Articles of Association for Agri Invest A/S
AGRI INVEST A/S
CVR No. 29175462
1. NAME AND REGISTERED OFFICE OF COMPANY
1.1. The Company’s name is Agri Invest A/S.
The Company’s secondary name is Agri Consortium A/S.
1.2. The Company’s registered office is in the municipality of Aalborg.
2.1. The Company’s object is to acquire and run agricultural enterprises and similar enterprises as determined by the Supervisory Board through setting up foreign subsidiaries, and investment in other forms of real estate.
3. THE COMPANY’S CAPITAL AND SHARES
3.1. The Company’s share capital comprises DKK 320,500,000 (three hundred and twenty million, five hundred thousand), distributed as 6,410 shares of DKK 50,000 and multiples thereof.
3.2. The share capital is fully paid up.
3.3. A register of shareholders will be compiled that will always contain the names, addresses and shareholding of each shareholder, and any third party rights concerning the same. Shares can only be transferred by name and transfers shall be recorded in the register of shareholders to be valid.
3.4. No physical share certificates will be issued.
3.5. To be able to register the transfer of a share in the Company’s register of shareholders, written documentation of the transfer shall be presented to the Supervisory Board.
3.6. Information on the change of ownership or pledging shall be entered in the register of shareholders with details of the name and address of the new shareholder, along with the size of shareholding.
3.7. The Company shall issue confirmation of entry in the register of shareholders upon the request of a shareholder.
3.8. A shareholder is obliged to redeem its shares if 9/10ths or more vote for the sale of all the Company’s shares. Notification of the obligation to sell shall be given no later than 14 days before the redemption date. The price shall be determined in accordance with the equity as recorded in the last annual report presented, and will be paid at the time of transfer of the shares.
3.9. In the event of a transfer of shares, the other shareholders have preferential right of purchase in proportion to their shareholding in the Company.
3.10. Senior employees and family members of senior employees can only trade in the company’s shares 6 weeks after publication of the Company’s annual report or interim reports.
Senior employees and family members of senior employees shall give the Company notification of transactions conducted at their own expense and that concern the company’s shares or other securities. Notification shall be given to the Company no later than two bank days after completion of the transaction. Notification shall be in writing and contain details of the number and nominal value of shares or other securities traded, along with complete details of buyer and seller, such that they can be unambiguously identified.
The Company’s management shall notify all shareholders in writing or by email of transactions con-ducted by senior employees or their family members concerning the Company’s shares or other securities within five bank days after receiving notification.
Senior employees are subject to the rules in clause 3.10. for 6 months after cessation of their sta-tus as senior employees.
3.10.1. ‘Senior employees’ are defined as:
a) Members of the issuing company’s Executive or
b) Supervisory Board or supervisory organ related to the Company or other senior employees in the issuing company who regularly have access to internal knowledge that directly or indirectly concerns the issuer, if that senior employee is empowered to make executive decisions of sig-nificance to the issuer’s future commercial development.
3.10.2. ‘Family members’ of senior employees are defined as:
a) spouses or cohabiting partners,
b) minors, when the person referred to in 3.10.1. is the custodian,
c) other relatives that have belonged to the household of the person referred to in item 3.10.1. for a period of at least 1 year counted from the date of the transaction.
3.10.3. legal persons, if
a) a natural person subject to clause 3.10.1. or 3.10.2. has the executive responsibility for the legal person,
b) natural persons subject to clause 3.10.1. or 3.10.2 that alone or jointly exert decisive influence over the legal person,
c) the legal person was incorporated for the purpose of servicing the financial interests of a natural person subject to clause 3.10.1. or 3.10.2, or
d) the legal person has other financial interests that have a large degree of commonality with those of a natural person subject to clause 3.10.1. or 3.10.2.
3.10.4. The provisions in clauses 3.10.1 – 3.10.2 do not apply to direct transactions between
a) spouses, cohabiting partners, parents or their children, stepchildren and grandchildren.
b) A natural person and a legal person when the natural person owns more than 50% of the capital in the legal person, and holds more than 50% of the voting rights.
4.1. The general meeting will decide on distribution of the amount available according to the annual report for distribution of profits. The general meeting cannot decide the distribution of higher dividends than proposed or adopted by the Company’s Supervisory Board. The shares carry equal rights to dividends paid by the Company.
4.2. The general meeting can decide on the payment of an extraordinary dividend. The general meeting cannot decide the distribution of higher extraordinary dividends than proposed or adopted by the Company’s central management body.
5. GENERAL MEETINGS
5.1. The general meeting shall be convened by the Supervisory Board with at least 2 weeks and no more than 4 weeks’ notice given by letter, email or other electronic communication to the shareholders registered in the Company’s register of shareholders. Notification of the general meeting shall include the agenda.
5.2. An ordinary general meeting shall be arranged with sufficient notice that the audited and approved annual report can be submitted to the authorities and is received within any deadline set by law.
5.3. All general meetings shall be held in Aalborg.
5.4. The agenda for an ordinary general meeting shall include:
1. Election of chair.
2. The Supervisory Board’s review of the Company’s activities in the
3. Presentation of the audited annual report and management’s review for approval.
4. Resolution as to the appropriation of the profit or coverage of the loss
according to the approved annual report.
5. Authority for the Company’s purchase of its own shares.
6. Election of members of the Supervisory Board.
7. Election of auditor.
8. Proposals from the Supervisory Board or shareholders.
9. Any other business.
5.5. To be considered by the ordinary general meeting, proposals from shareholders must be submitted to the Supervisory Board no later than 10 days before the date of the meeting.
5.6. Extraordinary general meetings will be held subsequent to a decision made by the Supervisory Board or an ordinary general meeting, or upon written request from shareholders representing at least 15% of the Company’s share capital. Such a request shall state the reason for holding such a general meeting. An extraordinary general meeting shall be held within 4 weeks of receiving a re-quest, and notification given in writing to the Supervisory Board.
5.7. The agenda and complete proposal to be laid before any general meeting shall be published on the Company’s website no later than 8 days before the date of the meeting. The annual report with au-ditor’s certificate and management’s review signed by the Executive and Supervisory Boards must also be published.
5.8. Electronic general meeting:
5.8.1. The Supervisory Board can decide that access can be provided for members to take part in an electronic general meeting as a supplement to physical participation, without physically being present, including voting electronically (partial electronic general meeting), cf. Section 77 (1) of the Danish Companies Act.
5.8.2. Correspondingly, the Supervisory Board can decide that a general meeting can only be held electronically without access to physical attendance (i.e. as a completely electronic general meeting), cf. Section 77 (2) of the Danish Companies Act.
5.8.3. The requirements in Section 77 (3)-(6) of the Danish Companies Act shall be observed in connection with holding a partial or full electronic general meeting.
6. VOTING RIGHTS
6.1. Each shareholding of DKK 50,000 carries entitlement to one vote.
6.2. If the share in question was acquired by transfer, it must be registered in the holder’s name in the Company’s register of shareholders no later than 4 weeks before the general meeting. This shall not apply if the full share capital is represented at the general meeting, and the meeting unani-mously resolves to waive the requirement referred to on registration 4 weeks in advance.
6.3. Voting rights can be exercised according to a written proxy that can only apply for a single general meeting.
6.4. All resolutions made at a general meeting shall be adopted by simple majority vote, unless the Danish Companies Act or the Articles of Association stipulate otherwise.
In the event of a tied vote, the proposal shall lapse.
6.5. For adoption of resolutions on amendments to these Articles of Association or on the dissolution of the Company, at least twothirds of the share capital entitled to vote shall be represented at the general meeting, and the resolution shall be adopted by at least two-thirds of the votes cast, as well as by the share capital entitled to vote represented at the general meeting. Where two-thirds of the share capital entitled to vote are not represented at the general meeting, but the resolution is otherwise adopted by twothirds of the votes cast as well as by the represented share capital entitled to vote, the Supervisory Board shall reconvene a new general meeting within 14 days, where the resolution may be adopted by two-thirds of the votes cast without regard to the size of the rep-resented share capital.
6.6. The special rules in Section 107 of the Danish Companies Act shall also apply.
6.7. The general meeting shall elect a chair by simple majority of votes who shall run the proceedings and decide all matters of procedure. The shareholders entitled to vote may decide to conduct a postal vote on matters to be discussed.
6.8. During the general meeting, a report shall be kept in the minute book approved by the Supervisory Board and signed by the chair and the members of the Supervisory Board present.
7. SUPERVISORY AND EXECUTIVE BOARDS
7.1. The Company shall be managed by a Supervisory Board consisting of 5-7 members elected by a general meeting for 2 years at a time. Members can be reelected.
7.2. Supervisory Board members do not have to be shareholders.
7.3. The Supervisory and Executive Boards shall receive an annual fee for their work on the boards.
7.4. The Supervisory and Executive Boards shall manage the Company’s affairs. The Supervisory Board shall ensure responsible organisation of the company’s activities, as the internal relationship between the Supervisory and Executive Boards is governed by the rules of the Danish Companies Act.
7.5. The Supervisory Board will elect its own Chairperson. The Supervisory Board is quorate when over half of all members are present, and all members have been given sufficient notice of the meeting. The Supervisory Board’s decisions shall be made by simple majority vote. In the event of a tied vote, the Chairperson’s vote shall be the casting vote.
7.6. The Supervisory Board shall meet as often as deemed necessary and can be convened at the request of a board member or a Director. Minutes shall be kept of the meetings, signed by the members of the Supervisory Board present.
7.7. The Supervisory Board shall employ an Executive Board consisting of 1-3 members to manage the day-to-day affairs of the Company.
7.8. A general meeting can authorise the Supervisory Board to buy and sell the company’s own shares.
However, the Company can never own more than 10% of its own shares, to a nominal value of DKK 32,050,000.
8. AUTHORITY TO INCREASE THE CAPITAL
8.1. The Supervisory Board was authorised at a general meeting held on 22 December 2020 to in-crease the company’s capital without preferential right of purchase for the current shareholders on one or several occasions to a nominal value of DKK 32,050,000. Subscription shall be at market price. The authority shall be valid until 20 December 2026.
8.2. The new shares cannot be negotiable instruments. Restrictions to their negotiability shall apply. No new shareholder shall be obliged to redeem its shareholding with the exception of clause 3.8. The new shares will be issued in nominal values of DKK 50,000 and shall have the same rights in the Company as the old shares.
8.3. The capital increase shall be executed by issuing new shares upon the conversion of debt.
8.4. The rights of the new shareholders, including voting rights, commence from the date on which full payment is received for the shares.
8.5. The Supervisory Board shall make the changes to the company’s articles of association necessary as a result of the capital increase(s) executed, including cancelling the authority when it has been fully exercised, or when the deadline for doing so has expired.
9. POWER TO BIND
9.1. The Company shall be bound by the joint signatures of the Director and Chairperson, or by the joint signatures of three members of the Supervisory Board.
10. CORPORATE LANGUAGE
10.1. The Company’s internal corporate language shall be Danish.
10.2. The Company’s general meetings shall be held in Danish, and materials to be used at such general meetings shall be in Danish.
11. ACCOUNTS AND AUDIT
11.1. The company’s annual reports shall be compiled by a StateAuthorised or certified Public Account-ant elected by the general meeting.
11.2. The company’s financial year is 01.01.-31.12.
11.3. The first financial year ran from the date the company was founded on 02.11.2005 to 31.12.2006.
11.4. The annual report is compiled in accordance with the Danish Financial Statements Act.
Aalborg, the 22th December 2020