Minutes of the Ordinary General Meeting of Agri Invest
held at 10.30 a.m. on Tuesday 18^th May 2021 via Teams due to Covid-19

Re. 1: ELECTION OF CHAIR OF THE MEETING

Jens Bigum proposed by the board and elected. He declared that the ordinary general meeting had been legitimately called via mail on 3^rd May 2021 and was thereby competent to contract business pursuant to Article 8 of the Articles of Association.
Teams used to provide video and audio link. JB gave a brief introduction to the use of Teams.

Keeper of the Minutes: Birthe Dencker Sørensen

Re. 2: THE BOARD’S REPORT ON THE COMPANY’S ACTIVITIES DURING THE YEAR

Chairman of the Board Preben Hansen welcomed participants to the ordinary general meeting, which would once again be taking place without the physical presence of those taking part. It was positive that we had deferred some items from last year, as the lockdown had lasted much longer than expected.

The shareholders’ meeting and the extraordinary general meeting were also held without physical attendance. There was plenty – and sufficient – backing through powers of attorney to enable us to implement amendments to the Articles of Association – thank you for this support.
As a result, it has been possible to hold the ordinary general meeting online today.

The corona pandemic has resulted in a considerable amount of office work in Bucharest being carried out at home. Fortunately, all of our documents are available online now, so no tasks remain that cannot be dealt with.

The sales process has suffered interruptions, but there are now signs of progress. Cadastre work is slightly delayed in terms of final processing at the cadastre offices. The positive upshot of this is that it has forced the Romanian system to introduce digital signature – perhaps not universally, but last week we could see that our bank is now using it in connection with certain tasks.

At the shareholders’ meeting in December, we discussed agricultural matters, and, as such, I will only touch on these aspects to a limited extent. In order to provide a link to the Annual Report, the field plan is shown on the next page.

The 2020 growth season began more or less normally, but was then hit by very dry weather, particularly in the east, where Amaru was badly affected. I do not know if you can remember the picture of the water bottle – if not, it appears here:

Field plan 2021 – May

Only a few hectares have been resown, because as our capable and experienced operations managers declared: If there is not enough water for the crop in the field, then neither is there enough for a new crop – unless there is heavy precipitation throughout the remainder of the season.

In Amaru, the wheat yield was just 1.4 tonnes/ha and maize 2 tonnes/ha. Videle also saw a yield that was below par, whilst Oravita delivered a normal yield.

At that time, I was convinced that we would end up with a negative result for 2020!

So how have we managed to end up with our best result to date? Well, because many of the measures we have put in place during recent years are beginning to take effect:

• Replacement of a number of machines has reduced maintenance costs.
• More hectares in operation on which to spread overheads.
• Good liquidity has enabled us to buy and sell at just the right time.
• In terms of income, we have been helped by drought aid in Amaru amounting to around DKK 2 million.
• Crops sold at good prices that are higher than budgeted.
• Provisions set aside for losses are decreasing – meaning that amounts are therefore being credited.

Financial highlights and key figures, Income Statement

Financial highlights and key figures, Equity

Financial highlights and key figures, Equity

Development in exchange rate, DKK/RON

Exchange rate development has been a challenge – the exchange rate began at 220, and is now at 150.96!
This has had a negative impact on both profits and equity!

VAT receivable – realised

(VAT receivable)                                                                (Provisions to offset losses)

Realised versus budget

The 2020 result means that at the beginning of 2021 we have been able to reduce business credit to a considerable extent, such that we can begin the new year with a reduction in interest expenses.

The major land swap in Oravita was completed in 2020.

In Oravita an agreement has been reached concerning the establishment of 33 wind turbines. This is expected to take place in 2022 at 8,000 Euro/turbine/year.

In the east, a dialogue has commenced concerning the location of solar cells, but no agreement has yet been reached.

The cadastre plan that was presented 3 years ago has been implemented largely as planned.

Recognition of agricultural land, DKK ‘000

It also looks like we can implement the plan at a slightly lower cost than the DKK 8-9 million that was expected – which is extremely satisfactory.

Some of the land is registered as state cadastre, which is paid by the state.

Apart from the importance of having land registered in cadastre and producing maps, it also makes it easier to prove what is owned by us – and in this way we are able to get more of our own land in operation or complete swap agreements.

The sale of property ground to a complete halt with the onset of the corona pandemic, but during the course of the winter, we have tried to develop a more extensive portfolio of contacts.

At present there are 2 different parties that have made enquiries about Oravita, and we have also had a couple of enquiries in the east. In terms of the latter, we are not ready to sell to the same extent, but we have come a long way in terms of cadastre, so this will also be a task that can be carried out. Last week we had an estate agent and a potential buyer for a viewing of both properties.

Of course, you will have heard on several occasions that we were on the cusp of a sale, and we will thus not fall into the trap of trying to quote a specific date.
We are open to any eventuality in terms of a sale, however.

Thank you to our loyal and capable employees, with Jan and Steen at their head, Birthe for keeping the website, etc., up to date, other business partners both at home and abroad, all the shareholders for their unwavering support, the entire board, where you, Jørgen Stougaard, are often involved, and thank you to Christian for ensuring that once again all the figures tally to the last decimal.

A LITTLE INPUT FROM Preben’s TRIP TO ROMANIA IN WEEK 19.
(See additional pictures on the website under News)

Previously, I was in Romania 12-16 times a year. I am happy to say that today there are lots of things that are better structured, function differently and have become more digital.

I began in Oravita with Jan. Here there is a silo installation and a grain dryer – the area is very hilly and there has been a lot of rain, but we have now finished sowing and things are looking good. The majority of crops have to be transported to the river and loaded onto barges when being sold.

 Videle/Steen – sowing had also just been completed here, and the machines were ready to be cleaned. Videle is the smallest farm site and we face some challenges in terms of storage of crops. This means that we have to sell some crops that can be delivered immediately after the harvest. New channels have been constructed and the soil has been grubbed, which has a major effect on operations.

Amaru/Steen: Slightly bigger farm site. They are also good at repairing machinery down there – even the slightly larger machines, as can be seen from the picture with a dismantled excavator. There are challenges in terms of being able to transport the grain, etc., home for storage, so in this case a road plane is used (which on the picture can be seen during assembly) to ensure that the road is in good condition prior to the harvest.
We have a large silo installation and seed corn plant. Previously used versions have been bought in DK and upgraded to a higher capacity. The harvest here was poor last year, but this year we have very good areas with different species of wheat as seed corn. Sunflowers have got off to a good start. The spring season is quite long – and they are promising rain in the next few days, which will be of benefit right now.

Winter seed generally looks good – also better than last winter. The only area we have resown is 10-15 ha at the edge of a field of rape.

Re. 3: PRESENTATION OF THE AUDITED ANNUAL REPORT AND MANAGEMENT’S REVIEW FOR ADOPTION by auditor Christian Brasholt

cf. Annual Report issued.

The Company’s Annual Report for 2020 has been adopted electronically.
The financial statements have been prepared in the same way as in previous years.

The Company’s Annual Report presents a profit in 2020 of DKK 9.7 million.

Equity has increased from DKK 406 million to DKK 454 million, affected by the value of agricultural land of DKK 49.1 million and exchange rate losses of DKK 10.4 million.

The auditor’s report in the financial statements is unaltered in substance in relation to the last 3 years.

Basis of opinion with qualification:

Agricultural land is recognised at a value of DKK 395.4 million. Of this figure, formal ownership is not registered – i.e. land is not in cadastre – corresponding to a recognised value of DKK 69.3 million. This uncertainty forms the basis of the recognised value. This figure is decreasing significantly – e.g. from DKK 148.1 million in 2017 – and should disappear completely as the land is registered in cadastre.

Recognised land which is not in operation = DKK 39.4 million – an increase in 2020 from DKK 33.6 million in 2019 due to increased land value in relation to the assessor’s valuation; area +/- same level.

VAT: Same as earlier – VAT receivable of DKK 3.2 million against DKK 1.6 million set aside.
The fact is that the VAT is not subject to checks at the time at which it is paid out, and may therefore be revised by the tax authorities (Skat) at a later date. The provision corresponds to the expected correction.

Reference is made to the Management’s Review and notes in the Annual Report, which provide a more detailed description of such matters.

Questions concerning the Management’s Review and financial statements:

Bo Arvin: In relation to a possible sale, the following appears in the Management’s Review:
There is a restriction on the general buying and selling of land – what does this entail?

PH: New legislation concerning the buying and selling of land came into force last year – primarily targeted at foreigners. It looks like this will be repealed at the end of the summer. We are selling companies, not land – and it should be possible to do this without hindrance and without such legislation affecting us.

Bo Arvin: Is a sale expected this year?

PH: We are 100 % ready for a sale in Oravita – but we do not think that it will take place this year. We have to agree on the price, etc., the site is large, and potential buyers must have money. It is a help that we have now earned money on all the properties.

Valdemar Bogh: Congratulations on the wind turbine rights in Oravita – annual payment of DKK 2 million going forward. Can this amount be realised in the sales price?

PH: All things being equal, then it should be – but we have no guarantee, and then they will only pay 100 Euro per wind turbine per year until construction is commenced, after which 8000 Euro per year per wind turbine. Once they construct roads, etc., then they have to pay. They will be applying this year, so we will know more by the end of the year. It is certainly an advantage that wind turbines are already established over there. They themselves are responsible for application and construction, and once they had talked to Jan in Oravita, things began to get more serious. Good roads to drive out into the fields are being established, which will also be of benefit to us. It is seemingly the best bid we have seen and the process has already begun.

We have only just received an enquiry about the solar cells in the east – Steen and our solicitor are due to meet them next week.

Ulrik Lund Jacobsen: Thank you for the review. I am not sure that the shareholders are so satisfied – they are worried about the share capital. The figures are only operational key figures.

I remember a previous ordinary general meeting – the ambition was a return on the share capital of 9% per annum.
How have things gone since 2008 – despite the fact that the shares fell in 2009 and 2010?

The book value graph indicates a return of 2.73% over the entire period:

• 
• What is the objective for the Board, and are they aware of their responsibilities, do they have the right skills – in particular in relation to a selling off either in whole or in part?
• Does Agri Invest comply with the recommendations for good corporate governance?
• What does the Board have to say about AI’s mission statement that appears on the website? Has this been fulfilled during the past 12 years, and could things be done any better?
• How are things going with the four strategic areas mentioned on the website?
• Does the Board have the right diversity? Should >50% professional board members be appointed in the Company?
• Does the Management have the right skills?
• Does the Board conduct a structured evaluation of the necessary skills for the Management in the Company?

PH: I will try to answer these points as fully as possible. Perhaps things can be elaborated upon later. We were in a difficult position and have not had much choice. What could we do to strengthen the Board? The objective is to fulfil the goals that have been set. We have made acquisitions, put plans into operation and now we need to sell. The process takes a long time if proper management of the registration of the land – which is after all our most important asset – is inadequate. I think we are getting there, and we would like to have sold the first property now.

If we wish to ensure a reasonable return, we need to sell at a reasonably high price.

With respect to strategic goals – our primary focus has been on getting things to work. We did not have the financial means to make wholesale changes in the business. The worst scenario would have been to ask the shareholders to inject more cash – fortunately, we have not had to do that.
I think we can see opportunities for sale now. Buyers are looking at whether operations are profitable – the increase in value of the land is important and can be seen in the book value. The valuation reports have been drawn up in relation to the market prices in the area. As to whether the Board has the right skills, well that is up to the shareholders to decide. We ourselves believe that we have found a good balance. There are a lot of practical aspects that need to fall into place in order to be able to be in a position to sell – and this should have been done 10-15 years ago, unfortunately. We are now close to achieving our objective – and we have new and much better knowledge today.

Ulrik Lund Jacobsen: Thank you for your answer – I think that the Management should be responsible for operations, whilst the Board should define the framework. The time is right to sell off some of the business. Respect for the financial result – but one more dry harvest and we are back to square one.

PH: I think we have had promising enquiries during recent months – but we need to find genuinely interested parties with deep pockets in order to secure a sale.

Ulrik Lund Jacobsen: Can the auditors draw up operational key figures and issue with reference?

CLA: We will do everything that is required – ULJ to contact CLA and agree on the way forward.

Finn Fogtmann: Praise to the Management and the entire team. It has been an impressive turnaround leading to a good result in relation to 4 years ago when things did not look good. As long as we are heading in the right direction, then there is no need to make any changes – keep up the good work and do not employ anybody else.

Valdemar Bogh: I understand both viewpoints – an important factor is the problems we have experienced. We seem to be doing rather well now, good result and the situation has been turned around in relation to the challenges we have had to face. Having a Board with knowledge of farming is a good thing.

Re. 4: DECISION CONCERNING UTILISATION OF PROFITS OR COVERAGE OF LOSS IN ACCORDANCE WITH THE ADOPTED ANNUAL REPORT
JB: Recommended that the Management’s Review and Annual Report be adopted with the remarks that were made.

The Board recommended in the financial statements that the profit be utilised to pay off debt.

Both of the above were adopted by the general meeting without written ballot.

Re. 5: PRESENTATION OF BUDGET 2021
CLA: Similar to that presented at the shareholders’ meeting in December with a couple of adjustments.
The final budget ends in a field plan of almost 10,400 ha. The Company now expects a turnover of DKK 63.7 million.
Profit of DKK 9.9 million before tax and regulation on Danish land expected.

Re. 6: ELECTION OF THE BOARD
Up for election: Jørgen Stougaard, Bent B. Jeppesen, Ole S. Madsen, Lars S. Olesen
Ole S. Madsen and Lars S. Olesen not standing for re-election.
Re-election to: Jørgen Stougaard and Bent B. Jeppesen; Bjarne Møller and Søren Jensen newly elected.

There were no other proposals and there was no written ballot.

Re. 7: ELECTION OF THE AUDITOR
The board’s proposal was to continue with BDO.

BDO re-elected without further remarks.

Re. 8: INCOMING PROPOSALS FROM THE BOARD OR SHAREHOLDERS
None received.

Re. 9: ANY OTHER BUSINESS
PH – Lars S. Olesen has been involved from the very start and Ole since 2015. They have experienced a turbulent period – thanked both for their hard work. Congratulated those that were re-elected and newly-elected Board members Søren Jensen and Bjarne Møller, and looking forward to working with them.

The chair of the meeting thanked the participants for a good ordinary general meeting – good and honest questions and answers. Thanked the participants for their understanding and the spirit in which they accepted the manner in which the meeting was held.

PH thanked the chair for the manner in which the meeting was governed. And hoped that the next meeting would be attended by everyone in person!

 Keeper of the Minutes: Birthe Dencker Sørensen