Articles of Association for Agri Invest A/S
Agri Invest A/S
The company’s name, registered address and objects:
The name of the company is Agri Invest A/S.
The company’s domicile is the Municipality of Aalborg.
The object of the company is, through the establishment of one or more subsidiaries abroad, to purchase and operate agricultural activities, with the exception of actual animal production, in addition to activities deemed by the board to be related hereto, as well as investment in other types of real estate.
The company’s share capital is DKK 320,500,000.00, written three hundred and twenty million, five hundred thousand Danish kroner 00/100, allocated in shares of DKK 50,000 or multiples hereof.
The share capital is fully paid-up.
The shares must be registered in the name of the shareholder and are nonnegotiable securities.
The company’s shares can be declared null and void without a court ruling pursuant to the statutory provisions applicable to nonnegotiable securities at all times.
The shareholders’ names and addresses shall be entered in the company’s register of shareholders, which shall contain a list of all of the names of the shareholders and the size of the shares.
In order for a transfer of a share to be entered in the company’s register of shareholders, written documentation regarding the transfer from both the transferor and the party to whom the share is transferred must be presented to the board of directors.
Senior executives and persons closely related to senior executives may only trade the company’s shares for a period of 6 weeks following publication of the company’s annual report or interim reports.
Senior executives and persons closely related to senior executives must notify the company of transactions that are executed on their own account and which concern the company’s shares and other securities. Notification must be submitted to the company no later than two banking days following execution of the transaction. Notification must be in writing and must contain information concerning the number and nominal value of shares or other securities that have been traded, as well as full disclosure concerning the purchaser and seller such that these parties can be identified without ambiguity.
Within five banking days of receipt of notification, the company’s management must notify all shareholders in writing or by email of the transaction concerning the company’s shares or other securities by the senior executive or persons closely related to the senior executive.
Senior executives come within the scope of the rules of article 5A for a period of six months following termination of the person in question‘s status as a senior executive.
Senior executives are understood to be:
1. Members of the issuing company’s management or board or a supervisory body associated with the company or
2. other senior executives in the issuing company which have regular access to internal knowledge which directly or indirectly concerns the issuer in the event that the senior executive concerned has the power to make managerial decisions of overall significance with respect to the issuer’s future business development.
Sub-article 3 A person closely related to a senior executive is understood to be:
|1||Spouse or cohabiting partner.|
|2||Minors, of whom the person referred to in sub-article 2 has custody.|
|3||Other relatives who for a period of at least 1 year starting from the time of execution of the transaction have been members of the household of the person referred to in sub-article 2.|
|4||Legal entities, in the event that|
|a)||a physical person within the scope of sub-article 2 or of no. 1-2 has managerial responsibility in the legal entity,|
|b)||physical persons within the scope of sub-article 2 or of no. 1-2 either alone or jointly exercise a controlling influence on the legal entity,|
|c)||the legal entity is established with the purpose of meeting the economic interests of a physical person within the scope of sub-article 2 or of no. 1-2, or|
|d)||the legal entity otherwise has economic interests that are materially convergent with the economic interests of a physical person within the scope of sub-article 2 or of no. 1-2.|
The provisions in article 5A are not applicable to direct transactions between
|1||Spouses, cohabiting partners, parents and their children, stepchildren and grandchildren.|
|2||A physical person and a legal entity in cases where the physical person owns more than 50% of the capital in the legal entity or exercises more than 50% of the voting rights.|
No share has special rights, and no shareholder is under a duty to redeem his shares.
When the audited annual report has been approved at the general meeting, the annual dividend will be paid out at the company’s office to those registered in the company register as owners of the shares in question.
Dividends which have not been drawn within 5 years of the due date for payment accrue to the company’s contingency reserve fund.
The company’s management:
The company’s general meeting is held in Aalborg. The general meeting is called by the board of directors with no more than 4 weeks’ and no less than 14 days’ notice by ordinary letter containing a specification of the agenda to those shareholders registered in the company’s register of shareholders.
Extraordinary general meetings are held following a decision by the board of directors or by the ordinary general meeting or following a written demand by shareholders representing at least 15% of the company’s share capital, whereby the demand must stipulate the purpose of such an extraordinary general meeting. The extraordinary general meeting must be called no later than 4 weeks after written notice of the demand for convening said meeting has been given to the board of directors.
If they are to be dealt with at the ordinary general meeting, proposals from the shareholders must be submitted to the board of directors no later than 10 days prior to the date of the general meeting.
At least 8 days before each general meeting, the agenda and the complete proposals due to be put forward at the general meeting will be presented at the company’s office for inspection by the shareholders. In the case of the ordinary general meeting, the annual report, including the auditor’s report and the management’s review signed by the executive management and the board of directors, will also be presented.
The following shall take place at the ordinary general meeting:
|1.||The board’s report on the company’s activities during the previous year.|
|2.||Presentation of the audited annual report and management’s review for approval.|
|3.||Decision on the distribution of profits or coverage of losses in accordance with the approved annual report.|
|4.||Election to the board.|
|5.||Election of auditor.|
|6.||Any proposals from the board or shareholders.|
At the general meeting each share of DKK 50,000 gives one vote, although no shareholder can exercise more than 640 votes.
In the event that the share in question has been acquired via transfer, this share must be entered in the company’s register of shareholders in the shareholder in question’s name at least 4 weeks prior to the general meeting. This does not apply, however, if the entire share capital is represented at the general meeting, and the general meeting unanimously agrees to deviate from the above requirement regarding entry 4 weeks prior to the general meeting.Voting rights can be exercised in accordance with written proxy, which is only applicable to a single general meeting.
The general meeting elects by simple majority a chairman to direct the proceedings and to settle all questions regarding the handling of business. The voting shareholders can demand a written ballot on the items to be debated.
The matters dealt with at the general meeting are decided by simple majority amongst the votes present, although with respect to the adoption of decisions regarding amendments to the Articles of Association or dissolution of the company, the decision must be endorsed by 2/3 of both the votes submitted and the voting share capital represented at the general meeting.
A brief account of the events of the general meeting is entered in a minute book authorised by the board. This minute book is signed by the chairman of the meeting and the members of the board present.
The board of directors consists of seven to nine members who are elected at the general meeting. The board of directors elects the chairman of the board.
The members of the board do not have to be shareholders.
The members of the board are elected for two years at a time. Members that vacate their positions can be re-elected. At the first ordinary general meeting it is decided by lot which members of the board are elected for one year and which members of the board are elected for two years.
The board of directors is responsible for the overall management of all of the company’s affairs.
The board of directors forms a quorum when more than half of the members of the board are present. In the event of a tied vote, the chairman’s vote is decisive.
The chairman calls a board meeting when he deems it necessary or when a member of the board or an executive director requests such a meeting.
The board is authorised to buy and sell the company’s own shares.
However, the company may at any given time only own a maximum of 15 of its own shares at a nominal value of DKK 2,500,000.
The board of directors appoints one or more executive directors in the company and determines the terms of their employment. The executive director or directors can also be members of the board, although they may not take the position of chairman of the board.
The company is bound by the joint signatures of the director and the chairman of the board or by the joint signatures of 3 members of the board.
Financial statements and audit:
The company’s annual report is drawn up by a state-authorised public accountant or registered public accountant who is elected at each ordinary annual general meeting.
The company’s fiscal year runs from 01.01-31.12.
The first fiscal year runs from the foundation of the company on 02.11.2005 until 31.12.2006.
The annual report is compiled with due consideration of existing assets and liabilities and with the performance of prudent depreciation.
Adopted at the Annual General Meeting the 3 May 2016
Conductor Ole Nielsen