeting in November:

Timeliness and capacity is essential for utilising the sowing windows optimally. Avoid drying out.

Realistic yields in Romania:

Wheat            6 T/HA

Rapeseed        3 T/HA

Maize              7 T/HA

Sunflower      2.5 T/HA

Soya             2.5 T/HA

Managers, board, etc., have been involved, so we believe the figures we have arrived at are realistic.

2015 Budget figures by CEO Richardt Duus

2015 Budget – assumptions:

Wheat            – 6 T/HA         – 124 DKK/Hkg (only bread wheat)

Maize             – 6.5 T/HA     – 109 DKK/Hkg

Rapeseed       – 3 T/HA         – 255 DKK/Hkg

W Barley        – 5 T/HA         – 109 DKK/Hkg

Sunflower      – 2 T/HA          – 233 DKK/Hkg

Price and quantity may vary in the interrelationships.

Showing an expected profit of DKK 8 million for 2015, and we are following a nice liquidity development that is positive. Budget 2015 – sensitivity: Please see the PowerPoint atwww.agriinvest.eu

Torben Lauridsen: Budget assumptions look good, but compared to the last 4-5 years, we have not been able to realise the figures.
RD: Compared to the figures we have been able to present this year, we do not think it’s unrealistic. We believe in these assumptions in collaboration with consultants, managers and the board. They are not far removed from the harvest results in 2014.

?? We know what we have been able to sell crops at in November and January – why don’t we make a strategy.

RD: We have a very solid strategy that we act on. Otherwise, we fall behind.

Preben Hansen: We believe in what we do, and the fields look great after cultivating, which has been done on over 3000 HA. Lime work is incredibly important – 3 tonnes of lime were used last year, and we will continue with that. Budget figures should also be upward.

Kaj Skov – A budget surplus of DKK 8 million – what is the return?

RD: Sales strategy aftercrops – we will discuss it again in the board after your input. We are not in the same market as at home, and we inform ourselves as much and as good as possible. With a capital injection of DKK 360 million – the return is DKK 8 million.

Jørgen Larsen: When you have made budgets for many years, you know how far it can be from budget to result. It can go bad – and it can go well. More comprehensive action plan, with a more pronounced upward curve could be desired.

Niels Mejnertsen: Only crop calculus presented, and not an outright budget. The budget we can use will in the future be published before the Annual General Meeting. Now something has to happen and we need to sell something. Any proceeds will be distributed to the shareholders and not put into the operation.

CM: The budget has never been published, but presented for information purposes at the Annual General Meeting. It’s a board matter, which the meeting chairman agreed with in accordance with the Articles of Association.

Re. 7: Election to the Board
Bent Hjort Knudsen does NOT wish to be re-elected.

The Board proposed; Niels Busk, Lars Skov Olesen, Jørgen Stougaard and Ole S. Madsen.
Jørgen Larsen proposed Torben Lauridsen and Claus Nørgaard.

Re-elected:
Niels Busk

Lars Skov Olesen

Jørgen Stougaard

Newly elected:

Ole S. Madsen

Results from the vote:

CM: thanked Bent Hjort Knudsen for his tremendous contribution.

Re. 8: Election of accountant

Willy Møller, Agri Nord nominated by the Board,

The board has also decided to investigate the possibility of a major accounting firm, which has more experience in advising companies of this kind internationally.

Ole Nielsen: The board can make a new proposal for the next Annual General Meeting.

Willy Møller, Agri Nord re-elected as accountant.

Poul Erik Nielsen: Wanted the accountant in future to participate in the Annual General Meeting.

Re. 9: Any other business

Søren Aaen: Would like to see a share price on the website’s sales list.

RD: We have considered it, but we must be careful as we cannot be brokers, etc. We will discuss it again.

Valdemar Bogh: With a zero result, one might think that the board tightened up on items 8-10.

RD: We work according to the action and intervention plan, and we will operate an agricultural holding that gives higher yields. That is what we believe in and aim for. We have a close dialogue with our managers and participate in ERFA groups with our colleagues who are a little better than us.

Ole Lykkegaard: More transparency and information from the board/directorate.

Torben Andersen: Good idea at first, but too many bad years due to the weather. If it goes well this year, we will sell.

CM: We must have fully developed our properties. Do not know about the sale of a company like ours in Oravita, but we know about the sale of land at Euro 5-7000/Ha.

The meeting chairman thanked for the good order, and the chairman thanked the meeting chairman for his excellent chairmanship.

Claus Melgaard wished to resign as chairman, and Preben Hansen thanked him for the great work he has done as chairman of Agri Invest.

                                                       Minutes: Birthe Dencker Sørensen

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  Meeting Chairman, Lawyer Ole Nielsen