Prospectus prepared by the Board of Directors of Trigon Agri in relation to the application for listing of Trigon Agri's shares on NASDAQ OMX Stockholm

IMPORTANT INFORMATION This Prospectus has been prepared by the Board of Directors of Trigon Agri in relation to the application for listing of Trigon Agri's shares on NASDAQ OMX Stockholm (the “Listing”). This Prospectus is not an offer for sale or a solicitation of an offer to purchase securities in any jurisdiction. It has been prepared purely for the purpose of the Listing. The Board of Directors hereby declare that, to the best of their knowledge, the information provided in the Prospectus is accurate and that, to the best of their knowledge, this Prospectus is not subject to any omissions that may serve to distort the picture this Prospectus is to provide, including that all relevant information in the minutes of Board of Directors‟ meetings, auditors‟ records and other internal documents is included in this Prospectus. This Prospectus has been prepared in accordance with the Swedish Financial Instruments Trading Act (1991:980) (Sw: lag (1991:980) om handel med finansiella instrument) and Commission Regulation (EC) No. 809/2004 of 29 April 2004. This Prospectus has been approved by and registered with the Swedish Financial Supervisory Authority in accordance with the requirements of Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act (1991:980). It should be noted that such approval and such registration does not constitute a guarantee from the Swedish Financial Supervisory Authority that the information in the Prospectus is accurate or complete. The Prospectus is governed by Swedish law. Disputes concerning the contents of this Prospectus and associated legal conditions shall be the exclusive jurisdiction of the courts of Sweden.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in "Summary", "Risk Factors", "Business of Trigon Agri", and elsewhere in this Prospectus are forward-looking. Such forward-looking statements and information are based on the beliefs of the Company‟s Executive Board (including the CEO, the "Management") or are assumptions based on information available to the Company. When used in this Prospectus, the words "aim", "anticipate," "believe," "estimate" and "expect" and similar expressions, as they relate to the Company or its Management, are intended to identify forward-looking statements. Such forward-looking statements reflect the current views of the Company or its Management with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks or uncertainties associated with the Company‟s technological development, growth management, relations with customers and suppliers and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations (including those of the European Union), taxes, changes in competition and pricing environments, poor or unexpected weather conditions, changes in agricultural commodity prices, competition, including the use of illegal and non-acceptable business practices, the availability of infrastructure, the ability of the Company to retain key personnel, fluctuations in employee salaries, animal diseases, the legal implications of foreign ownership of Ukrainian, Russian and Estonian land, any limitation in the Company‟s ability to obtain full ownership of land, changes in political, social, legal or economic conditions in Ukraine and Russia, inflation, interest rates and exchange rates and other factors referenced in this Prospectus. Some of these factors are discussed in more detail under "Risk Factors". Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Prospectus as anticipated, believed, estimated or expected. Accordingly, without limiting the expressed or implied limitations, or denial of either responsibility or liability of the Company or its officers, directors, employees, affiliates, representatives, advisors and agents, set out elsewhere in this Prospectus, potential investors should not place undue reliance on these forward-looking statements. These forward-looking statements speak only as at the date of this Prospectus. Except as required by law or regulation, the Company and the Management expressly disclaim any obligations or undertaking to release publicly or disseminate, after the date of this Prospectus, any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such forward-looking statement is based.

OTHER INFORMATION This Prospectus presents the Group‟s audited consolidated financial statements for the financial years ending 31 December 2007, 31 December 2008 and 31 December 2009 prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"); the consolidated financial statements for the period January to June 2010 which have been reviewed but not audited. Trigon Agri‟s auditor has not reviewed or audited any financial information contained in this Prospectus other than that financial information incorporated by reference (see “Documents incorporated by reference”) below. Certain financial and other information set forth in this Prospectus has been rounded off, for the convenience of readers. Accordingly, in certain tables, the sum of the numbers in a column may not conform exactly to the total figure given. All references in this Prospectus to (i) "Danish krona" or "DKK" refer to the currency of Denmark, (ii) "euro" or "EUR" refer to the single currency of the European Union member states participating in the European Monetary Union, (iii) "kroon" or "EEK" refer to the currency of Estonia, (iv) "U.S. dollars" or "USD" refer to the currency of the United States, (v) "rouble" or "RUB" refer to the currency of the Russian Federation (“Russia”), (vi) "hryvnia" or "UAH" refer to the currency of Ukraine, and (vii) “Swedish kronor” or “SEK” refer to the currency of Sweden. The Prospectus also contains information from third parties. Such third party information has been accurately reproduced and, as far as the Board of Directors is aware, no information has been omitted that would make the information reproduced inaccurate or misleading.

AVAILABLE INFORMATION The Articles of Association and the annual reports of the Company for the financial years 2007 until 2009 are available at its registered office located at Kromann Reumert, Sundkrogsgade 5, DK-2100, Copenhagen, Denmark, and on the Company‟s website www.trigonagri.com. Any interested party may obtain a copy of these items from the Company without charge. References to the Company‟s website in this Prospectus should not be deemed to incorporate the information on the Company‟s website by reference.

Financial Advisor to the Company: E. Öhman J:or Fondkommission AB

The date of this Prospectus is 19 November 2010.

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Summary ...... 3 Risk factors ...... 9 Background and reasons for the Listing ...... 27 Industry overview ...... 28 Business of Trigon Agri ...... 41 Selected consolidated financial information ...... 56 Comments on the financial development ...... 60 Board of Directors, Executive Board and auditors ...... 70 Relationship with Trigon Capital and Trigon Advisors ...... 76 Corporate governance ...... 78 The share and ownership structure ...... 82 Legal matters and supplementary information ...... 87 Taxation ...... 91 Memorandum and Articles of Association ...... 96 Documents incorporated by reference ...... 119 Definitions and glossary ...... 120 Address ...... 122

IMPORTANT INFORMATION FINANCIAL CALENDER

Estimated first day of trading on NASDAQ OMX Around 8 December 2010 Interim report Jan–Sep 25 Nov 2010 Stockholm 2010

Shortname on NASDAQ OMX Stockholm TAGR Year-end report for the 28 Feb 2011 year ending 31 Dec 2010

ISIN DK0060083566 Annual report for the year 31 Mar 2011 ending 31 Dec 2010

Segment/Sector Small Cap/Consumer Staples

Trading lot 1 Share

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Summary The following summary should only be read as an introduction to the Prospectus, and does not necessarily contain all information for an investment decision. Thus, any decision to invest in Trigon Agri’s shares should be based on a consideration of the Prospectus as a whole. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor may have to bear the costs of translating the Prospectus. Civil liability attaches to those persons responsible for the preparation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus. Trigon Agri in brief Trigon Agri is an integrated soft commodities producer, storage provider and trader. Its operations are carried out in Ukraine, Russia and Estonia and comprise commercial cereal and dairy farms, elevator storage facilities as well as cereal sales and trading operations. The Group was established in May 2006, by the investment and operational management company Trigon Capital, to invest in the agricultural sectors of Ukraine, Russia and Estonia. The Group collected its first harvest in 2007 from approximately 27,000 hectares of land, out of which approximately 22,600 hectares were located in the Group‟s Kharkov cluster, Ukraine. Today, the farming operations are organised in seven production clusters comprising five cereal production clusters in the Black Earth region of Ukraine and Russia, totalling approximately 165,000 hectares, and two milk production clusters in Estonia and the St Petersburg region of Russia, totalling approximately 5,000 hectares. The selection of locating cereal farming operations in the Black Earth region of Russia and Ukraine is due to this region‟s soil fertility, which provides for some of the lowest production costs for grains and oilseeds globally and relatively low investment cost for acquiring or leasing land. The Group‟s farms are clustered close to major population centres of Kharkov and Kirovograd in the Black Earth region of Ukraine, Penza, Samara and Stavropol in southern Russia and St Petersburg in north western Russia. The proximity to urban areas, storage facilities and transport networks facilitates logistics, transport as well as access to qualified personnel. Additionally, as part of its operating strategy, the Group‟s Management has intentionally located its cereal production clusters at large distances from each other, in order to achieve weather hedge through diversification of the geographic areas of operation. The Group will harvest a cereal harvest area of approximately 85,000 hectares in 2010. According to the 2010 crop plan, the total area under wheat comprises 41 percent, compared to 48 percent in 2009. Meanwhile, the total area under oilseeds has increased from 21 percent in 2009 to 47 percent in 2010. In cereal production, the current focus of the Group is on enhancing efficiency and lowering production costs on currently controlled land and not to significantly expand the land portfolio in near-term future. After the current land bank is taken into full use, the Group will aim to increase cereal production in every location with the aim of reaching above 80,000 hectares in each region of operation. Simultaneously, the Group will aim to increase its elevator storage capacity in each respective region of operation with the ultimate goal of reaching a ratio of four tonnes of elevator storage capacity for each hectare under cultivation. The Group will also continue to expand its cereal sales and trading activities, relying primarily on transactions where the Group‟s own production is sold together with third-party crops. Background and reasons for the Listing The Board of Directors has decided to apply for a listing of the Company‟s shares on the main list of NASDAQ OMX Stockholm. The main purpose of the Listing on NASDAQ OMX Stockholm is to increase awareness of, and interest in, the Trigon Agri share among domestic and international institutional and retail investors as well as analysts and media. The Listing provides the Company with access to a wider share of the Swedish and international capital markets, enabling the Company to seize further expansion opportunities. The estimated first day of trading of the shares on the main list of NASDAQ OMX Stockholm is 8 December 2010.

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Risk factors The risk factors set out below are merely a summary of some of the risks set out in the "Risk Factors" section. The omission or inclusion of a risk factor in this summary is not an indication of its importance. Risks relating to the Group Land under control is defined broadly, and although such land may be cultivated by the Group, it might not be fully financed or be registered to the Group. The land holdings could be open to legal challenge, and certain Group acquisitions might be challenged by authorities in Russia and Ukraine which could lead to its expropriation. The Company is dependent to a large extent on the management services of Trigon Advisors. Further, as the Company is a holding company operating through subsidiaries, it relies on the receipt of dividend income from its subsidiaries. The Group‟s performance depends on its current management team and its ability to recruit skilled and suitably experienced personnel for future operations, and the management of rapid growth places significant demands on the both the Group and Management. The Company may have to invest significantly more than initially expected into grain elevator capacity and drying facilities. The infrastructure in Russia and Ukraine is in poor condition and this may lead to having to invest more than expected into new infrastructure and logistics. Further, insurance policies cannot be maintained by the Group to the extent common in more developed economies. Emerging markets such as Russia, Ukraine and Estonia are subject to greater legal, economic and political risks than more developed markets, and Russian and Ukrainian corporate laws contain ambiguities which make compliance difficult. The Group is exposed to exchange rate fluctuations between currencies. Equity financing may dilute existing shareholdings and debt financing may not be available on acceptable terms. Risks relating to farming in Russia and Ukraine The Group‟s cereal operations are affected by weather, deterioration in grain prices, the ability to obtain farming equipment and other necessary supplies and access to quality seeds in the marketplaces. The Group requires specific milking cows and an outbreak of livestock infections or other diseases could harm the livestock. The Group is subject to various government entities and cannot provide full assurances that enforcement actions would not be taken. Risks relating to doing business in Russia, Ukraine and Estonia Business operations in Russia may be affected by delayed accessions to the World Trade Organisation. In Russia and Ukraine a failure to develop relations with the European Union, social instability, corruption, and organised crime could adversely affected the Group. Weaknesses relating to the Russian and Ukrainian legal systems and uncertainties relating to its non-adherence, together with changes and inconsistencies in the tax systems could also have an adverse effect on the Group‟s business operations. Russia‟s property law is subject to uncertainty and contradiction. More particularly, business operations in Russia may be affected by conflict between Russian federal and regional authorities, domestic political conflicts, the risk of terrorism and economic instability. The non enforcement of anti-expropriation and nationalisation legislation could have a material adverse effect on the Group‟s business operations. Ukraine is also experiencing political instability and uncertainty both internally and in its relations with Russia, and the concept of fiduciary duties of management to companies or shareholders remains undeveloped. Estonian corporate and tax laws and regulations have not been in force for a significant period and may be subject to review. Risks relating to the Listing Trigon Capital and Trigon Advisors have received warrants to purchase shares. If exercised, the aggregate amount of all of the currently outstanding warrants will constitute 18.77 percent of the total issued, fully diluted, share capital of Trigon Agri. Under the Articles of Association, the Board of Directors of Trigon Agri is authorised to issue warrants free of charge entitling Trigon Advisors to subscribe for shares in the Company for up to 26,250,000 shares. If issued, these warrants, together with the warrants already received by Trigon Capital and Trigon Advisors, constitute 30.24 percent of the total issued, fully diluted, share capital of Trigon Agri. There is no commitment to issue any further warrants. If an investor purchases shares in the Company at a price above the strike price of the outstanding warrants, if the warrants are exercised this may be dilutive of the investors‟ shareholding.

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Industry overview

Market trends and industry drivers Food demand is expected to increase with population and prosperity growth, putting pressure on agricultural production growth pace. In the short term the commodity market is expected to face output shortage. Global production will subsequently adjust, however confronted by a reallocation of sourcing. In the medium term, demand for agricultural products can be expected to increase relatively steadily, keeping in line with its historical compound annual growth during the last 20 years of near two percent. In a world with limited and scarce resources, the regions with the most appropriate prerequisites will benefit from the race for commodities. The underlying factors shaping the future agriculture market landscape are cost drivers such as water availability, soil fertility and climate conditions. Thus, the next decade is likely to see a major shift in global wheat production and trade. According to the USDA (United States Department of Agriculture), the largest gains in wheat production and exports are expected in the former Soviet Union, specifically Russia, Ukraine and Kazakhstan, supported by production efficiency and market forces.

The global grain and oilseed market Over the last three decades, global grain consumption has grown steadily alongside rising global population and sustained economic development. In recent years, total demand has not kept pace with production growth as 2009 winded up the third consecutive year with growing ending stocks. However, market concerns about the outcome of current marketing year‟s harvest heightened during the summer of 2010 as global output forecast was cut. Following the price spike and inventory low in mid-2007, export restrictions were imposed in some countries with the purpose to mitigate domestic inflation. The reduced exportable supplies excelled the price climb during the next ten months as global demand was boosted driven by importing countries‟ concern for undersupply. From January 2002 to the peak in 2008, wheat prices rose by 330 percent. In 2008 and 2009, world agricultural production responded to high prices and favourable weather conditions with large harvests. In August 2010, Russia suspended its grain exports throughout the year as a consequence of the output loss caused by drought. As a reaction to the export ban, global wheat prices have rallied near two-year high. Grain prices are subject to a high degree of seasonal fluctuation throughout the year. In general, prices remain high until the next harvest season and are influenced by the national grain stock. In recent years, fluctuations in production, trade and stocks of agricultural commodities have been unusually large. Strong economic growth and rising energy prices combined with weather- reduced harvests in a number of major-producing regions in 2006 and 2007 have rendered dramatic price increases as well as severe stock declines for world agricultural commodities.

Business of Trigon Agri Overview − Trigon Agri is an integrated soft commodities producer, storage provider and trader. Its operations are carried out in Ukraine, Russia and Estonia and comprise commercial cereal and dairy farms, elevator storage facilities as well as cereal sales and trading operations.

Vision − Trigon Agri‟s vision is to be the most cost efficient integrated commodities operator, from land acquisitions to grain trading, globally using sustainable farming methods.

Strategy − The Group‟s overall business strategy covers every value-added activity from the acquisition of agricultural land and former collective farms in Russia, Ukraine and Estonia, subsequent introduction of modern technology and experienced farm management, as well as follow-on storage, sales and trading activities with the purpose of maximising prices achieved for the Group‟s commodities.

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Competitive strengths The Management believes that the Group‟s main competitive strengths are:

High-quality land portfolio − All of the Group‟s land area for cereal production is located in the Black Earth region, offering some of the lowest production costs of grains and oilseeds globally.

Optimal geographic location with access to required infrastructure and personnel − The Group‟s production clusters are contiguous and compact, allowing for low production logistics costs, and are located close to regional population centres providing access to required infrastructure and personnel.

Some of the lowest production costs in its region − Due to high potential for economies of scale from land concentration and high-capacity Western manufactured machinery, the Group obtains some of the lowest production costs in the Black Earth region where many competitors are substantially smaller in size and rely on out-dated Soviet-era machinery.

Efficient application of modern agricultural know-how in the former Soviet Union setting − The Western training and Russian language skills of its key management in combination with their knowledge of the post-Soviet environment allows the Group to implement modern agricultural know-how efficiently in the former Soviet Union setting.

Integrated business model with access to grain elevators and trading expertise − The Group either already owns or is in the process of building its own elevator storage facilities at each cluster which strengthens independence of regional traders and storage providers. The Group‟s sales and trading business allows the Group to obtain best available prices for its commodities through the execution of deliveries both domestically as well as to export markets. Further, it allows the Group to combine its own goods with third-party commodities thereby increasing sale volumes and average prices achieved.

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Selected consolidated financial information

Consolidated income statements in brief EUR thousand H1 2010 H1 2009 2009 2008 2007 Total revenue, other income and fair value 36,889 29,847 81,891 41,541 9,490 adjustments for biological assets

Operating profit (loss) -998 -3,185 -13,042 -1,645 -973

Loss before income tax -1,109 -2,905 -12,294 -2,312 -55

Loss for the period -3,240 -2,835 -11,975 -2,435 -84

Consolidated statements of financial position in brief EUR thousand 30.06.2010 31.12.2009 31.12.2008 31.12.2007 ASSETS

Currents assets 60,588 53,802 84,987 44,520

Non-current assets 123,730 101,590 69,744 26,890

TOTAL ASSETS 184,318 155,392 154,731 71,410

LIABILITIES

Current liabilities 25,850 15,506 12,026 2,732

Non-current liabilities 22,253 25,235 8,123 4,398

Total liabilities 48,103 40,741 20,149 7,130

EQUITY

Capital attributable to equity holders of the Group 135,909 114,057 134,366 64,232

Minority interest in equity 306 594 216 48

Total equity 136,215 114,651 134,582 64,280

TOTAL EQUITY AND LIABILITIES 184,318 155,392 154,731 71,410

Consolidated cash flows in brief EUR thousand H1 2010 H1 2009 2009 2008 2007 Cash flow from operating activities -1,157 -6,066 -16,621 -19,645 -2,759

Cash flow from investment activities -6,912 14,197 3,311 -95,890 -19,416

Cash flow from financing activities 5,273 -5,422 -1,017 98,304 56,119

Net increase in cash and cash equivalents -2,796 2,709 -14,327 -17,231 33,944

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The Board of Directors, Executive Board and auditors The Board of Directors consists of five members; Joakim Helenius, Pertti Laine, Erkki Myllärniemi, René Nyberg and Ilkka Salonen. The Executive Board consists of three members; Raul Toomsalu, Ülo Adamson and Konstantin Kotivnenko. The Company‟s auditor is the authorised accounting firm PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab with Niels Jørgen Lodahl, State Authorised Public Accountant, and Tue Stensgård Sørensen, State Authorised Public Accountant as appointed auditors in charge. Statement of working capital needs It is the Board of Directors‟ opinion that the Company‟s working capital is sufficient for its present requirements, that is for a period of 12 months from the date of this Prospectus. The share and ownership structure The Company‟s shares are listed on NASDAQ OMX First North since 18 May 2007. Following a change in the trading and settlement currency to Swedish kronor from euro, the shares are denominated in Swedish kronor as of 10 May 2010. Large shareholders include international institutional investors.

Holdings in percentage of Major shareholders as at 30.06.2010 No of shares capital/votes

SWEDBANK*1 12,979,905 10.0% BNP PARIBAS SECURITIES1 12,847,682 9.9% BEARSERVICES STERNS SA 12 & CO.1 12,790,190 9.9% SIX SIS AG W8IMY1 9,962,185 7.7% UNITED BANKERS SECURITIES OY1 9,084,389 7.0% FIM BANK LTD1 7,393,000 5.7% INVESCO FUNDS 7,384,641 5.7% ALECTA PENSIONSFÖRSÄKRING 6 6,430,000 5.0% EQB/SAXESS CLIENT1 6,203,844 4.8% BGL BNP AG W8IMY1 6,180,483 4.8% OTHER 38,371,160 29.6% TOTAL 129,627,479 100.0%

* Includes Trigon Capital ownership totalling 10,118,334 shares (7.8%) 1Certain holdings are held as nominees

Related Party Transactions Trigon Agri has entered into an advisory agreement with Trigon Advisors. This agreement replaced an earlier advisory agreement between Trigon Agri and Trigon Capital. Pursuant to the advisory agreement, Trigon Advisors is the exclusive provider of strategic management services and general management services to Trigon Agri, including strategic and financial management, structuring of land and farm acquisitions and designing financing solutions. On the date of this Prospectus, Trigon Advisors has been paid EUR 2,537,135 for management services performed during 2010. In 2009, Trigon Advisors was paid EUR 3,361,000 for management services. In 2008, Trigon Capital was paid EUR 2,767,000 for management services. In 2007, Trigon Capital was paid EUR 1,089,000 for management services.

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Risk factors All share ownership involves a high degree of risk. The risks described below are not the only risks that the Group and investors will face and they are not intended to be presented in any assumed order of priority. Additional risks not currently known to the Group or that the Group currently believes are immaterial may also adversely affect its business, financial condition and results of operation. Investors in companies holding assets in emerging markets such as Russia and Ukraine should be aware that these markets are subject to greater risks than more developed markets, including, in some cases, significant legal, economic and political risks. Further, emerging markets such as Russia and Ukraine are subject to rapid change and the information set out in this document may become out of date relatively quickly. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate.

Risks relating to the Group

The definition of land under control is broad and should not be equated with land under production. The 'land under control' figures provided in this Prospectus have been prepared by the Company and do not correspond to the land that is currently under production. The land comprised under this concept includes land which is both registered and unregistered, as well as land that the Company controls pursuant to memoranda of understanding and powers of attorney. Although land may be deemed under control, portions may still require further investment before production can begin, meaning that not all land under control is currently producing a crop. While the Company believes that the figures in this Prospectus provide a fair and accurate estimate of the land under control, there is no generally accepted definition or concept of 'land under control' and there can be no assurance that a third party would not have a different understanding and arrive at a different figure for land under control.

The Group leases its Ukrainian land which is less secure than freehold title and may be challenged under certain circumstances. Ukrainian law imposes several restrictions on ownership of agricultural land. Foreign citizens or foreign legal entities are not allowed to acquire agricultural land, and it is unclear whether a Ukrainian company controlled by non-Ukrainians may own agricultural land in Ukraine. A temporary restriction prevents Ukrainian companies from acquiring agricultural land in excess of 100 hectares. Moreover, there is a blanket moratorium against selling freeholds to agricultural land until adoption of particular legal act on the land market and land cadastre in Ukraine. The Group owns the buildings and structures of its Ukrainian farms and controls the Ukrainian land through registered long-term leases supplemented with a right of first refusal to acquire the freehold, or through signed, but not yet registered, leases . However, under the current legislation, the Group may not be able to exercise its right of first refusal to acquire the freehold. In the event that the Group's title to any of its land is challenged, and the Group is unable to defend such a claim, the Group risks losing its rights to such land which could materially affect the Group's business, financial condition, and operational results. Leases are inherently more risky than owning the freehold. Leases may not be renewed upon expiry. The perfection of a lease requires registration, which often requires time. Much of the land is in small land parcels owned by numerous lessors, which increases the risk that a given lease could be repudiated or terminated by the lessor or his/her successor or otherwise be claimed invalid. In addition, it is possible to challenge a land lease or sublease if there is any non-compliance with Ukrainian law. In the event that the validity of several of the Group's leases is challenged, and the Group is unable to defend such a claim, the Group risks losing its rights to such land which could materially affect the Group's business, financial condition, and operational results.

The Group's ownership of agricultural land in Russia may be open to legal challenges. Russian law does not allow a foreign entity nor a foreign controlled Russian entity to own agricultural land in Russia. A Russian entity is considered a foreign controlled entity when more than 50 percent of its share capital is owned by a foreign entity. The Russian agricultural land of the Group is currently owned by Russian operating companies, which are wholly-owned subsidiaries of the relevant holding companies incorporated in Russia. The Russian parent holding companies are, in turn, owned (depending on the Company, directly or indirectly) by Cypriot holding companies. While this structure technically complies with the Russian law restriction on the foreign ownership of Russian agricultural land, no assurances can be given that the ownership structure could not be challenged on the basis that they possibly violate the spirit of the law. The Russian courts and legal system generally tend to adopt a formal approach to legislative interpretation. However, no assurance can be given as to how a Russian court would treat

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each particular situation brought to its consideration, or as to future developments in the Russian legal system which may give greater weight to substance over form. If the Russian agricultural land holding structure of the Group is found to breach the above mentioned Russian law restriction, the Group could be forced to either sell its land, or return the land to the previous owner (in which case it will be entitled to require the purchase price back from the previous owner), or introduce Russian shareholders to its subsidiaries, which may have a material adverse effect on the Group's business, financial condition and operational results.

The land forming and registration process in Russia is complicated. The process for forming the land, fixing its boundaries and registration of ownership or lease rights thereto in Russia is long and complicated. This process may take some months to complete, during which time-period the Group is largely dependent on the goodwill of the local and state authorities who control the administrative process. The Group is often required to make payments to the lessors or incur costs for improving or cultivating the land before the registration process has been completed. No assurance can be given that the granting of leases to state land or registration of land in Russia for which the Group has made prepayments can be completed without unexpected or questionable behaviour by the relevant authorities. As at 30 June 2010, EUR 10,028 thousand in prepayments for land in the Samara cluster was recorded under prepayments for property, plant and equipment. Should the Group face complications in the title registration process, it could lose ownership rights to the land and the rights to any crops which may have been cultivated in advance of title being granted, which would materially affect the Group's business, financial condition and operational results.

The Group's operations may be affected by defects in the process for granting lease rights to the state owned land. On certain land plots in Russia the Group operates on the basis of short-term leases entered into with the local authorities. There is a requirement in Russian law that a lease from a governmental authority can be obtained only through tender procedures or, if there is an insufficient number of tender participants, permission may be granted on an individual basis, provided that certain other conditions are satisfied. A lease can be executed only if a cadastre number is attached to the land plot. In respect of all leases that the Group holds from the government, the local authorities had failed to comply with these requirements under Russian law, prior to concluding lease agreements with the Group. If such leases are invalidated on the grounds of formal non-compliance with Russian legal requirements, this may have a material adverse effect on the Group's business, as the Group may be deprived of such rights together with any harvest grown on the land plots.

The Group's operations may be affected by defects in title to the land plots in Russia. In certain cases, title to the land may be encumbered by historical title risks (for example, the previous owner of the land may have acquired it in violations of applicable law) or acquisition of land or lease sights thereto may not have followed the procedure required by certain pre-emptive rights to other owners, state or municipal authorities or spousal or corporate consents. The Company believes that there are no such defects in title to its land plots in Russia, however, it is not possible to rule such risk out completely. If any assets of the Group are subject to the defects in title, there is a risk that such title may be challenged and the Group may lose the relevant assets.

Limitations on the maximum size of farmland owned by a single entity/individual. Russian law sets out the maximum size of farmland (this being the most valuable agricultural land) that can be owned by a single legal entity or an individual within one municipal region. If the Group exceeds such allowable limits, it must dispose of excessive land within one year.

The combination of urban migration and Estonian European Union membership, which places upward pressure on non-management labour costs, threatens the competitive advantage that Russia, Ukraine and Estonia have enjoyed relative to more developed economies up to this point. Depopulation of the countryside is a trend in each of Russia, Ukraine and Estonia. Following the privatisation of collective farms, many farming communities lost access to even basic communal services. The younger members of these countries' work forces are increasingly moving to cities and urban centres which offer higher pay and a better standard of living. This trend of rural depopulation is resulting in a shortage of the necessary agricultural sector non-management labour force. Non-management wage costs have historically been significantly lower in Russia and Ukraine than in the more developed market economies of North America and Western Europe. If wages and related costs were to increase in Russia and Ukraine, the Group's

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profitability could be reduced. To remain competitive the Group might need to increase employee compensation more rapidly than has previously been the case. As a member state of the European Union, Estonia is increasingly integrated into European markets, and its price levels and salaries are gradually becoming aligned with those of the other member states. Whilst Estonian wages and salaries generally remain lower than in the older member states, further integration with the European Union, coupled with economic and legislative developments, are expected to result in a gradual erosion of Estonia's competitive advantage from low labour costs. Unless the Group is able to continue to recruit a low cost workforce and increase the efficiency and productivity of its employees, wage increases could have a material adverse effect on its business, financial condition and operational results.

The Group's performance depends on its current management team and its ability to recruit skilled and suitably experienced personnel for future operations. Each of the Group's farming operations relies on a small management team for the implementation of its strategy and the operation of its day-to-day activities and, as a result, the Group is dependent on the performance of its key employees. In addition, personal connections and relationships of members of management are important for the Group's business. The Group's performance depends to a significant extent on its ability to attract and retain highly qualified and skilled managerial personnel for its farming operations, and in particular personnel with experience in the Russian, Ukrainian and Estonian agricultural markets. No assurance can be given that key members of the senior management team or management members at the local operational level will remain with the Group. Competition in Russia, Ukraine and Estonia for reliable and trustworthy personnel with relevant expertise is intense due to the small number of qualified individuals. The Company will attempt to structure compensation packages in a manner consistent with the evolving standards of the Russian, Ukrainian and Estonian labour markets. Trigon Advisors may unilaterally terminate the Advisory Agreement at any time with six months' prior written notice to the Company. Such termination could have a material adverse effect on the Group's business, financial condition and operating results. Any inability to attract and retain the Group's key employees and managers and other professional personnel could have a material adverse effect on the Group's business, financial condition and operational results.

The management of rapid growth places significant demands on the Group and Management. Growth through acquisitions renders additional risks, including the risks inherent to acquiring businesses as well as the risks related to the integration of the acquired businesses into the Group. No assurance can be given that the Group can acquire or lease suitable farming assets, or that legislative or political change in Russia or Ukraine or their sub-divisions will not complicate or even prevent the holding or acquisition of farming assets by foreign-controlled companies. The Group may fail to achieve its strategic growth plans at the rate or in the way planned if, for example, it cannot negotiate or complete an acquisition or loses a target asset to a higher bidder. The Group may also fail to integrate the acquired business in accordance with its business strategy and the target may have undiscovered contingent liabilities. When acquiring new companies the Group cannot always conduct an in-depth review of the corporate and financial history of the target. Often the Group has to limit its acquisition due diligence to the mere formal ownership of the seller to the shares, disregarding the title chain. Often in-depth reviews are not possible because the sellers do not grant sufficient time and access to documents, and even where they do, sellers would usually not accept any representations and warranties. This growth and expansion will place significant demands on its management resources. If the Group fails to control its growth and development successfully, this may have an adverse effect on the Group's financial condition and operational results. In addition, the Group needs to continually improve its financial and management controls, reporting systems and procedures. The availability of additional financing for future growth on advantageous terms cannot be assured. The failure by the Group to achieve its strategic growth plans may have an adverse effect on the Group's financial condition and operational results.

Long-term non-use or improper use of Russian agricultural land or the requirement of such land for the state or municipal needs could lead to the expropriation of such land and have a negative impact on the Group’s operations. The Russian state is currently entitled to require the compulsory withdrawal of Russian land from its owner if such land is used in gross violation of the requirements for the use of the land, including if such land is used in violation of its designated use or if its use leads to the substantial decrease of the land‟s fertility or to the substantial worsening of the environmental conditions. The Russian state is also entitled to require the compulsory withdrawal of Russian agricultural land if such land has not been used for its designated use for three or more years (unless such use was impossible due to acts of God or other circumstances). Currently, there is a legislative proposal to decrease such time-period from three to two years.

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Further, the Russian state is entitled to require the compulsory buy-out of Russian land from its private owners should such land be required for state or municipal needs. Should the Russian state make such a compulsory withdrawal or buy-out it could materially affect the Group's business, financial condition and operational results.

Certain companies within the Group which originally participated in the privatisation processes in Russia, Ukraine and Estonia have been involved in transactions for which certain documentation is not complete. Many kolkhozes and sovkhozes in Russia, Ukraine and Estonia were privatised in the 1990s, when legislation regarding the privatisation process and private ownership was still relatively underdeveloped in these countries. These privatisation transactions were often poorly documented and occasionally suffered from missing documentation. Whilst the Management tries to avoid acquiring companies that have acquired their assets through early privatisation transactions, the Group currently owns certain buildings, machinery and other assets through Ukrainian and Estonian companies which originally participated in the process of privatisation or acquired certain assets from successors of kolkhozes and sovkhozes. The documents relating to the reorganisation and privatisation of these assets are not complete in all respects. Whilst the Management has tried to secure the Group's title to these assets to the greatest extent possible, no assurance can be given that the title could not be challenged in the future on the basis of alleged breaches of privatisation laws. If such a challenge were to be successful, it could have a material adverse effect on the Group's business, financial condition and operational results.

The Company may have to invest significantly more than initially expected into grain elevator capacity and drying facilities. The Group has recently acquired a grain elevator which requires integration with the Group's other businesses. An important factor in the Company's success and stability is its access to dry storage facilities after harvest. While the Company has sufficient dry storage capacity for its current farming operations, no assurances can be given that further grain elevator capacity will be acquired for the additional farms that the Group may acquire, or how the market prices for grain elevator capacity may develop.

Russian and Ukrainian corporate laws contain ambiguities which make compliance difficult. In Russia and Ukraine, corporate laws have developed considerably within the last several years. However, some of these laws still contain ambiguities and inconsistencies, which make compliance more difficult. As a result, certain provisions of the Group's Russian and Ukrainian subsidiaries' constitutional documents may not be fully enforceable. In addition, certain transfers of participation interests in the charter capital of Group companies may be found to be not fully compliant with all regulatory requirements. Although the Group is not aware of any claims from third parties or state authorities challenging any of the aforementioned corporate actions, there can be no assurance that there will not be any such claims in the future.

Certain Group acquisitions might be challenged by competition or anti-trust authorities in Russia and Ukraine. The Group has expanded its operations to some degree through the acquisition of participation interest in companies that are incorporated and operating in Russia and Ukraine. Certain of these acquisitions, or prior acquisitions of participation interest in such companies, are, or may have been, subject to prior approval or subsequent notification requirements of competent competition or anti-trust authorities in Russia and Ukraine. There can be no assurance that such competition or anti-trust authorities in Russia or Ukraine will not challenge the Group's past actions, which could result in administrative sanctions, required divestitures or limitations on operations. Any such sanctions, divestitures or limitations could adversely affect the Group's business, financial condition and operational results.

Russian legal entities may be forced into liquidation on the basis of formal non-compliance with certain requirements of Russian law. Some Russian courts, in deciding whether or not to order the liquidation of a company for having negative net assets, have looked beyond the fact that the Company failed to comply fully with all applicable legal requirements and have taken into account other factors, such as the financial standing of the Company and its ability to meet its tax obligations, as well as the economic and social consequences of its liquidation. Nonetheless, creditors have the right to accelerate claims, including damages claims, and governmental or local authorities may seek the liquidation of a company with negative net assets. Courts have, on rare occasions, ordered the involuntary liquidation of a company for having net assets less than the minimum charter capital required by law, even if

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the Company had continued to fulfil its obligations and had net assets in excess of the minimum charter capital required by law at the time of liquidation. The amount of net assets of some of the Group's subsidiaries as shown on their balance sheets may be below the minimum legal requirements. Accordingly, if involuntary liquidation of any of the Group's subsidiaries were to occur, then the Group may be forced to reorganise the operations it currently conducts through the affected subsidiaries. Any such liquidation could cause additional costs, which could materially adversely affect the Group's business, financial condition and results of operations. The activities of the Russian and Ukrainian legal entities have been primarily financed with loan agreements. Some of the companies are indeed thinly capitalised from the point of the Russian tax law. However, the Company has already taken measures to solve the issues and has performed the increase of share capital of the respective Russian companies by converting parts of the loan into the share capital.

Many of the supply and maintenance agreements between the Group's Estonian subsidiaries and their suppliers and customers have not been reduced to writing. Some of the supply and maintenance agreements between the Group's Estonian subsidiaries and their suppliers and customers have not been recorded in writing. Whilst the Management is confident that all such suppliers and customers can be replaced without disruption to the Group's business, the Group may not be able to enforce penalties, penalty interest or other such remedies that under Estonian legal market practice are available only pursuant to written agreement. Moreover, the lack of clear agreements on reaction time regarding farm equipment interruptions may cause delays in the performance of necessary repair work, which could result in disturbances and stoppages of the Group's farming operations. Similarly, less than three to four percent of all the land used or controlled by the Group's Estonian subsidiaries and some land plots used or controlled by the Group's Ukrainian subsidiaries are leased to the Group pursuant to verbal agreements. Whilst the Management is confident that no such land is essential to the Group's business, the Group may not be able to enforce its rights under verbal agreements or secure its tenure to the leased land. A dispute may arise between the Group and its contractual counterpart on the interpretation, content or validity of a verbal agreement or on the fulfilment of contractual obligations, which could lead to arbitration or litigation and an unfavourable outcome for the Group. Contractual claims and other demands may also have an adverse effect on the Group's profits or financial position.

Financing may not be available for the Group's land acquisition process. The Group has limited financial resources. Acquisitions of further agricultural properties will be dependent upon the Company's ability to obtain financing through the raising of additional equity or debt financing or by other means. As a result of the continuous process of gaining title to land as well as bringing the land in its possession into profitable use, the Management expects the Group to be loss-making in the short term. The extent of such losses may be greater than initially planned, which could have a significant impact on Group cash flow. As the Management will need to finance preparations for increasing productivity and profitability, no assurances can be given that the Group will be able to find enough additional financing to compensate for negative cash flows. The loan agreements entered into by the Group's Estonian subsidiaries contain several negative covenants, such as restrictions on paying dividends, making investments, transferring assets, assuming debts and effecting corporate changes. Such limitations may negatively affect the operations of and cash flows from the Group's Estonian subsidiaries to Trigon Agri (and hence the ability for shareholders‟ to receive a return on their investment), and limit the ability of the Estonian subsidiaries to access further funds if needed. Any additional equity financing may dilute existing shareholdings. Any debt financing may involve further restrictions on Group financing and operating activities. There can be no assurance that debt financing for the Group's Russian and Ukrainian businesses will be available on commercially acceptable terms. Further, if the market value of Trigon Agri‟s share is lower than the nominal value, it may be difficult for Trigon Agri to raise further capital by issuing new shares, as Danish law prohibits the writing down of share capital. If the Group is unable to obtain any necessary additional financing, it may be required to reduce the scope of its operations or anticipated expansion plans which may have a material adverse effect on the Group's financial condition and operational results. The activities of the Russian and Ukrainian legal entities have been primarily financed with intragroup loan agreements.

Insurance policies cannot be maintained by the Group to the extent common in more developed economies. The Group does not carry insurance policies to the extent common in some of the more developed market economies of North America and Western Europe, including coverage for business interruption for agricultural business. The Group maintains insurance against some, but not all, potential risks and losses affecting its operations, and the Group cannot assure that its insurance will be adequate to cover all of its losses or liabilities, which are regularly covered in other countries. The Group does not maintain separate

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funds or otherwise set aside reserves to cover losses or third-party claims from uninsured events. Thus, if such an uninsured event were to occur, the Group could experience significant disruption to its operations and/or would have to make significant payments for which it would not be compensated, which in turn could have a material adverse effect on the Group's business, financial condition and operational results.

The Company is a holding company that conducts its operations through its subsidiaries and depends on the receipt of sufficient dividend income from its subsidiaries which cannot make such distributions unless profits available are sufficient to cover them. The Company is a holding company and holds no significant assets other than its investments in operating companies and is therefore dependent upon the receipt of sufficient dividend income from these companies to meet its obligations. Under Russian, Ukrainian and Estonian law, a company is not allowed to pay dividends or make other distributions unless current or retained profits are available to cover such distributions. The Company's ability to benefit from the distribution of any assets of its subsidiaries upon liquidation of any such companies will be subject to the prior claims of such companies' creditors, including trade creditors. The Group's financial position is dependent on the contractual and legal ability of its subsidiaries to declare and pay dividends. A decrease in dividend income may have an adverse effect on the Group's financial condition and operational results.

The Company is wholly dependent on the management services it receives from Trigon Advisors. Under the terms of the Advisory Agreement, two of the Company‟s management team are provided to the Company through Trigon Advisors, a wholly-owned subsidiary of Trigon Capital. Only one member of the Board of Directors is directly employed by Trigon Agri, namely Raul Toomsalu (CEO), and the remaining members of the Board of Directors (i.e. management) are seconded by Trigon Advisors. The Advisory Agreement can be terminated on six months‟ notice. In the event that the Advisory Agreement is terminated or Trigon Advisors becomes unable to provide the services, the two board members provided by Trigon Advisors would most likely need to be replaced. There is no guarantee that the Group would be able to find suitable management or replacements within such timeframe. The discontinuing of, or material change to, management services may result in disruption in the Group's operations, which could have an adverse effect on the Group's financial condition and operational results.

The Group is exposed to exchange rate fluctuations between currencies. Most of the Group's costs are largely in local currencies while the Group's reporting currency is the euro. For example, the Group's employee and supplier related costs are paid in Russian roubles, Ukrainian hryvnia or Estonian kroons. The Group can choose to sell its products in the local markets for the local currencies or to export the products and receive payment in predominately USD or euro. This implies that potential currency gains or losses are not realized until the products are sold. Exchange rate fluctuations may also affect the Group‟s profit and loss accounts and balance sheet when foreign currencies are translated into euro. Although the kroon is fixed to the euro, the Group is exposed to exchange rate fluctuations between the euro, the rouble and the hryvnia. The Group‟s strategy is not to hedge against any commodity price movements in order to provide its shareholders a direct exposure to the fluctuation in the market. Significant exchange rate movements and other financial market fluctuations could have a material adverse effect on the Group's business, financial condition and operational results.

There could be a delay in receiving a refund of VAT in Ukraine The Group has applied for a refund for VAT in the Ukraine during 2009 and 2010. There have been delays in the receipt of such refund. If the refund is not forthcoming or delayed further it could have a material adverse effect on the Group's business, financial condition and operational results. The Ukrainian state has decided to issue government bonds to compensate for VAT refund. The key provisions of the procedure are as follows: The bonds will cover all VAT refunds claimed prior to 1 May 2010.The refund must have been confirmed by the tax authorities by this date and included in the inventory register maintained by the tax authorities. The bonds‟ currency is Ukrainian hryvna; Maturity period of the bonds is five years and the bonds will be redeemed twice a year in the amount of ten percent of the bonds' nominal value; Interest on the bonds is 5.5 percent per annum;

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The Group received the bonds on its securities‟ account by the end of September 2010. Currently, from UAH 101,421,000 applied for by Trigon Agri, the authorities have agreed to convert into VAT bonds UAH 81,000,000. The remainder is a full claim against the Ukrainian Government which the Company expects to get fully compensated for. On November 8, 2010, Trigon Agri sold the received VAT bonds at a discount to face value of 12.15 percent, through the transaction Trigon Agri received UAH 71,000,000 in cash. The bonds can be traded on market, used as collateral for borrowings or held by the Group to maturity. There are no restrictions on the transfer of title for the bonds. If there is a further delay in the refund of VAT or if it is not forthcoming, this could have a substantial material effect on the Group‟s financial position.

General tax risk Trigon Agri operates its business mainly through subsidiaries in a number of jurisdictions. The business, including intragroup transactions, is conducted in accordance with Trigon Agri‟s interpretation of applicable laws, tax treaties, regulations and requirements of the tax authorities in the relevant countries. The Company has obtained advice from independent tax advisors in this respect. However, it cannot be ruled out that Trigon Agri‟s interpretation of applicable laws, tax treaties, regulations, or administrative practice is incorrect, or that such rules are changed, possibly with retroactive effect. Legislative changes or decisions by tax authorities may impair the present or previous tax position of Trigon Agri. If for any reason the Group's tax position were to be disputed by the tax authorities, the possible tax liabilities of the Group could have a substantial material adverse impact on the Group's business, financial condition and operational results.

Risks relating to farming in Russia and Ukraine

The Group's cereal operations are heavily affected by weather, and low rainfall combined with a severe winter frost may negatively affect Group production levels. Weather conditions are a significant operating risk affecting the Group. Poor weather, unpredictable conditions or climate change may adversely affect farm output which, in turn, may adversely affect volume-related revenues earned by the agricultural businesses in which the Group intends to invest. Weather conditions are particularly important for the Group's cereal production in the Black Earth region, where winters are cold and summers are hot and dry. The success of a grain harvest in the Black Earth region is greatly dependent on rainfall during the growing season. In a climate of hot dry summers it is even more dependent on snowfall during the winter, as the melting snow provides water for the sowing and growing periods. The snow is also essential for protecting winter wheat against frost. Winter wheat which lies without snow cover for two to three weeks or more is likely to suffer significant damage in temperatures below -15° C. Abnormally high temperature in the European part of Russia in June to August 2010 resulted in significant crop damage in this region. As a consequence of this, the Russian Government introduced a temporary embargo on export of grains from Russia with effect from 15 August 2010 until 31 December 2010. A low level of rainfall combined with a severe winter frost may have a seriously detrimental impact on the Group's cereal production. No assurances can be given that global warming could not result in the combination of snowless winters and dry hot summers occurring more frequently in the Black Earth region, which could have a material adverse effect on the Group's business, financial condition and operational results.

A long-term deterioration in grain prices could negatively affect the Group's operational results. Prices of agricultural commodities are influenced by a variety of unpredictable factors beyond the control of the Group, such as weather conditions and changes in global supply and demand. The Management believes that the Group is well-positioned to resist the impact of fluctuation in grain prices, because its elevator and dry storage capacity allows the Group to time its grain sales at times when the prices are optimal. Nevertheless, a serious long-term deterioration in grain prices could adversely affect the Group's business, financial condition and operational results.

The Company may encounter difficulties in obtaining farming equipment and other necessary supplies from certain local suppliers. Timely access to equipment and supplies is essential for farming operations in the Black Earth region of Russia and Ukraine, where the climate seriously limits the seeding and harvest periods. The Russian and Ukrainian distributors of equipment and supplies in Russia and Ukraine are often relatively inexperienced, poorly managed and undercapitalised. When the Company is entering a new

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region, it is unknown to the suppliers, who consequently usually demand full payment of the purchase price in advance. Should a thinly capitalised distributor become insolvent between the prepayment and delivery, the Company may lose its prepayment.

There is limited or no access to quality seeds in the Ukrainian and Russian marketplaces. Good quality seeds are a prerequisite for successful cropping. Russia and Ukraine suffer from a lack of good seeds due to (i) the fact that a large number of local seed suppliers have experienced financial difficulties; (ii) the global decline of the agricultural sector in the late 1990s and early 2000s; and (iii) the fact that foreign suppliers are reluctant to sell seeds into Russia due to the lack of adherence to intellectual property rights. Therefore, there can be no guarantee that the Group will continuously have access to quality seeds in sufficient quantities for conducting its business.

Possible limits over the export of agricultural products may result in the Group being unable to obtain necessary export licenses or large enough quotas and consequently be unable to export its products. After Ukraine joined the WTO on 16 May 2008, no limits or quotas apply in respect of the WTO‟s members. However, in some particular cases Ukraine is able to implement defensive measures with the prior notification and substantiation to the WTO. Currently, due to the difficult climate conditions and possible decrease of the harvest forecast, Ukraine may impose some restrictions over export of agricultural goods, however this should be subject to negotiations with WTO. If there are restrictions imposed over the export of agricultural goods from Ukraine, this could affect the Group‟s business financial condition and operational results. Moreover such implemented restrictions may result in sanctions from WTO which may also affect the business of the Group and general economical conditions in Ukraine.

Difficult customs clearance of agricultural goods (especially cereals) may result in the Group being unable to timely perform its obligations before foreign purchases. There have been changes to the customs regulations, which now complicate the customs clearance of the agricultural goods from Ukraine. The artificial customs bans may adversely affect the Group‟s business in Ukraine.

An outbreak of livestock infections or other diseases could infect and directly harm the Group's livestock and could also indirectly affect Group operations due to international food scares or import/export bans which may occur in the event of such an outbreak. Livestock such as cows are vulnerable to viral infections and other infectious diseases, including foot and mouth disease. Whilst the Management believes that the Group's dairy operations have high sanitary standards in order to minimise the spreading of infectious diseases, no assurances can be given that the Group's livestock could not be infected from sources outside the Group's control. In recent years, major international food scares, like foot and mouth epidemics, have particularly affected the farming sector by way of import/export bans, which have closed the farming businesses' access to export markets. As dairy farming is mainly local in nature, and milk is seldom transported beyond a 300 kilometres radius of the farm, such import/export bans are not likely to prevent the Group from accessing its milk customers. Nevertheless, a serious outbreak of infectious animal diseases may result in costs or losses, including a loss of reputation, which could adversely affect the Group's business, financial condition and operational results.

The Group is subject to environmental laws and regulations in Russia, Ukraine and Estonia and, while the Group believes that it is currently in compliance with such laws and regulations and has verbal assurances from some authorities that this is the case, it cannot provide full assurances that enforcement actions or fines will not be levied in the future. Russian, Ukrainian and Estonian environmental laws impose actual and contingent liabilities on the owners of land to conduct remedial action on contaminated sites. Several deficiencies relating to waste handling, manure storage and other environmental matters concerning the Group have been identified in Ukraine and Estonia. While the Estonian farms have corrected most of the identified deficiencies, no assurances can be given that the Group's land holdings could not include land that suffers undiscovered contamination. Moreover, the measures required for correcting deficiencies have been based on verbal guidance and discussions with the Environmental Inspectorate, and no assurances can be given that, in the absence of written documentation, a verbal clearance given by the authorities could not be revoked or denied at a later date. Environmental obligations arising from land contamination or breach of other environmental requirements could materially adversely affect the Group's business, financial condition and operational results. It is also possible that the Group may become involved in claims, lawsuits and administrative proceedings relating to environmental matters. An adverse outcome in any of these could include the imposition of civil or criminal liability on the Group or its officers. A trend towards more stringent environmental, health and safety laws and their enforcement, including European Union regulation in

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the case of Estonia, could result in substantial costs and liabilities and could subject the Group's real estate properties (or those formerly owned or operated by the Group) to more rigorous scrutiny than is currently the case. Compliance with such laws, or any environmental claims could result in significant capital expenditures as well as other costs and liabilities, thereby materially adversely affecting the Group's business, financial condition and operational results.

Risk factors relating to doing business in Russia, Ukraine and Estonia

Emerging markets such as Russia, Ukraine and Estonia are subject to greater legal, economic and political risks than more developed markets, which could disrupt the Group's business. Since the 1980s, the countries of the former Soviet Union, including Russia, Ukraine and Estonia, have been undergoing a substantial political transformation from a centrally controlled command economy under communist rule to a pluralist market-oriented democracy. These three countries have all experienced significant political, legal and economic changes and liberalisation in the last two decades. Investors investing in emerging markets such as Russia and Ukraine should recognise that these markets are subject to significantly greater legal, economic and political risks than more mature markets. The same also applies partly to Estonia, although its accession to the European Union has brought it within the European regulatory framework and reduced both legal and political risks normally associated with this market. The official data published by Russian and Ukrainian government agencies is substantially less complete and less well-supported by research than those in some of the more developed market economies of North America and Western Europe. Official statistics may also be produced on different bases than those used in such economies. Any discussion of matters relating to Russia or Ukraine in this Prospectus must therefore be subject to uncertainty due to concerns about the completeness or reliability of available official and public information.

The Group is subject to various government entities whose approval procedures are often complicated and contradictory, compliance with which can be costly and time consuming. The Group's operations and properties are subject to regulation by various government entities and authorities. The approval and consent requirements vary between entities and authorities; they are numerous, sometimes contradictory and subject to change without public notice and they are occasionally applied retroactively. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of laws, regulations and standards, the issuance and renewal of permits and in monitoring compliance with the terms thereof. Compliance with the requirements imposed by these authorities may be costly and time- consuming and may result in delays in the commencement or continuation of the Group's operations or of some of its projects. Moreover, the Group's failure to comply with such requirements may result in the imposition of sanctions, including civil, administrative and criminal penalties applicable to the relevant member of the Group and criminal and administrative penalties applicable to its officers. In certain cases, the Group may be required to cease certain business activities and/or to remedy past infringements. Any such decisions, requirements or sanctions may restrict the Group's ability to conduct its operations or to do so profitably. The Group is continuously developing its legal and regulatory compliance measures to address these concerns and believes that it is in compliance in all material respects with applicable laws and regulations. However, additional effort on compliance with, or any violation of, current and future laws or regulations could result in material expenditures by the Group or otherwise have a material adverse effect on the Group's business, financial condition and operational results.

Risks relating to doing business in Russia

Conflict between Russian federal and regional authorities could create an uncertain operating environment, which could hinder the Group's ability to plan for the long term and adversely affect the value of its business. The delineation of authority and Jurisdiction between federal, regional and local authorities is still evolving, often remaining unclear and contested, particularly in relation to regulatory matters. Lack of consensus between the federal, regional and local authorities often results in conflicting legislation and may lead to further political instability. In particular, conflicting laws have been enacted in the areas of privatisation, securities, corporate legislation and licensing. Some of these laws, and the governmental and administrative decisions implementing them, as well as certain transactions effected pursuant to them, have in the past been

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challenged in the courts, and such challenges may occur in the future. For these reasons, the Russian political system is vulnerable to tension and conflict between the various authorities. This tension creates uncertainties in the Russian operating environment, which hinders the Group's long-term planning efforts and may prevent the Group from carrying out its business strategy effectively and efficiently.

Domestic political conflicts, and the risk of terrorism, could cause disruption to local business, including that of the Group. Any terrorist attacks and the resulting heightened security measures could cause disruptions to domestic commerce and could have a material adverse effect on the Group's business, operational results, financial condition and prospects.

Arbitrary, selective or unlawful state action could have a material adverse effect on the Group's operations. Government authorities have a high degree of discretion in Russia and at times appear to act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that may not be in full accordance with the law or that may be influenced by political or commercial considerations. Moreover, government authorities also have the power in certain circumstances, by regulation or governmental act, to interfere with the performance of, or nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included denial or withdrawal of licences, sudden and unexpected tax audits, criminal prosecutions and civil actions. In this environment, the Group's competitors may receive preferential treatment from the government, potentially giving them a competitive advantage. Although unlawful, selective or arbitrary governmental action may be challenged in court, such action, if directed at the Group or the Company's shareholders, could have a material adverse effect on the Group's business, financial condition and operational results.

Russia's planned accession to the World Trade Organisation ("WTO") may be delayed or abandoned which could affect the Group's business, financial condition and operational results. Russia remains the last major economy outside the WTO. Its potential accession to the WTO is likely to be perceived as producing substantial benefits to both Russia and the WTO itself, particularly in terms of market liberalisation, improving access to and for foreign investors, improved market transparency, as well as overall costs savings through competition and the elimination of trade (tariff) barriers. Substantial hurdles remain before the realisation of Russian WTO membership, primarily in the areas of intellectual property protection, simplifying customs procedures and setting the maximum rate of import customs duties on agricultural products, subsidies and energy pricing, and WTO working party officials have expressed concern at the pace of Russia's compliance. Should the Russian accession to the WTO be delayed or abandoned, it may have negative effects on the Russian economy and, in consequence, adversely affect the Group's business, financial condition and operational results.

The European Union may choose not to renew the European Union Partnership and Cooperation Agreement with Russia or relations between Russia and the European Union may deteriorate, either of which might have negative effects on the Russian economy and the Group's business, financial condition and operational results. Trade between Russia and the European Union is extensive. The European Union primarily exports capital and finished industrial and consumer goods, whereas Russia predominantly exports fuel and primary products. The European Union Partnership and Cooperation Agreement ("PCA") concluded with Russia in 1994 (effective as of December 1996) forms the basis for bilateral contacts between Russia and the European Union, including in the areas of political dialogue, trade and goods, investment and finance, with the goal of establishing an EU-Russia free-zone. The PCA provides Russia with Most-Favoured-Nation ("MFN") status, thereby exempting Russian exports from quantitative limitations, except for steel. The initial PCA expired in November 2007, however, the PCA provides for an annual automatic renewal unless either party gives written notice of its termination of the PCA at least six months before it expires. Should the European Union choose not to renew the PCA with Russia, it may have negative effects on the Russian economy and, as a consequence, adversely affect the Group's business, financial condition and operational results.

Social instability could have political and economic consequences and affect the value of investments in Russia. Labour and social unrest could have political, social and economic consequences, such as increased support for a renewal of centralised authority; increased nationalism, with support for re-nationalisation of property, or expropriation of or restrictions on foreign involvement in the economy of Russia. The failure of the Russian Government and many private enterprises to pay full

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salaries on a regular basis and the failure of salaries and benefits to generally keep pace with the rapidly increasing cost of living have in the past led, and could again lead, to labour and social unrest. Any of these events could have an adverse effect on confidence in Russia's social environment and the value of investments in Russia, and could restrict the Group's operations and lead to a loss of revenue, and could otherwise have a material adverse effect on the Group's business, financial condition and operational results.

High levels of corruption and organised crime's penetration of the economy could affect the Group's ability to efficiently conduct operations. The political and economic changes in Russia since the early 1990s have resulted in significant dislocations of authority. The local and international press have reported that significant organised criminal activity has arisen, and that property crime in large cities has increased substantially. In addition, there are reportedly high levels of corruption in locations where the Group conducts its business. Press reports have also described instances in which government officials have engaged in selective investigations and prosecutions to further their own interests or the interests of certain individuals. If it were alleged that the Group was involved in corruption or organised crime there would be a risk of prosecution and of possible criminal or administrative liability. Additionally, published reports indicate that a significant proportion of Russian media outlets regularly publish biased articles in return for payment. The proliferation of organised or other crime, corruption and other illegal activities that disrupt the Group's ability to conduct its business effectively, or any claims that it has been involved in corruption, demands of corrupt officials or illegal activities (even if not proven) that generate negative publicity, could have a material adverse effect on the Group's business, financial condition and operational results.

Russia's physical infrastructure is in a poor condition, which may lead to disruptions in the Group's business or an increase in its costs. The physical infrastructure of Russia largely dates back to Soviet times and has not been adequately funded and maintained over the past decades. The rail and road networks, power generation and transmission assets, communication systems, and building stock have been particularly affected. Road conditions throughout Russia are poor, with many roads not meeting minimum quality requirements. The Russian Government is actively considering plans to reorganise the nation's rail, electricity and telephone systems. Any such reorganisation may result in increased charges and tariffs while failing to generate the anticipated capital investment needed to repair, maintain and improve these systems. The deterioration of Russia's physical infrastructure harms the national economy, disrupts the transportation of goods and supplies, adds cost to doing business in Russia and can interrupt business operations. This could directly or indirectly cause disruptions in the Group's business or an increase in its cost and have a material adverse effect on the Group's existing and future assets and/or business.

Weaknesses relating to the Russian legal system and Russian legislation create an uncertain environment for investment and for business activity. Russia is still developing the legal framework required to support a market economy. Since 1991, Russian law has been largely, but not entirely, replaced by the new legal regime established by the 1993 Federal Constitution. The Group's business is subject to the rules of the Russian Civil Code, other federal laws and decrees, and orders and regulations issued by the President, the government, the federal ministries and the Central Bank of Russia, which are, in turn, complemented by regional and local rules and regulations. The following risks relating to the Russian legal system create uncertainties with respect to the legal and business decisions that the Group makes, many of which do not exist to the same extent in countries with more developed market economies: inconsistencies exist between: (1) federal laws; (2) decrees, orders and regulations issued by the President, the government and federal ministers; and (3) regional and local laws, rules and regulations; a lack of judicial and administrative guidance on interpreting legislation as well as a lack of adequate commentaries on judicial rulings and legislation; judges and courts are relatively inexperienced in interpreting legislation in accordance with new principles established under reformed statutes; a lack of judicial independence from political, social and commercial forces; alleged corruption within the judiciary and governmental authorities; problematic and time-consuming enforcement of both Russian and non-Russian judicial orders and international arbitration awards; a high degree of discretion on the part of governmental authorities, leaving significant opportunities for arbitrary and capricious governmental action; and

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bankruptcy procedures are not well developed and are subject to abuse. Additionally, several fundamental Russian laws have only relatively recently become effective. The enforceability of some of the more recently enacted laws may be subject to doubt and many new laws remain untested. Russian legislation also often contemplates implementing regulations that have not yet been promulgated, leaving substantial gaps in the regulatory infrastructure. All of these weaknesses could affect the Group's ability to enforce its legal rights in Russia, including rights under contracts, or to defend claims by others. The independence of the judicial system and its immunity from economic and political influences in Russia is subject to doubt. The Russian judicial system can be slow or unjustifiably swift. All of these factors make judicial decisions in Russia difficult to predict and effective redress uncertain. The Group may be subject to claims and may not be able to receive a fair hearing. Additionally, court orders are not always enforced or duly followed by law enforcement agencies. These uncertainties could have a material adverse effect on the Group's business, financial condition and operational results.

Difficulties exist in checking counterparty’s signing authorities. In Russia, it is very difficult, and often impossible, to carry out an in-depth due diligence investigation in relation to the authorities of the signatories to a transaction. In particular, when reviewing documents provided for review in respect of appointment of the management bodies of legal entities being the parties to the relevant contract and corporate approvals issued by such entities regarding the contract, verification of the compliance of such documents (where provided) with Russian law can only be made on the face of such documents. In case authorities of such signatories are successfully challenged, there is a risk that all documents executed by such signatories may be subsequently invalidated, which, in turn, will create a ground for challenging validity of the relevant contract. Further, certain transactions may be qualified as interested party transactions under Russian law and may require special corporate approvals in order to be valid. In the absence of the required corporate approvals, the validity of such transactions may be challenged in court. It is often not possible to independently verify all of the grounds for qualification of a relevant transaction as an interested party transaction. If an authority challenges any person or the absence of the relevant corporate approvals, transactions signed by such person may be considered as invalid and without legal effect. The inability to verify documentation may materially affect the Group's business, financial condition and operational results.

Russian legal entities may be liquidated on the basis of a lack of strict compliance with certain requirements. Certain provisions of Russian law may allow a court to order the liquidation of a Russian legal entity on the basis that it has not complied strictly with certain requirements relating to the formation of such entity or during its operation. Although some of the Group's Russian subsidiaries might have failed from time to time to comply fully with all the applicable legal requirements, the Management believes that none of the Russian Group companies should be subject to liquidation on such grounds. Management also believes that the financial condition of each Group company in Russia has been satisfactory at all times, and capable of meeting its tax and other third party obligations. If a Russian court or a governmental authority takes an unfavourable view of the Group, it may need to restructure its operations, which could have a material adverse effect on the Group's business, financial condition and operational results.

Non enforcement of anti-expropriation and nationalisation legislation could have a material adverse effect on the Group's operations. The Russian Government has enacted legislation to protect foreign investment and property against expropriation and nationalisation. If such property is expropriated or nationalised, legislation provides for fair compensation. However, there is no assurance that such protections would be enforced. Expropriation or nationalisation of any of the Group's Russian assets or businesses could have a material adverse effect on the Group's business, financial condition and operational results.

Russia's property law is subject to uncertainty and contradiction. It is often difficult to determine with certainty the validity and enforceability of ownership or lease title to land in Russia or to what extent it is encumbered. It is not always clear which governmental body or official has the right to lease or otherwise dispose of certain land plots; the construction approval procedures are intricate and such approvals may be contested or totally cancelled; and

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the building and environmental regulations sometimes contain requirements that are almost impossible to fully comply with in practice. If the Russian properties owned or leased by the Group, or any activities relating to such properties, are found not to be in compliance with applicable approvals, consents, registrations or other regulations, the Group may be delayed or prevented from using such property or its title to such property may be challenged. This could have a material adverse effect on the Group's business, financial condition and operational results.

No title guarantee from the Russian state. The Russian state does not give an absolute or clear guarantee of title and it may be very difficult (unless one can prove fault) to receive any indemnity from the state for losses or damages one may incur as a result of any information contained in the state registers or in any of the documents confirming property rights issued by any state authority being incomplete or untrue. In relation to verification of state registered data on real estate in Russia, reliance must be made on extracts from certain state registers, although information contained therein may sometimes be incorrect or incomplete. Certain encumbrances over real estate (such as, e.g., leases of real estate for a term of less than one year, rights to real estate acquired prior to 31 January 1997) are not subject to registration in the state real estate register and therefore are not indicated in extracts. Further, in practice, certain encumbrances (e.g. restrictions on use of land such as sanitary protection zones of enterprises, protection zones of objects of cultural heritance, archaeological objects, utilities networks, road setbacks, reservation, etc.) subject to registration in the state registers are often not registered. It is not always possible to verify the existence or absence of such non- registered encumbrances independently, and conclusions can only be made in relation to existence or absence of such non- registered encumbrances based on the documents provided by the counterparty or in course of technical due diligence. The lack of a trustworthy registration system could have a material adverse effect on the Group's business, financial condition and operational results.

Changes and inconsistencies in the Russian tax system could have a material adverse effect on the Group's operations. Generally, taxes payable by Russian companies are substantial. The tax environment in Russia has historically been complicated by contradictory pieces of interpretation of tax legislation issued by different authorities. The quality of tax legislation has generally improved since the introduction of the Russian Tax Code in 1999, and Russia has replaced legislation regulating the application of major taxes such as corporate income tax, VAT and corporate property tax with new chapters of the Tax Code. In practice, Russian tax authorities often have their own interpretation of tax laws that rarely favour taxpayers, who often have to resort to court proceedings to defend their position against the tax authorities. Differing interpretations of tax regulations exist both among and within government ministries and agencies, creating uncertainties and inconsistent enforcement. Tax declarations, together with related documentation, are subject to review and investigation by authorities, which may impose penalties and interest charges. Generally, an investigation covers the taxpayer's activities for the three calendar years immediately preceding the year in which the investigation is carried out. The Group's non-Russian entities are generally considered as not creating permanent establishment (in Russia there is no concept of tax residency for legal entities, instead the foreign entities may create a permanent establishment (PE)) in Russia for tax purposes. Although the Management believes that it conducts its operations in accordance with applicable requirements, there can be no assurance that Russian tax authorities will not determine that the Group (including any of its non-Russian entities) has a permanent establishment(s) in Russia as a result of its activities, the exercise of management and control from within Russia or the physical presence of its entities or its directors in Russia. The same or a similar challenge to the Group's operations could result in imposition of additional Russian tax liabilities on its non-Russian entities and Russian income tax withholding being assessed on interest or dividends, including dividends payable to Shareholders, and certain other payments made from such companies. Under the Russian Law, financial statements of a Russian group of companies are not consolidated for tax purposes. Therefore, each of the Company's Russian subsidiaries pays its own Russian taxes and may not offset its profit or loss against the loss or profit of another subsidiary in the group. In addition, payments of inter-company dividends between two Russian entities are subject to a withholding tax of 9 percent (0 percent if certain conditions are met), which is increased to 15 percent for amounts distributed to foreign shareholders. Russian transfer pricing rules give Russian tax authorities the right to review prices, make transfer pricing adjustments and impose additional tax liabilities in respect of transactions between related entities and certain other types of transactions between independent parties, where the transaction price deviates by more than 20 percent from the market price. The Russian transfer pricing rules are vaguely drafted, leaving wide scope for interpretation by Russian tax authorities and courts. In general, under the

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current rules the tax authorities have a right to make a transfer pricing adjustment if they conclude that prices charged in controllable transaction (e.g. related parties‟ or cross border transactions) deviate from the arm‟s length level by more than 20 percent. However, the current rules do not require taxpayers to prepare and submit any transfer pricing documentation and the burden of proof rests with the tax authorities. The rules do not allow the tax authorities to control prices effectively. New transfer pricing rules are expected to come into force from 2011 aiming to align Russian rules with international transfer pricing principles developed by OECD, in particular, introduce the arm‟s length principle as the fundamental principle of Russian transfer pricing rules, functional analysis, reporting and transfer pricing documentation requirements. As a result, it is expected that new rules would allow the tax authorities to control prices more efficiently. There can be no assurance that current taxes will not be increased or additional sources of revenue or income, or other activities, will not be subject to new taxes, charges or similar fees in the future, though the current trend in Russia is to reduce, not increase the tax burden. In addition to the Group's tax burden, these risks and uncertainties complicate the Group's tax planning and related business decisions, potentially exposing the Group to significant additional taxes, fines and penalties and enforcement measures despite the Group's best efforts at compliance, and could have an adverse effect on the Group's business, financial condition and operational results.

Risks relating to doing business in Ukraine

Ukraine is experiencing political uncertainty both internally and in its relations with Russia, which might have negative effects on the Ukrainian economy and the Group's business, financial condition and operational results. Historically, a lack of political consensus in the Verkhovna Rada (Parliament) of Ukraine has made it consistently difficult for the Ukrainian Government to secure the support necessary to implement a series of policies intended to foster liberalisation, privatisation and financial stability. Since independence in 1991, governmental instability has been a feature of the Ukrainian political scene. Despite the political jostling, the previous Government agreed on moving Ukraine closer to Europe, signing a National Unity Accord on major policy issues, including market reforms and the aspiration to eventually join the European Union. However, there is no certainty that the policies will succeed or that political stability will be long term. Future political instability in the executive or legislative branches could lead to a rejection or reversal of reform policies favouring privatisation, industrial restructuring, tax and administrative reform. There can be no certainty that the political initiatives necessary to achieve these or any other reforms described elsewhere in this Prospectus will continue, will provide for greater stability or ensure more responsible government policies, or will not be reversed or achieve their intended aims. Political instability in Ukraine, and/or any significant changes in the Ukrainian political climate may have negative effects on the economy as a whole and, as a result, a material adverse effect on the Group's business, financial condition and operational results.

A failure to develop relations with the European Union might have negative effects on the Ukrainian economy and the Group's business, financial condition and operational results. The current Government declared that it was European Union oriented, however it seems that the Government is oriented more towards business with Russia. As a result instability in relations with Europe and an increase in focus on Russia may result in Ukraine decreasing the European market for Ukrainian goods. Should Ukraine fail to develop its relations to the European Union or should such developments be protracted, it may have negative effects on the Ukrainian economy and, consequently, adversely affect the Group's business, financial condition and operational results.

Social instability could have political and economic consequences and affect the value of investments in Ukraine. The failure of the Ukrainian Government and many private enterprises to pay full salaries on a regular basis and a decrease in salaries due to the poor financial situation in Ukraine generally means it is difficult for salaries to keep pace with the rapidly increasing cost of living. This has previously led, and could again lead in the future, to labour and social unrest. Labour and social unrest may have political, social and economic consequences, such as increased support for a renewal of centralised authority and subsequent political instability, increased nationalism, with restrictions on foreign ownership in the Ukrainian economy, and possibly violence. Any of these events could adversely affect the Group's business, financial condition and operational results.

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Ukraine's physical infrastructure is in a poor condition, which may lead to disruptions in the Group's business or an increase in its costs. Ukraine's physical infrastructure, including its power generation and transmission and communication systems and building stock, largely dates back to Soviet times and has not been adequately funded and maintained over the past decade. Road conditions throughout Ukraine are relatively poor in comparison with more developed countries. The Ukrainian Government has been implementing plans to develop the nation's rail, electricity and telephone systems, which may result in increased charges and tariffs whilst fading to generate the anticipated capital investment needed to repair, maintain and improve these systems. Despite the widely announced and government supported European football championship of 2012 to be held in Poland and Ukraine and associated planned renovation of the infrastructure, the deterioration of Ukraine's physical infrastructure has an adverse effect on the national economy, disrupts the transportation of goods and supplies, adds costs to doing business in Ukraine and can interrupt business operations. Any further deterioration in Ukraine's physical infrastructure could have a materially adverse effect on the Group's business, financial condition and operational results.

Corruption and money laundering may have an adverse effect on the Ukrainian economy. External analysts have identified corruption and money laundering as problems in Ukraine. An anti-money laundering law came into force in Ukraine in June 2003, which significantly improved money laundering monitoring procedures. The central bank of Ukraine and other financial institutions in the country are now required to take comprehensive actions to monitor certain financial transactions more closely for evidence of money laundering. Any future allegations of corruption in Ukraine or evidence of money laundering could have a negative effect on the ability of Ukraine to attract foreign investment and thus could have a negative effect on the economy of Ukraine which in turn may adversely affect the Group's business, financial condition and operational results.

Ukraine experiences economic instability. In recent years, the Ukrainian economy has been suffering from economic instability, caused by limited liquidity and a relatively weak banking system, tax evasion, significant capital flight and low wages. Cumulative foreign direct investment ("FDI") was decreased to a very small level for a country the size of Ukraine. An increase in the perceived risks associated with investing in Ukraine dampened FDI and affected the Ukrainian economy. No assurance can be given that Ukraine will again be attractive to foreign trade and investment. An improvement in the investment climate, notably through a more effective enforcement of adopted legislation and the completion of the reform process, is essential for Ukraine to attract more investment. Any deterioration in the climate for FDI in Ukraine could have an adverse effect on the Ukrainian economy which in turn may adversely affect the Group's business, financial condition and operational results. The absence of a deep and liquid market for domestic treasury bonds means that Ukraine remains vulnerable should it not be possible to access international capital markets for any reason in the future. Under such circumstances, any failure by Ukraine to receive support from official creditors and international financial institutions could adversely affect Ukraine's financing of its budget deficit, the level of inflation and/or the value of the hryvnia, which in turn may adversely affect the Group's business, financial condition and operational results. Ukraine's economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. In addition, because Ukraine is a major producer and exporter of metal and agricultural products, the Ukrainian economy is especially vulnerable to world commodity prices and/or the imposition of import tariffs by the United States, the European Union or any other major export market. Any such developments may have negative effects on the economy of Ukraine which in turn may adversely affect the Group's business, financial condition and operational results.

Weaknesses relating to the Ukrainian legal system and Ukrainian legislation create an uncertain environment for investment and for business activity. Since independence in 1991, as Ukraine has been transforming from a planned to a market based economy, the Ukrainian legal system has also been developing to support this market based economy. Ukraine's legal system is, however, in transition and is therefore subject to greater risks and uncertainties than a more mature legal system. In particular, risks associated with the Ukrainian legal system include, but are not limited to: provisions in the laws and regulations that are ambiguously worded or lack specificity or even are contradictory and thereby raise difficulties when implemented or interpreted; inconsistencies between and among the Constitution of Ukraine, laws, presidential decrees, and Ukrainian governmental, ministerial and local orders, decisions, resolutions and other acts;

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the lack of judicial and administrative guidance on the interpretation of Ukrainian legislation, including the complicated mechanism of exercising constitutional jurisdiction by the Constitutional Court of Ukraine; the relative inexperience of judges and courts in interpreting Ukrainian legislation and the general inconsistency in their interpretation of Ukrainian legislation in the same or similar cases; corruption within the judiciary; and a high degree of discretion on the part of governmental authorities, which could result in arbitrary actions. Furthermore, several fundamental Ukrainian laws have either only recently become effective or are still pending hearing or adoption by the Ukrainian Parliament. The recent development of much of the Ukrainian legislation, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the Ukrainian legal system place the enforceability and underlying constitutionality of laws in doubt, and result in ambiguities, inconsistencies and anomalies. In addition, Ukrainian legislation often contemplates implementing regulations. Often such implementing regulations have either not yet been promulgated, leaving substantial gaps in the regulatory infrastructure, or have been promulgated with substantial deviation from the principal rules and conditions imposed by that legislation, which results in a lack of clarity and growing conflicts with regulatory authorities. The independence of the judicial system and its immunity from economic and political influences in Ukraine remains largely untested. Although the Constitutional Court of Ukraine is the only body authorised to exercise constitutional jurisdiction and has mostly proven its judicial impartiality, the system of constitutional jurisdiction itself remains too complicated to ensure the smooth and effective removal of discrepancies between the Constitution of Ukraine and the applicable Ukrainian legislation, on the one hand, and among various laws of Ukraine, on the other. Court decisions are not always open to public access and, therefore, may not serve as guidelines in interpreting applicable Ukrainian legislation to the public at large. Courts in different regions and/or of different levels often pass diametrically opposed decisions on similar cases, which is confusing for foreign investors. Enforcement of court orders and judgements are, in practice, very difficult in Ukraine. The uncertainties of Ukraine's legal system pose significant risks to the Group's operations and growth potential in Ukraine, particularly with a view to its ability to enforce contracts, defend its land rights and defend itself against unfair competition or arbitrary authority action.

Ukrainian legal entities may be liquidated on the basis of a lack of strict compliance with certain requirements. Certain provisions of Ukrainian law may allow a court to order the liquidation of a Ukrainian legal entity on the basis that it has not complied strictly with certain requirements relating to the formation of such entity or during its operation. Although some of the Group's Ukrainian subsidiaries might have failed from time to time to comply fully with all applicable legal requirements, the Management believes that none of the Ukrainian Group companies should be subject to liquidation on such grounds. The Management also believes that the financial condition of each Group company in Ukraine has been satisfactory at all times, and capable of meeting its tax and other third party obligations. If a court or a governmental authority takes an unfavourable view of the Group, it may need to restructure its operations, which could have a material adverse effect on the Group's business, financial condition and operational results.

Changes and inconsistencies in the Ukrainian tax system could have a material adverse effect on the Group's business. Ukraine has a number of laws related to various taxes imposed by both central and regional governmental authorities. These tax laws are relatively new, compared to more developed market economies, often resulting in unclear or non-existent implementing regulations. Moreover, tax laws in Ukraine are subject to frequent changes and amendments, which can have positive or negative results or create unusual complexities for the Group and its business. Differing opinions regarding legal interpretations often exist both among and within governmental ministries and organisations, including the tax administration, creating uncertainties and areas of conflict. The new Tax Code is currently under consideration by Ukrainian parliament. It is expected that the new Tax Code will be adopted in September-October this year and becomes and will come into force starting from 1 January 2011. The Group may need to adjust its operations in response to the introduction of the new Tax Code. Tax declarations/returns, together with other legal compliance areas (for example, customs and currency control matters), are subject to review and investigation by a number of authorities, which are authorised by law to impose substantial fines, penalties and

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interest charges. These circumstances generally create tax risks in Ukraine, which are more significant than typically found in countries with more developed tax systems. Whilst the Management believes that the Group is currently in compliance in all material respects with Ukrainian tax laws, it is possible that the relevant authorities could, in the future, take differing positions with regard to interpretative issues, which may result in a material adverse effect on the Group's business, financial condition and operational results.

The concept of fiduciary duties of management or members of the board to their companies or shareholders remains undeveloped in Ukraine. Disclosure and reporting requirements have only recently been enacted in Ukraine. Anti-fraud legislation has only recently been adapted to the requirements of a market economy and remains largely untested. Most Ukrainian companies do not have corporate governance procedures that are in line with U.S. standards, including the standards set forth in the U.S. Sarbanes-Oxley Act of 2002. Ukrainian banking laws have introduced the concept of fiduciary duties owed by a bank's management to the bank and its shareholders. However, the concept of fiduciary duties of management or members of the board to their companies or shareholders remains undeveloped. Violations of disclosure and reporting requirements or breaches of fiduciary duties by the Company's directors or shareholders could significantly affect the receipt of material information or result in inappropriate management decisions, which may have a material adverse effect on the Company's business, financial condition and operational results.

Risks relating to doing business in Estonia Estonia has experienced significant political, legal and economic changes, and liberalisation during the last two decades of transition from Soviet rule and a planned economy to independence and a market economy. For the purposes of its accession to the European Union, Estonia implemented significant social and economic changes, as well as reforms to its legal and regulatory framework. As a result, the volume of Estonian legislation and other regulations has increased and is expected to increase further pursuant to the obligation to apply European Community law. The Estonian civil code and corporate, competition, securities, environmental and other laws have been substantially revised during the last two decades. The new legislation remains in part largely untested in courts and no clear practice of administrative or court interpretation has evolved. Estonian businesses are in the process of adapting to the business standards and practices of the European Union. Many Estonian companies, including the Company‟s Estonian subsidiaries, are still adopting and developing management tools for competition law related risks, corporate governance, internal controls and risk management. The uncertainties of Estonia's legal system and the lack of foreseeability pose a risk to the Group's operations in Estonia, particularly as any violation of, current and future laws or regulations could result in material expenditures by the Group or otherwise have a material adverse effect on the Group's business, financial condition and operational results.

Estonian tax laws and regulations have not been in force for a significant period and may be subject to review. Estonia currently enjoys a corporate income tax regime under which income tax is deferred until profits are distributed. Estonian companies are currently subject to income tax of 21 percent (21/79 of the net amount of distributed profits). There is no withholding tax on dividends since 1 January 2009. Estonian tax laws and regulations are relatively new in contrast to more developed market economies; therefore, implemented laws and regulations may be unclear or nonexistent. Accordingly, there is limited case law on the application and interpretation of these laws. The Group's tax position may be subject to possible review and investigation by tax authorities, authorised to impose fines, penalties and significant interest charges. If for any reason the Group's tax position were to be disputed by the tax authorities, the possible tax liabilities of the Group could have a substantial material adverse impact on the Group's business, financial condition and operational results.

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Risks relating to the Listing

General stock market risk A prospective investor should be aware that an investment in Trigon Agri shares is associated with a high degree of risk. In addition to the Company‟s performance, the share price is dependent on a number of factors that the Company cannot influence. Such factors may include the economic climate, market interest rates, capital flows, political uncertainties, market and behavioural psychology. Even if the Company‟s activities develop positively, it cannot be excluded that a shareholder will make a capital loss upon divestment of the shares.

Exercise of warrants could dilute current investor shareholdings In May 2007, Trigon Capital received Warrants (the "2007 Warrants") to purchase 14,906,516 shares, which equalled approximately 25 percent of the aggregate number of shares outstanding immediately after the private placing completed on 17 May 2007. Trigon Advisors received further Warrants (the "2008 Warrants") to purchase 17,500,000 shares, which together with the 2007 Warrants, equal to approximately 25 percent of the aggregate number of shares outstanding and constitute 18,77 percent of the total issued, fully diluted, share capital of Trigon Agri. The terms and conditions of the Warrants are included in the Articles of Association. Under the Articles of Association, the Board of Directors of Trigon Agri is authorised to issue warrants free of charge entitling Trigon Advisors to subscribe for shares in the Company for up to 26,250,000 shares. If issued, these warrants, together with the 2007 and 2008 Warrants, equal to approximately 36 percent of the aggregate number of shares outstanding and constitute 30.24 percent of the total issued, fully diluted, share capital of Trigon Agri. The authorisation shall be effective until the end of 2012. Any warrants issued by the Board of Directors based on the authorisation may be exercised on to the same terms and conditions as the 2008 Warrants. The shareholders of the Company shall have no pre-emption right in connection with the issue of warrants according to this authority, as the warrants shall be issued in favour of Trigon Advisors. There is no commitment to issue any further warrants. If an investor purchases shares in the Company at a price above the strike price of the outstanding warrants, and if the warrants are exercised, this may be dilutive of the investors‟ shareholding. Trading in the Company’s shares The Company‟s shares are currently listed on NASDAQ OMX First North. The Company has applied for listing on the main list of NASDAQ OMX Stockholm and concluded an agreement with E. Öhman J:or Fondkommission AB (“Öhman Fondkommission”) under which the latter will act as liquidity provider to reduce the spread between buy and sell prices and promote trading in the shares. However, it is difficult to predict the strength of interest in the Company‟s shares in the event of a change of marketplace. If it is not possible to achieve liquid trading or if such trading is not sustained this could make it difficult for shareholders to sell their shares. The expiry of the liquidity provision agreement could reduce the liquidity of the shares.

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Background and reasons for the Listing Trigon Agri is an integrated soft commodities producer, storage provider and trader with operations in Ukraine, Russia and Estonia. The Company‟s main land properties are located in the Black Earth region, probably comprising one of the most fertile soils worldwide. Trigon Agri‟s vision is to become one of the most cost efficient producers of cereals and oilseeds globally using sustainable farming methods. The agricultural sector of Russia and Ukraine represent underdeveloped sectors which historically have been neglected by investors. Trigon Agri offers investors a unique exposure to these fast growing agricultural markets. Due to its vast expansion, Trigon Agri has gained a strong market position in several Russian and Ukrainian regions, richly endowed with Black Earth soil. The Company continues to build up the already impressive land bank of first class soil while ramping up agricultural operations, with approximately 84,585 hectares of land planned to be harvested in 2010.1 On 17 May 2007, Trigon Agri completed a private placing of shares to institutional investors and high net worth individuals in several European Union member states and in the United States raising an additional EUR 50 million for financing the development of its activities. Following the private placing, the Company was successfully listed on NASDAQ OMX First North in Stockholm on 18 May 2007. NASDAQ OMX First North is an alternative market, operated by NASDAQ OMX Stockholm AB, which does not have the legal status as an EU-regulated market. The Board of Directors has decided to apply for a listing of the Company‟s shares on the main list of NASDAQ OMX Stockholm. The main purpose of the Listing2 on NASDAQ OMX Stockholm is to increase awareness of, and interest in, the Trigon Agri share among domestic and international institutional and retail investors as well as analysts and media. As previously reported, the Company has initiated measures to facilitate trading and thus increase the liquidity in the share by changing the trading and settlement currency to Swedish kronor from euro. The Listing provides the Company with access to a wider share of the Swedish and international capital markets, enabling the Company to seize further expansion opportunities. The estimated first day of trading of the shares on the main list of NASDAQ OMX Stockholm is 8 December 2010.

For further information, reference is made to this Prospectus, which has been prepared by the Board of Directors of Trigon Agri A/S (publ) in view of the admission of the Company’s shares to trading on NASDAQ OMX Stockholm. The Board of Directors of Trigon Agri A/S (publ) is responsible for the contents of this Prospectus. The Board of Directors of Trigon Agri A/S (publ) hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

Tallin, 19 November 2010 The Board of Directors

1 The Company 2 The estimated total costs associated with the Listing amount to EUR 475,000

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Industry overview This section contains historical economic, market and industry data and forecasts. Whereas the market and industry data contained in this section has been taken from sources, using methods which the Company believes to be reliable, such information has not been independently verified and the Company cannot guarantee the accuracy and completeness of such information. It should be noted that it is difficult to obtain comprehensive, reliable and up-to-date information about the Central and Eastern European agricultural markets due to the fact that participants in the agricultural markets are mostly closely held companies that rarely share information about their business and operating results.

Market drivers and industry trends Food demand is expected to increase with population and prosperity growth, putting pressure on agricultural production growth pace. In the short term the commodity market is expected to face output shortage. Global production will subsequently adjust, however confronted by a reallocation of sourcing. In the medium term, demand for agricultural products can be expected to increase relatively steadily, keeping in line with its historical compound annual growth during the last 20 years of near two percent. In a world with limited and scarce resources, the regions with the most appropriate prerequisites will benefit from the race for commodities. The underlying factors shaping the future agriculture market landscape are cost drivers such as water availability, soil fertility and climate conditions. Comparing such features fuels the expectations of producers in the Black Earth region to becoming increasingly important in the global commodity market. According to the USDA, of all major grain-producing countries, Russia, Ukraine and Kazakhstan appear to have the most potential to substantially increase wheat production and exports. Thus, the next decade is likely to see a major shift in global wheat production and trade. According to the USDA, the largest gains in wheat production and exports are expected in the former Soviet Union, specifically Russia, Ukraine and Kazakhstan, supported by production efficiency and market forces. The share of world trade for the traditional five largest wheat exporting countries (the United States, Australia, the European Union, Argentina, and Canada) is expected to decline from roughly 70 to 55 percent over the next decade. The decrease is mainly due to increased exports from the Black Sea area.3 In recent years, volatile product and input prices have impacted incentives for agricultural production worldwide. However, producers have proven ability to adjust to diverging market conditions. The record of output flexibility suggests a conserved ability of handling profound price deviations and falling price trends in the agricultural sector. Such market mechanisms, combined with future demand growth prospects, suggest prices to keep a stable and less volatile, upward-moving trend. Further, comparing recent years‟ market prices with producer costs strengthens the case of price growth. As production costs exceed output prices in some of the dominating agricultural-producing countries, prices should increase to render a long-term balanced price situation.4 Market drivers and recent industry trends shaping current and future development of the agricultural industry development are presented below.

Population growth The world population has increased by 700 million over the last decade, and the United Nations (UN) forecasts global growth over the next decade of approximately ten percent. This translates into 7.7 billion people in 2020, up from 6.8 billion at the end of 2009. Population growth generates increased demand for food. The rendered growth in demand is particularly evident in developing countries, where practically all future growth will occur. These regions, however, are generally characterised by overpopulation and a limited arable landmass.5 The estimated population growth over the next half-century may be the single trend affecting economic progress the most, exacerbating almost every other environmental and social problem.

3 USDA, Economic Research Service, Former Soviet Union Region to play a larger role in meeting world wheat needs, Volume 8 Issue 2 4 The Company 5 Worldwatch Institute, State of the World 2000

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Economic prosperity In addition to increasing population, agriculture demand growth will be driven by increasing GDP. The projected GDP growth is derived from more equitable distribution of income, when emerging market incomes converge on developed markets. According to the USDA, the share of global GDP derived from developed countries will decrease from approximately 70 to 60 percent over the next decade.6 In turn, the induced global increase in GDP per capita supports higher animal protein and calorie intake.7 Growing affluence will change dietary demands to increasing relative consumption of meat, dairy, fruits, vegetables and processed foods.8 From 2000 to 2009, GDP in Russia and Ukraine grew by an average annual growth rate of 4.8 and 4.2 percent, respectively, while the corresponding growth in Estonia was 4.0 percent. Noteworthy is, however, that all three economies were heavily injured by the global economic recession in 2009 rendering negative GDP growth.9 Sustained economic growth in developing and transition economies has rendered growth in disposable incomes, allowing people to change their eating preferences from staple foods towards a mixture of more expensive, higher value-added products. Diverting more grain to animal feed further excels demand growth for meat and dairy. Economic growth in Russia and Ukraine is estimated to average 4.6 and 4.8 percent per annum, respectively, over the next decade. Growth is supported by the shift to market-oriented economies as well as relatively high oil prices.10 Meanwhile, while population continues to expand, along with economic prosperity, the Earth‟s natural resources do not. Thus, going forward significant structural challenges will face global ability to maintain continuing agricultural production output growth.

Urbanisation The average population size of the world's 100 largest cities grew from around 700,000 in 1900 to 6.2 million in 2000. Presently, half the world‟s population lives in urban areas, compared to less than 15 percent in 1900. Future population growth will mostly be derived from urban areas. By 2030, the UN forecasts that 60 percent of the world‟s population will live in urban environment. Urbanisation puts pressure on the area available for agricultural land as well as reduces the workforce available to farm it. Further, urbanisation is often associated with additional pollution.11

Growth of local livestock Except for urbanisation there are other possible sources of competition for land. Growing livestock numbers are a result of increased prosperity and preference for meat food. The development will be particularly evident in crowded populations, such as India and China. Thus, pasture land will be in high demand and possibly a limitation to crop expansion.12 Ukrainian and Russian governmental concern regarding post-Soviet Union national livestock depletion has resulted in national programmes, such as the Countryside Development Programme in Ukraine and the National Project for the Development of Agriculture in Russia, to increase such livestock. In addition, increased domestic demand for meat consumption in Russia and Ukraine has caused an increase in livestock, in particular of poultry and pork. Additional livestock production necessarily requires large areas of farmland to provide the requisite animal feed.13

Limited arable land Production of wheat, coarse grains and oilseeds compete for limited cropland. Increased agricultural production requires larger areas of arable land. In most countries planted area is expected to grow only moderately. Area expands more rapidly in countries such as Russia and Ukraine with a reserve of available land and policies that enable farmers to respond to higher prices. The majority of projected production growth is derived from rising yields. Countries that are making significant investments in, as well as pursuing

6 USDA, World Agricultural Outlook Board, Agricultural projections to 2019, February 2010 7 Credit Suisse, Agriculture – a Structural Story, June 2009; Deutsche Bank, Investing in Agriculture: Far-Reaching Challenge, Significant Opportunity, June 2009 8 Worldbank 2010, World Development Report 2010 9 International Monetary Fund, World Economic Outlook Database, April 2010; Eurostat 10 USDA, World Agricultural Outlook Board, Agricultural projections to 2019, February 2010 11 Credit Suisse, Agriculture – a Structural Story, June 2009 12 OECD, Agricultural Outlook 2009-2018 13 The Company

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supporting policies of, their agricultural sectors are expected to have an increasing presence in world agriculture trade market. These countries include Russia, Ukraine, Brazil and Kazakhstan.14

Water availability The amount of fresh water produced by the hydrological cycle was essentially the same in 2000 compared to 1950 and it is likely to sustain at the same level in 2050. Climate change will add to the risks of water stress as well as the incidence and severity of floods. It is suggested that with 3–5oC increase in global mean annual temperatures, developing countries may need to increase cereal imports by ten to 40 percent. Asian, African and Middle Eastern countries will encounter the greatest pressure on water resources, especially from the future growth in non-agricultural water use.15 In large agricultural areas of high-producing countries, such as India and China, water is already a scarce resource on many resorts. Saudi Arabia has adopted a policy to phase out wheat production by 2016 because of water scarcity concerns.16 On the contrary, Russia holds vast areas of undeveloped agricultural land, huge amounts of fresh water and large forested areas, enabling the country to gain from future gain in commodity demand.

New source of demand Increase in global energy prices combined with a growing concern for the environment has transformed biofuels into an essential consideration of energy strategies in many countries. Biodiesel derived from oilseeds, such as rapeseed, soybean and sunflowerseed, and bioethanol, mostly derived from crops such as corn, sugar cane and wheat, are two major biofuel groups. Growth in biofuels is reinforced by government biofuel mandates, causing in an increased demand for energy crops such as wheat and rape. The European Commission has set ambitious targets for biofuel consumption aiming for 25 percent of transport fuel to be catered for by biofuels in 2030, considering a base case of half the requisite crops imported from outside of the European Union.17 The Ukrainian Government has pledged to raise the share of biofuels in total fossil fuel production up to ten percent by 2011.

The global grain and oilseed market Volume Agricultural grains, or cereals, are commonly divided into: (i) wheat, a main consumption food which is also used for producing alcohol; and (ii) coarse grains, including corn, barley, oats, sorghum, oats, rye, and mixed grains. The global production of wheat and coarse grains in 200918 totalled 1,784 million tonnes, corresponding to a decline of 0.5 percent compared to last year. Of the total production, wheat represented 38 percent, or 680 million tonnes. Meanwhile, total demand was 1,761 million tonnes, corresponding to an annual growth of 2.3 percent. Of the total demand, wheat comprised 37 percent. Over the last three decades, global grain consumption has grown steadily alongside rising global population and sustained economic development. In recent years, total demand has not kept pace with production growth as 2009 winded up the third consecutive year with growing ending stocks.19 However, market concerns about the outcome of current marketing year‟s harvest heightened during the summer of 2010 as global output forecast was cut. Especially in the Black Sea region, suffering from record heat wave and heavy drought, production output estimate was reduced.20 The global oilseed market is dominated by soybeans, followed by rapeseed, peanuts and sunflowerseed. Global oilseed production rose by 19 percent in 2009. Production increased in the United States, the European Union, Pakistan, and Australia, while it declined in Canada, Russia, Ukraine, India, China, Brazil and Argentina.21 Similar to the case with grains, overproduction prevailed in the oilseed market,22 with a production totalling 441 million tonnes compared to a demand of 418 million tonnes.

14 USDA, World Agricultural Outlook Board, Agricultural projections to 2019, February 2010 15 OECD-FAO, Agricultural Outlook 2009-2018 16 USDA, World Agricultural Outlook Board, Agricultural Projections to 2019, February 2010 17 European Commission Community Research, Biofuels in the European Union – A Vision for 2030 and Beyond 18 Note: Denotes estimates on local marketing year 2009/2010 according to the USDA. 2008 denotes local marketing year 2008/2009 etc. 19 USDA PSD Online, July 2010 20 International Grain Council, Grain Market Report, July 2010 21 USDA, Global Crop Production Review, 2009 22 Note: Oilseeds refer to copra, cottonseed, palm kernel, peanut, rapeseed, soybeans and sunflowerseeds

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The global overproduction added to the growing stock balances from last year and raised the global stock-to-use ratio to 77 days (total for wheat, coarse grains and oilseeds). Across three main crop categories, the stock-to-use ratio is currently at the highest level for wheat corresponding to 108 days. The respective figure for coarse grains equals 62 days and for oilseeds 66 days.

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World wheat, coarse grain and oilseed – total consumption, production and stock-to-use ratio 2,500 120

100 2,000

80

1,500 (Days) 60 1,000

(Milliontonnes) 40

500 20

0 0 1994/95 1997/98 2000/01 2003/04 2006/07 2009/10 Consumption (l.h.) Production (l.h.) Stock-to-use (r.h.) Source: USDA

Global grain market 2005 2006 2007 2008 2009 (million tonnes)

Wheat and coarse grains Production 1,599 1,583 1,691 1,793 1,784 Consumption 1,616 1,628 1,674 1,722 1,761 Ending stock 316 271 288 359 382 Stock-to-use, days 71 61 63 76 79 Oilseeds Production 391 404 392 370 441 Consumption 384 393 401 403 418 Ending stock 64 73 62 56 76 Stock-to-use, days 61 68 56 51 66

Source: USDA

The table below summarises the output of global leading agricultural grain and oilseed producers.

Agricultural grains Oilseeds

Share of global Share of global Country Country production production

United States 23.0% United States 22.4% EU-27 16.3% Brazil 16.2% China 15.5% Argentina 13.1% India 6.4% China 13.0% Russia 5.2% India 7.2%

Source: USDA

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Price Grain prices are subject to a high degree of seasonal fluctuation throughout the year. If a good harvest is forecasted prices tend to fall at the outset of the growing season in late spring. If the harvest proves good oversupply may depress prices further in the period from August to November. Prices tend to recover at the end of the calendar year as supply gradually decreases. In general, prices remain high until the next harvest season and are influenced by the national grain stock. Prices in markets with significant restrictions on the import and export of grain may be affected by domestic supply and demand, differing from international price levels.23 In recent years, fluctuations in production, trade and stocks of agricultural commodities have been unusually large. Strong economic growth and rising energy prices combined with weather-reduced harvests in a number of major-producing regions in 2006 and 2007 initiated dramatic price increases as well as severe stock declines for world agricultural commodities.24 Following the price spike and inventory low in mid-2007, export restrictions were imposed in some countries with the purpose to mitigate domestic inflation. The reduced exportable supplies excelled the price climb during the next ten months as global demand was boosted driven by importing countries‟ concern for undersupply. From January 2002 to the peak in 2008, wheat prices rose by 330 percent. In 2008 and 2009, world agricultural production responded to high prices and favourable weather conditions with large harvests.25 In August 2010, Russia suspended its grain exports throughout the year as a consequence of the output loss caused by drought. As a reaction to the export ban, global wheat prices have rallied near two-year high.

Commodity prices 700 160

600 140 120 500 100 400 (USD/barrel) 80 300 60

(USD/tonne) 200 40

100 20

0 0 Jan-07 Jun-07 Oct-07 Mar-08 Aug-08 Jan-09 Jun-09 Oct-09 Mar-10 CBOT wheat spot (l.h.) CBOT corn spot (l.h.) CBOT soyabeans spot (l.h.) Oil WTI (r.h.) Source: Bloomberg

23 The Company 24 The Company 25 USDA, World Agricultural Outlook Board, Agricultural projections to 2019, February 2010

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Russian and Ukrainian market for agriculture Yield The productivity yields of the farming sector in Russia and Ukraine have improved but still remain relatively inefficient. As depicted in the graph below, comparing annual wheat yields among major-producing countries, yields in Russia are below global average and more than 50 percent lower than the European Union average. Yields in Ukraine have experienced significant enhancement to match, and at times even defeat, global average in recent years.

World and regional wheat yields 6

5

4

3

2 (Tonnes/hectare)

1

0 2000/2001 2002/2003 2004/2005 2006/2007 2008/2009 2010/2011

Russia Ukraine China EU-27 World Source: USDA

Production cost Although output yields remain inefficient, agricultural output in the former Soviet Union can be produced at low cost. The Black Earth region is characterised by high soil fertility and favourable climate, constituting a competitive advantage to other producer regions.26 Further, as climate changes economic incentives for agricultural production will do so as well. Rising global temperature and soil erosion are likely to restrain agricultural production growth in traditional producer countries such as the United States, Germany and France. The Black Earth region may be less susceptible to the effects of climate change compared to other traditional regions of agricultural production and is thus expected to be in an advantageous position compared to such producer countries. Due to these regional features, agricultural producers located in the Black Earth region may be expected to better survive falling price trends and facilitate the undertaking of profitable business.27 Across three main crop categories, Russian and Ukrainian producer prices only constitute 40 to 65 percent of global average. Wheat producer prices in Russia constitute 65 percent of global average, while the Ukrainian correspondence constitutes 56 percent. Regarding primary oilcrops, Russia has the larger cost advantage with producer prices levelling at 40 percent relative to global average, while the corresponding price in Ukraine constitutes 66 percent of global average.

26 The Company 27 The Company

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World and regional producer prices 700

600

500

400

300 (USD/tonne) 200

100

0 Wheat Coarse grain Oilcrops primary World Russia Ukraine Source: United Nations Food and Agriculture Organisation (FAO) 2007

Although the wheat price has rallied in late summer of 2010, current market price is still justifiable with respect to global average production cost.28 Comparing producer costs in some of the world‟s major-producing countries with the market price of wheat, fuels further speculation on persisting high price levels. Europe, China and Turkey all constitute top-tier wheat producers with production costs above current price level.

Wheat regional producer prices relative to market price 400

350

300

250

200

150 (USD/tonne) 100

50

0

Wheat producer price (2007) CBOT wheat spot (Aug 2010)

Source: United Nations Food and Agriculture Organisation (FAO) 2007, Bloomberg

Agricultural sector in the former Soviet Union The dissolution of the Soviet Union in 1991 marked the beginning of a transition from centrally-planned to market-oriented economies. While significant progress has been made, the transition has not been easy. Soviet agricultural production relied on collective farms called sovkhozes and kolkhozes. The system of collective farms was inefficient and caused high levels of crop failure, rendering persistent national food shortage. Due to the disruption to the agricultural economy following the collapse of the Soviet Union, grain and wheat yields in Russia and Ukraine fell during the 1990s. The agricultural sector declined due to factors such as the disruption of access to the former Soviet market, the rapid increase in

28 The Company

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production costs and the dismantling of trade barriers. The latter part of the decade experienced a transition to market economy and greater financial rewards for good farm management and, eventually, access to new investment. The farms that survived these conditions modernised their operations in order to increase productivity. Through the restructuring of agricultural production and trade, the countries of the former Soviet Union have altered from net importers of grain to some of the world‟s largest exporters, involving a shift of approximately 90 million tonnes of additional grain to the world market during the last 20 years. High-cost production of livestock products in the former Soviet Union required imports of grains and oilseeds. As the livestock sector was dramatically contracted during the 1990s, grain surpluses were made available for export. Further, the region‟s wheat yields have risen steadily during the last decade, compared with yields during 1992-2000, excelling output surplus available for exports. Yield improvements are mainly due to the rise of new large, vertically integrated agriculture enterprises in these countries bringing new investment, superior technology, and modern management methods. Such yield improvements are expected to continue supported by increasing use of fertilisers and further expansion of new operators. According to the USDA, by 2019, Russia could become the world‟s top wheat exporter, and Russian, Ukrainian, and Kazakhstan wheat exports collectively could more than double those of the United States. During the 1990s, total grain area fell in Ukraine and Russia, mainly as a corrective reaction to Soviet-era policy of pushing grains onto marginal land, which generated inefficient high-cost production. During the 2000s, wheat and grain area has remained relatively stable in Russia and Ukraine. The recent surge in world agricultural and food prices has reinvigorated interest in returning remaining idled land to grain production and to further expand area beyond former Soviet-era levels.29

Agricultural sector in Russia In 2007, Russia had 76.4 million hectares of land sown for agricultural crops. In 1990, before the transition to market economy initiated, the corresponding figure was 117.7 million hectares.30 Wheat is the country‟s dominant cereal crop, comprising a harvested area of 28.7 million hectares in 2009. Other important crops include sunflower, barley, and potatoes. In the early 1990s approximately 80 percent of agricultural land in Russia was distributed to former employees of collective farms in the form of Pai certificates. Since no Pai had an exact location attached to it, nor was there a unified land cadastre, the reform was unsuccessful and caused a drastic decline in land cultivation and living standards in the Russian countryside. Land reform was effectively re- launched between 1999 and 2002, when the first major steps towards fully-fledged private land ownership were finally taken. In Russia, the agricultural sector31 has not been able to keep up pace with national GDP growth. From 2003 to 2009, Russian real agricultural output grew by 2.2 percent per annum, while compound annual real GDP growth was 4.3 percent. In 2009, according to the State Statistics Service of Russia, agriculture accounted for 3.9 percent of Russia‟s GDP, down from 5.5 percent in 2003. The slow pace of the land reform, a sharp reduction in subsidies, poor infrastructure and a lack of managerial expertise are considered to be the main factors behind the continuing stagnation. The agricultural sector has benefited from investment less than other parts of the Russian economy, in particular the energy and consumer sectors. Investment has been hampered by restrictions on owning or transferring farmland and the complex ownership structures of the former collective farms. Even though a privatised farm is operated as one economic entity, its land is usually owned by a large number of individuals.32

Russian grain and oilseed market Volume Despite the economic hardships that followed the collapse of the Soviet Union, Russia has become one of the world‟s leading grain exporters. During the last decade, Russian agriculture trade has grown considerably driven by generally improving domestic economic conditions and the devaluation of the rouble in 1998, rendering reduced imports and increased exports. Agriculture exports have grown heavily competing with relative cost advantage globally and thus gaining market share from other major grain producers. Of the world wheat trade growth of 25 percent in the last decade, 70 percent is derived from Russia. A majority of Russia‟s expansion is related to trade with North African and Middle Eastern markets where it gains comparative advantages in prices and

29 USDA, Economic Research Service, Former Soviet Union Region to Play A Larger Role in Meeting World Wheat Needs, Volume 8 Issue 2 30 OECD-FAO, Agricultural Outlook 2009-2018 31 Agriculture, hunting and forestry according to the Federal State Statistics Service of Russia 32 The Company

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logistics. During the summer of 2010, Russia experienced severe drought in most crop producing parts of the country labelled as the worst drought in the region seen over last 50 years.33 Total wheat production for 2009 was down 3 percent, totalling 62 million tonnes, from the previous year‟s record crop, despite an increase in area. The decline in wheat production was largely due to unfavourable weather conditions in major winter wheat producing areas during the summer. Winter wheat typically comprises 60 percent or more of total wheat production and is mostly grown in the Southern District and southern areas of the Central and Volga Districts. The combination of smaller planted area with unfavourable weather caused a 22 percent decline in coarse grain production compared to previous year, totalling 32 million tonnes.34

The table below depicts grain cultivation at Russian farms between 1995 and 2010E.

Russia 1995 1998 2001 2004 2007 2009 2010E

Grains and oilseeds under cultivation 54.7 50.7 44.0 43.7 44.4 42.7 40.2 (million hectares)

Grain production (million tonnes) 63.4 47.9 85.2 78.1 81.8 97.0 82.7 Yield (tonnes per hectare) 1.3 0.9 1.9 1.9 2.0 2.3 2.1 Source: Federal State Statistics Service of Russia, Ministry of Agriculture, APK Inform

Wheat accounts for the dominant portion of Russian cereal exports. In general, export volumes have been rising since 2003, with 2009 constituting the exception reaching 17.5 million tonnes, a small decline from 18.4 million tonnes in 2008. Major export markets are Egypt, India and Turkey. Currently, trade is heavily restricted by the export embargo imposed in August 2010. In general, grain yields have increased slightly over the last decade. However, in 2009 wheat yields fell to 2.1 tonnes per hectare, down from 2.3 tonnes per hectare in 2008.35 Growth has been hampered by weak agricultural planning but mostly due to limited access to financing. A lack of working capital results in a lack of fertilisers and machinery as well as delays in agricultural farming procedures, which further lower productivity levels. Oilseed production totalled 8 million tonnes in 2009, down slightly from 2008. Russian oilseed production is dominated by sunflowerseed. Both in Russia and Ukraine, sunflowerseed has historically been the default choice of cash-strapped producers, due to its low input costs and consistently strong profits. However, producers in this region may be beginning to comprehend the benefits of additional investments in sunflower production. Even as both countries begin to rise from severe recessions, the use and imports of hybrid seed is increasing rapidly. The Russian economy in particular appears to be recovering more quickly than expected and the Government has guaranteed more generous farm subsidies in the future.36 Russia is one of the largest sunflowerseed producers in the world, in close competition with Ukraine and the European Union. Production in 2009 totalled 6.4 million tonnes, 21 percent of global output, representing a decline of 13 percent compared to prior year, in line with global development. Yields were probably affected by farmers‟ financial constraints and reduced investments in seeds and agrochemical.37 Harvest area and yields are expected to increase in the next year to come. Russia has further increased its rapeseed production significantly in recent years. Price Since 2001, the Russian Government has occasionally used the Federal Grain Fund to intervene in the grain market in order to suppress excess price volatility. It issues statements regarding harvest results and the level of stocks and occasionally also engages in buying or selling grain in order to stabilise grain prices. The government grain traders are mostly active in the central Black Earth region and southern Russia, where access to export markets tends to press prices higher.38

33 The Company 34 USDA, Global Crop Production Review, 2009 35 USDA, Foreign Agricultural Service, Grain: World Markets and Trade, July 2010 36 USDA, Economic Research Service, Oil Crops Outlook, May 2010 37 USDA, Foreign Agricultural Service, Russia: Oilseeds and Products Annual 2009 38 The Company

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Russian export ban has caused world market grain prices to rally. However, Russian farmers may not reap those benefits, but are forced to sell at lower prices in the domestic market. Below, prices of commodities in Russia are depicted (RUB per tonne).

Commodity 2005 2006 2007 2008 2009 Aug 2010

Winter wheat, class 3 3,510 3,723 4,817 7,226 4,366 6,580 Feed barley 2,675 2,850 4,096 5,344 2,699 4,256 Feed maize 2,699 3,195 4,497 6,537 3,570 5,856 Sunflower 6,485 5,054 7,710 15,689 7,155 12,134 Source: APK inform, Ministry of Agriculture

Agricultural sector in Ukraine With its mild climate and rich soil covering large parts of the country, Ukraine has favourable conditions for agricultural production. Its agricultural land comprises 42 million hectares, of which 32 million hectares are arable, representing roughly 70 percent of the total area of the country. The Ukrainian land used for growing cereal has remained largely constant at around twelve to 15 million hectares during the last two decades, of which wheat comprises around half of the harvested area. In addition to cereals, other crops such as sunflower, potatoes and sugar beet are also widely grown throughout the country. Main export grains are barley and wheat. As a result of the slow pace of government reform, the decline in Ukrainian agriculture was longer and more pronounced than elsewhere in the former Soviet Union. Ukrainian law still prevents the use of farming land as security for financing. As a result, Ukrainian farms usually find it difficult and expensive to finance investments in new equipment and machinery. The USDA estimates that Ukrainian grain production decreased by 50 percent over the period 1990 to 2000, while fertiliser use fell by 85 percent. However, agricultural production is still an important sector of the Ukrainian economy according to the International Monetary Fund (IMF), accounting for 6.5 percent of its GDP in 2009, down from 13 percent in 2002 (figures include forestry and hunting). At the beginning of 2007, the Ukrainian Ministry of Agriculture announced its Countryside Development Programme, which foresees the duplication of farming exports in 2005 to 2015, alongside a 60 percent increase in the total volume of agricultural production. Ukraine became a member of the World Trade Organization (WTO) in May 2008. Ukraine agreed to apply export licensing requirements and other export regulating measures in conformity with WTO rules after the accession and also signed the WTO Agreement on Agriculture, which limits the use of export restrictions. Upon accession Ukraine reduced its export duties on certain products, including oilseeds.39

Ukrainian grain and oilseed market Volume A large area of Ukraine lies within the Black Earth region. On average, grain farms are slightly more productive in Ukraine than in Russia due to more favourable climate and soil conditions. The absence of an organised domestic cereal market and restrictions on the legal transfer of farmland severely limits the access of small and medium-sized agricultural enterprises to financial resources and, as a result, acts as a further constraint on yield improvement and the expansion necessary for the exploitation of economies of scale. The Ukrainian grain market is fragmented, with several thousand players engaged in growing crops, without any company holding more than one and a half percent of the total arable land of the country.40

39 USDA, Foreign Agricultural Service, Ukraine: Oilseeds and Products Annual 2009 40 The Company

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The table below summarises major trends in Ukrainian cereal production between 1995 and 2010E.

Ukraine 1995 1998 2001 2004 2007 2009 2010E

Grains and oilseeds under cultivation 14.2 13.7 15.6 15.4 15.1 15.5 14.8 (million hectares)

Grain production (million tonnes) 33.9 26.5 39.7 41.8 29.3 46.0 42.2 Yield (tonnes per hectare) 2.4 2.1 2.7 2.7 2.2 3.0 2.8 Source: State Statistics Committee of Ukraine

In Ukraine, wheat production for 2009 was down 19 percent from the previous year‟s exceptional crop, totalling 21 million tonnes. Abnormal weather conditions including the driest April in at least 32 years with periodic freeze observed in southern Ukraine made growing conditions unfavourable. Coarse grain production in Ukraine was down eight percent, reaching 24 million tonnes. Of Ukraine‟s oilseed production sunflowerseed comprised the majority at approximate equivalence with Russia, 6.5 million tonnes in 2009. The USDA expects Russia and Ukraine to collectively provide nearly half of the global output growth of sunflowerseed in 2010.41 Ukraine further represents a dominant exporting nation of all major oilseeds.42 Price The Ukrainian Government occasionally intervenes in the agricultural products market by setting minimum and maximum prices for the most common types of crops, such as wheat, rye, sunflower and corn, maintaining the State Food Reserve and controlling exports via licensing requirements and quotas. In 2007, the Ukrainian Agricultural Fund bought 425,000 tonnes of wheat and rye. Nevertheless, the Group estimates that, despite the Agricultural Fund‟s actions, Ukrainian grain prices largely follow the world market. With a significant change in market conditions, the Ukrainian Government has changed its policies from curbing domestic sunflower oil prices with export restrictions to price support for sunflowerseed growers. Some sunflower oil producers faced losses due to export restrictions imposed by the Ukrainian Government in the 2007/2008 marketing year.43

Average prices in Ukraine for commodities are depicted in the table below (UAH per tonne).

Commodity 2004 2005 2006 2007 2008 2009 Aug 2010

Winter wheat, class 3 966 659 744 1,063 1,314 1,215 1,602 Feed barley 566 587 606 998 1,023 811 1,350 Feed maize 643 374 603 969 1,041 1,003 1,400 Sunflower 1,466 1,370 1,170 2,040 3,178 2,268 3,400 Source: APK Inform

Global dairy market Volume According to the USDA, worldwide milk production44 reached 432 million tonnes in 2009, representing only a small downward shift compared to 2008. In line with recent years, the European Union remains the world‟s foremost milk producing region, rendering 31 percent of global output, followed by the United States.45 Price

41 USDA, Economic Research Service, Oil Crops Outlook, May 2010 42 USDA, Foreign Agricultural Service, Oilseeds: World Markets and Trade, July 2010 43 USDA, Foreign Agricultural Service, Ukraine: Oilseeds and Products Annual 2009 44 Note: refers to cows milk 45 USDA PSD Online, July 2010

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Since the peak in 2007, international dairy product prices more than halved until the beginning of 2009. However, in late 2009 and the beginning of 2010, global dairy prices have shown a remarkable rebound since the downturn wake of the global recession. The sharp recovery may suggest that import demand is staging a comeback. Simultaneously, available exportable supplies are likely to remain limited as domestic milk output in the United States and the European Union is forecast to decline in 2010, while the 2009/2010 milk production outlook in Oceania is mixed. In the European Union, milk output is estimated to increase marginally in 2010 as producers recover from low prices. There is an ongoing debate regarding the extension of milk production quotas. At present, however, the proposal to end milk production quotas by 2015 prevails. Globally, prospects are for continuous improved demand for dairy products in 2011 driven by economic recovery, but only slight price increases limited by higher milk production.46

Regional dairy markets Following a significant drop during 2008 and the first half of 2009, regional milk prices have gradually been recovering ever since. Growth has been driven by the European Union milk powder price, generally the predecessor to local prices lagging typically by a few months. The recently ceased price growth of the European Union milk powder price implies that currently prevailing levels on regional milk prices may stay flat until further increases in international milk price levels are induced.

The table below summarises milk production in Estonia.

Estonia 2003 2004 2005 2006 2007 2008 2009

Total production of raw 612 652 670 692 692 694 671 milk (thousand tonnes)

Average purchasing price 0.18 0.25 0.25 0.24 0.27 0.30 0.21 of raw milk (EUR per kg)

Milk yield (tonnes per cow) 5.2 5.5 5.9 6.3 6.5 6.8 6.8 Source: Statistics Estonia, Estonian Ministry of Agriculture

The table below summarises milk production in Russia.

Russia 2003 2004 2005 2006 2007 2008 2009

Total production of raw 33,316 31,861 31,070 31,339 31,988 32,363 32,570 milk (thousand tonnes)

Average purchasing price 4.89 5.82 6.68 7.21 8.41 11.02 10.41 of raw milk (RUB per kg)

Milk yield (tonnes per cow) 3.0 3.1 3.3 3.4 3.4 5.3 3.6 Source: Federal State Statistics Service of Russia, Ministry of Agriculture of Russia

46 USDA, Economic Research Service, Livestock, Dairy, & Poultry Outlook, May 2010

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Business of Trigon Agri This chapter presents an overview of Trigon Agri. The section includes the Company’s strategy, history and main activities. Overview Trigon Agri is an integrated soft commodities producer, storage provider and trader. Its operations are carried out in Ukraine, Russia and Estonia and comprise commercial cereal and dairy farms, elevator storage facilities as well as cereal sales and trading operations. The Group was established in May 2006, by the investment and operational management company Trigon Capital (see "Relationship with Trigon Capital and Trigon Advisors – Advisory Agreement with Trigon Advisors" for more information), to invest in the agricultural sectors of Ukraine, Russia and Estonia. As at 30 June 2010, Trigon Agri had 170,065 hectares of land under control47 in Ukraine, Russia and Estonia, of which 97 percent is located in the Black Earth region of Ukraine and Russia for the purposes of cereal production. The Group collected its first harvest in 2007 from approximately 27,000 hectares of land, out of which approximately 22,600 hectares were located in the Group‟s Kharkov cluster, Ukraine. Today, the farming operations are organised in seven production clusters comprising five cereal production clusters in the Black Earth region of Ukraine and Russia, totalling approximately 165,000 hectares, and two milk production clusters in Estonia and the St Petersburg region of Russia, totalling approximately 5,000 hectares. The selection of locating cereal farming operations in the Black Earth region of Russia and Ukraine is due to this region‟s soil fertility, which provides for some of the lowest production costs for grains and oilseeds globally and relatively low investment cost for acquiring or leasing land. The Management believes in acquiring or leasing land that is contiguously located in large blocks next to required transportation and storage infrastructure, which allows for taking the land into production at lowest possible operational costs. By introducing modern production technology, the Management believes that the Group has the ability to significantly increase efficiency and productivity of the acquired former collective farms. The Group‟s farms are clustered close to major population centres of Kharkov and Kirovograd in the Black Earth region of Ukraine, Penza, Samara and Stavropol in southern Russia and St Petersburg in north western Russia. The proximity to urban areas, storage facilities and transport networks facilitates logistics, transport as well as access to qualified personnel. Additionally, as part of its operating strategy, the Group‟s Management has intentionally located its cereal production clusters at large distances from each other, in order to achieve weather hedge through diversification of the geographic areas of operation. The Group‟s milk production operations are located in Estonia and the St Petersburg region of Russia. The choice of location is partly due to favourable regional climate, but more particularly due to the Management‟s belief in a local growing demand for raw milk in the St Petersburg region. The Management further believes Estonia to be an advantageous location for dairy farming compared to other European Union member states, given the large scale of milk production farms in Estonia, allowing for economies of scale, relatively low cost of farmland and low wages in the agricultural sector of the country. The Group will harvest a cereal harvest area of approximately 85,000 hectares in 2010. According to the 2010 crop plan, the total area under wheat comprises 41 percent, compared to 48 percent in 2009. Meanwhile, the total area under oilseeds has increased from 21 percent in 2009 to 47 percent in 2010. The shift towards increased oilseed harvest was intentionally carried out in the beginning of 2010 due to the Management‟s view of higher expected profitability for oilseeds in 2010. Further, in order to better diversify its operations and strengthen the weather hedge, the Management has allocated production areas more evenly across the Group‟s five cereal production clusters in 2010 (compared to 2009). In cereal production, the current focus of the Group is on enhancing efficiency and lowering production costs on currently controlled land and not to significantly expand the land portfolio in near-term future. After the current land bank is taken into full use, the Group will aim to increase cereal production in every location with the aim of reaching above 80,000 hectares in each region of operation. The Management deems this size to be optimal in terms of realising available economies of scale. Simultaneously, the Group will aim to increase its elevator storage capacity in each respective region of operation with the ultimate goal of reaching a ratio of four tonnes of elevator storage capacity for each hectare under cultivation. The Group will also continue to expand its cereal sales and trading activities, relying primarily on transactions where the Group‟s own production is sold together with third-party crops so as to reach better pricing in larger transactions and to capture the margin available in consolidation of third-party crops from smaller regional operators.

47 See “Risk factors – Risks relating to the Group” for more information

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The Group does not plan to expand its milk production operations and the focus of the Management is on improving the efficiency and profitability of its existing large-scale dairy farms in Estonia and the St Petersburg region of Russia.

Vision Trigon Agri‟s vision is to be the most cost efficient integrated commodities operator, from land acquisitions to grain trading, globally using sustainable farming methods. Strategy The Group‟s overall business strategy covers every value-added activity from the acquisition of agricultural land and former collective farms in Russia, Ukraine and Estonia, subsequent introduction of modern technology and experienced farm management, as well as follow-on storage, sales and trading activities with the purpose of maximising prices achieved for the Group‟s commodities. The business strategy of the Group is depicted below.

The Group‟s overall business strategy can be summarised as follows.

Focus on large-scale farming clusters The Group acquires farming operations and agricultural land within small geographical areas (building up land concentration around grain storage capacity within a geographical radius of up to approximately 75 kilometres) with an aim to form large cereal farming clusters of more than 80,000 hectares, a size which justifies significant investment and realises managerial efficiency.

Acquire land next to road, rail and storage infrastructure The Group only acquires land which has access to the required road, rail and storage infrastructure, generally more available in areas next to population centres.

Set up operations next to regional population centres The Group builds its clusters in vicinity to regional population centres which, in addition to offering more developed production infrastructure, facilitates recruitment and retention of high quality employees for cluster level management.

Use primarily highest capacity Western manufactured machinery The Group focuses on using primarily highest capacity Western manufactured machinery, which allows for high efficiency in operations.

Use Russian language speaking management teams The Group uses local management teams together with primarily Estonian co-managers. The Estonian co-managers are Western trained but speak fluent Russian and understand the post-Soviet mindset. This enables the Group to quickly implement technological and operational changes required under modern production standards.

Selectively implementing international best practice The Group works closely with leading global agronomic advisors and technology providers to pick and choose approaches best suited for its own regional climate, soil and manpower. New technologies are first tested and tried on the Group‟s test-fields prior to being implemented in large scale on a Group-wide basis.

Acquire or build own elevator storage capacity The Group only sets up operations where it can either acquire or build its own elevator storage capacity, strengthening the independence of regional traders and storage providers.

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Develop integrated commodities production, storage and trading operations On the basis of its production and storage operations the Group has developed its own trading operations. This allows for maximisation of sales prices for the Group‟s produce and for capturing available trading margins from consolidating crop from small regional farmers which do not have access to distribution channels.

Setting up production clusters in geographically diversified areas allowing for weather hedge The Group has set up its production clusters at large distances from each other, allowing for hedging against regional weather conditions and providing for a better Group level predictability of cash flows.

Expansion of agricultural land portfolio in the Black Earth region The Group continues to build up its cereal farming land portfolio in the Black Earth region of Russia and Ukraine, areas known for the very high fertility of the soil and allowing for production of grains and oilseeds at some of the lowest production costs available globally. Competitive strengths The Management believes that the Group‟s main competitive strengths are:

High-quality land portfolio All of the Group‟s land area for cereal production is located in the Black Earth region, offering some of the lowest production costs of grains and oilseeds globally.

Optimal geographic location with access to required infrastructure and personnel The Group‟s production clusters are contiguous and compact, allowing for low production logistics costs, and are located close to regional population centres providing access to required infrastructure and personnel.

Some of the lowest production costs in its region Due to high potential for economies of scale from land concentration and high-capacity Western manufactured machinery, the Group obtains some of the lowest production costs in the Black Earth region where many competitors are substantially smaller in size and rely on out-dated Soviet-era machinery.

Efficient application of modern agricultural know-how in the former Soviet Union setting The Western training and Russian language skills of its key management in combination with their knowledge of the post-Soviet environment allows the Group to implement modern agricultural know-how efficiently in the former Soviet Union setting.

Integrated business model with access to grain elevators and trading expertise The Group either already owns or is in the process of building its own elevator storage facilities at each cluster which strengthens independence of regional traders and storage providers. The Group‟s sales and trading business allows the Group to obtain best available prices for its commodities through the execution of deliveries both domestically as well as to export markets. Further, it allows the Group to combine its own goods with third-party commodities thereby increasing sale volumes and average prices achieved. Goals The Company has formulated a comprehensive goal and a set of five-year goals.

Comprehensive goal Trigon Agri as a commodity producer is a price taker and, thus, revenues are highly dependent on market prices for the commodities it produces. Although the Group can to some extent manage its revenues through choosing the timing for the sale of its commodities (the Group owns elevator storage capacity which allows it to store its produce over longer time periods), the main operational focus of the Group is on cost management. Therefore, the Group‟s operational goal is to produce its commodities at the lowest possible price per tonne. This is planned to be achieved through continuous improvements of the efficiency in its production operations.

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Five-year goals Trigon Agri‟s five-year goals are described below. Increase land under control from 170,000 hectares to 300,000 hectares Increase harvest from 82,000 hectares to 200,000 hectares Maximise efficiency of production sites below 7 employees per 1,000 hectares for area under production Expand elevator storage capacity from 322,000 tonnes to 662,000 tonnes Expand trading volumes with a similar growth rate as own production Release capital from milk production by divesting or spinning off the activities

History Trigon Agri was established in May 2006 by the asset management company Trigon Capital (see "Relationship with Trigon Capital and Trigon Advisors – Advisory Agreement with Trigon Advisors"). The initially committed start-up capital of EUR 20 million was raised from Trigon Capital and primarily Finnish high net worth individuals. Trigon Capital remains a minority shareholder in the Group while its wholly-owned subsidiary Trigon Agri Advisors provides management services to the Group. With the start-up capital raised, the Group made its first investments in farming companies in 2006 by acquiring cereal farming operations in eastern Ukraine nearby the city of Kharkov. The acquisitions marked the establishment of the first production cluster of the Group. The Group‟s dairy farms were acquired during the second half of 2006. Since the St Petersburg farm was of greenfield character, commercial milk production did not start until April 2008. On 17 May 2007, Trigon Agri completed a private placing of shares to institutional investors and high net worth individuals in several European Union member states and in the United States securing approximately EUR 50 million, before issue costs. Following the private placing, the Group‟s shares were listed on the NASDAQ OMX First North alternative stock exchange in Stockholm on 18 May 2007. With the capital raised in 2007, the Group continued the expansion of its cereal farming in Kharkov and made the first investments into railroad connected large storage facilities (elevators) pursuing its strategy of building an integrated production, storage and trading operation. During the first quarter of 2008, the Group also established a second production cluster nearby the city of Kirovograd in Ukraine, and two further clusters nearby the cities of Samara and Penza in Russia. After the set up of operations in three additional cereal production clusters in the Black Earth region, the Group had by the middle of 2008 established a strong platform for cereal production, storage and trading throughout the Black Earth regions of Ukraine and Russia. On 7 April 2008, Trigon Agri entered into an agreement with Ramburs Group, a leading Ukrainian commodities trading group, for the establishment of the joint venture company Ramburs Trigon. The joint venture handled sales and trading activities as well as the management of the cereal storage operations of the Group. On 6 May 2008, Trigon Agri completed a further follow-on capital raising of EUR 105 million to fund the expansion of its operations in the Black Earth regions of Ukraine and Russia. The funds raised from the placing were intended for financing investment programmes in the existing production clusters. In late 2009, the Group acquired the fifth operational cereal cluster in Stavropol, Russia, expected to add another 15,312 hectares of harvest in 2010. Additionally, the Group acquired a brownfield elevator site next to its farming operations in the Penza region and increased its freehold ownership of land in Russia to 80,276 hectares. In December 2009, the Group signed an agreement to acquire a brownfield elevator next to its farming operations in the Stavropol region, with the transaction expected to close during the fourth quarter of 2010. During the summer of 2010, there was a severe drought in Russia, which influenced primarily the Penza and Samara production regions of the Group. In August 2010, the Group acquired the minority share of Ramburs Trigon, thereby fully taking over the operations of its sales and trading joint venture.

Operations The operations of the Group comprise cereal farming in the Black Earth region of Ukraine and Russia as well as milk production in Estonia and in the St Petersburg region of Russia. The cause for locating the management of the Company in Estonia is twofold. One reason is that Trigon Capital (see "Relationship with Trigon Capital and Trigon Advisors – Advisory Agreement with Trigon Advisors" for more information) is based in Estonia, and another cause is the significant importance that the Management puts on

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ensuring that agricultural experts speak fluent Russian and English as well as comprehend the business environment in the former Soviet Union. All Group companies are directly or indirectly wholly-owned by the Company.

Cereal production operations The Group‟s cereal farming operations comprise 165,283 hectares of land located in five clusters in the Black Earth region of Russia and Ukraine. The selection of land is due to the area‟s superior soil fertility and climatic conditions. The Group pursues an integrated business model including land acquisition, modernisation for large-scale cereal farming, as well as grain storage and trading. The Group‟s farms are clustered in the Black Earth region close to the major population centres of Kharkov and Kirovograd in Ukraine, Penza, Samara and Stavropol in Russia.

St Petersburg Estonia 1,200 ha 3,400 ha

Samara 44,600 ha Penza 36,200 ha

Kharkov 27,500 ha

Kirovograd 20,500 ha Stavropol 36,400 ha

Trigon Cereals Trigon Dairy

Note: Cluster areas excluding additional elevator land areas.

Land acquisition The Group builds up its production operations through the acquisition of land freeholds or long-term leaseholds from private individuals who have acquired the rights to the land through the privatisation process of the former Soviet large-scale collective farms. Acquired properties are located at vicinity to a small number of preselected areas close to major population centres, storage facilities and transport networks. Significant investments are carried out following the acquisitions in order to enhance production standards of the farming operations. In regards to the starting base of production operations, the Group‟s production yields are significantly influenced by the fact that new land taken into operations has typically poor quality of nutrients and high level of weeds, which hold back yields. Such low level of nutrients and infestation with weeds has been caused by the former operators on the land due to lack of access to financial resources to buy required inputs such as fertilisers and basic agrochemicals. When the Group succeeds such land areas it typically lingers around three to four years to regain the yield to normal level of operations as nutrient content is built up and weed level is reduced. The fact that new areas typically show very low productivity during the first year of operations implies that average production yields are reduced as the share of land in early stage production increases. Modernising for large-scale cereal farming operations For cereal farming, Trigon Agri focuses on previously cultivated land in the Black Earth region because of its highly fertile soil and the availability of fertile farmland at a relatively low cost compared to other farming regions in the world. The Group introduces modern production technology and farming methods in order to achieve maximum productivity and efficiency in the acquired cereal farming operations. The Group targets to seed winter crops and spring crops at approximate equal proportion, in order to exploit the different seeding periods (autumn and spring), allowing for a more efficient use of personnel and machinery.

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Dependence on weather conditions In regards to weather conditions, the Group‟s production yields are influenced primarily by the level of rainfall during the main vegetative period, which in the Group‟s regions of operations lasts from April to July each year. Since the launch of operations of the Group, weather patterns have varied significantly over the years across each of the cluster of operation. However, despite the volatility, on a like-for-like rainfall comparison across the years of operations the Group has been able to clearly demonstrate improvements in underlying production yields achieved through application of modern farming techniques. Furthermore, even though the weather has been volatile and is likely to remain so going forward, the Group benefits from having established production clusters located in different regions across the Black Earth region, which all tend to show different weather patterns from year to year.

The table below shows the level of rainfall in each of the Group‟s production clusters from 2007 to 2010.

Average precipitation 2010 2009 2008 2007 April-July (millimetres) Kharkov 141 167 241 176 Kirovograd 255 192 248 104 Samara 60 76 207 191 Penza 26 240 311 232 Stavropol 309 87 187 62 Source: Ukraine, Russia weather stations The Group fully relies on rainfall and does not use any irrigated land. Therefore, it is not affected by potential issues in relation to water access other than the regional climatic risks in regards to precipitation in each respective production year. Compliance with environmental standards The Group‟s milk production operations in Estonia are subject to European Union environmental rules. All the Group‟s production activities in Estonia are in compliance with the European Union environmental requirements for dairy farming. The environmental standards for milk production in Russia are less developed than in the European Union. Nevertheless, the Group‟s milk production facilities in its St Petersburg cluster have been built in accordance with the norms applicable in the European Union countries and have the readiness to correspond to the same requirements which are applicable in the European Union, should the Russian legislation change in such a way that this would be required.

Cereal storage operations The Group‟s strategy is to secure that each cluster has sufficient elevator capacity to enable the Group to dry all the in-house produced grain after it has been harvested and to store it until the crops can be sold at a premium price. This implies reaching a ratio of four tonnes of elevator storage capacity for each hectare under cultivation. Currently the Group has sufficient capacity in its Kirovograd cluster to fulfil the four-tonne criteria. The Group aims to build additional storage capacity over time in Kharkov and in its Russian production locations. The business rationale for owning storage capacity derives from market dynamics implying that prices are normally depressed during the month after harvesting and start recovering thereafter. Storage elevators are also essential in order to avoid the additional transaction cost caused by middlemen, who buy the harvest from farmers with no access to storage capacities. By storing its grain in an elevator for two to six months before sale Trigon Agri can increase revenues. Since prices offered for large volumes typically stand at a premium to smaller transactions, dry storage capacity further enables the Group to consolidate larger volumes of grain and sell it at highest possible price. In addition to elevator storage, the Group has procured sufficient intermediate farm-based storage facilities in all of its Ukrainian production clusters and in the Penza cluster covering the Group produce for storage of the grain for one to four weeks before transportation to the elevator. Intermediate storage facilities allow for higher efficiency during harvest season as fewer trucks are required for immediate grain transportation. In turn, this enables greater flexibility in the Group‟s use of transportation resources and the utilisation of the intake capabilities of its existing storage elevators. The geographic locations of the Group‟s elevator capacity as well as the expansion potential are provided below.

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Penza Kharkov Brown-field site Existing capacity: 50,000 t with expansion Additional expansion potential: 100,000 t potential: 100,000 t

Stavropol Kirovograd Brown-field site Existing capacity: 272,200 t with expansion Additional expansion potential: 100,000 t capacity: 40,000 t

Cereal sales and trading operations The sales and trading operations of the Group were launched in July 2008 through the establishment of a joint venture with a leading independent local trading group in Ukraine, the Ramburs Group. At launch the joint venture was owned 51 percent by the Group and 49 percent by the joint venture partner. In accordance with the original agreements the remaining 49 percent was acquired by the Group in August 2010, resulting in a 100-percent ownership of the Group‟s sales and trading business. The sales and trading activities of the Group focus on selling the Group‟s own commodities on a fixed commission basis. Additionally, they engage in third-party trading primarily for transactions where commodity is collected from small regional farmers to the Group‟s elevators and then sold on in larger volumes with the Group‟s own commodities to either large domestic clients or to export markets. As transactions with larger commodity volumes are typically concluded at a higher average price per tonne than smaller deals, the Group is able to collect a higher margin. The Group‟s trading operations only work with physical trading activities and do not involve active trade financial instruments such as commodity derivatives.

Land portfolio As at 30 June 2010, Trigon Agri had 170,065 hectares of land under control48 in Russia, Ukraine and Estonia, including 145,507 hectares in registered ownership and leaseholds. The land acquisition process in the Black Earth region is complicated, involves significant risk and can take anywhere from six to 24 months. The Group has made good progress in securing land tenure in all of its areas of operations by converting land under control to fully registered freehold or registered leasehold. Out of the total land area under control 165,283 hectares were located in the Black Earth regions of Ukraine and Russia. The development of the Group‟s land is given in the table below.

48 See “Risk factors – Risks relating to the Group” for more information

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UKRAINE Land under control (hectares) 30.06.2010 31.12.2009 31.12.2008 31.12.2007 Land in ownership 0 0 0 0 Land under rental agreements 48,112 48,147 43,848 13,848 Land in ownership acquisition process 0 0 0 0 Land in rental agreement acquisition process 0 0 3,000 8,810 Total Ukraine 48,112 48,147 46,848 22,658 RUSSIA Land under control (hectares) 30.06.2010 31.12.2009 31.12.2008 31.12.2007 Land in ownership 89,191 80,276 20,260 1,127 Land under rental agreements 4,765 4,765 17,837 0 Land in ownership acquisition process 24,464 33,379 56,000 0 Land in rental agreement acquisition process 0 0 0 0 Total Russia 118,420 118,419 94,097 1,127 ESTONIA Land under control (hectares) 30.06.2010 31.12.2009 31.12.2008 31.12.2007 Land in ownership* 2,398 2,020 1,832 1,701 Land under rental agreements 1,135 1,420 1,452 1,329 Land in ownership acquisition process 0 0 0 0 Land in rental agreement acquisition process 0 0 0 0 Total Estonia 3,533 3,439 3,284 3,030 TOTAL Land under control (hectares) 30.06.2010 31.12.2009 31.12.2008 31.12.2007 Land in ownership* 91589 82,295 22,092 2,828 Land under rental agreements 54,012 54,331 63,137 15,177 Land in ownership acquisition process 24,464 33,378 56,000 0 Land in rental agreement acquisition process 0 0 3,000 8,810 Total 170,065 170,005 144,229 26,815 *Note: Including usufruct (land and privatisation) agreements in Estonia See “Risk factors – Risks relating to the Group” for more information regarding the definition of „land under control‟

Elevators 30.06.2010 31.12.2009 31.12.2008 31.12.2007 Number of elevators 5 5 5 2 Capacity (tonnes) 322,200 322,200 322,200 50,000

Operational review of cereal production The Group completed its first cereal harvest in 2007 from a total area of 22,658 hectares. Since then, the harvested area has been significantly increasing each year with a harvest in 2010 expected from a total area of 84,585 hectares. The average yield achieved by the Group on the farmed land areas has gradually been increasing throughout the years of operations. Yields have primarily been influenced by two main factors: (i) the production operation base in the new areas taken into cultivation, (ii) the weather conditions. The Group completed its 2009 harvest on 8 November 2009, whereas the total area harvested under commercial crops constituted 81,774 hectares (64,414 hectares in 2008), representing an annual increase of 27 percent. The total gross harvest increased to 195,460 tonnes from 180,907 tonnes in 2008. The total harvest was lower than expected due to drought conditions prevailing in three out of the Group‟s four cereal production clusters. The year 2008 was characterised by significant expansion of the cereal farming activities through the set up of three new production clusters in Kirovograd, Samara and Penza. Total area under cereal crops was 64,414 hectares compared to 22,658 hectares in 2007. Meanwhile, the total gross harvest in 2008, representing 180,907 tonnes, grew by 220 percent compared to the respective 2007 figure of 56,607 tonnes. In 2008, productivity in the Group‟s Kharkov cluster, the only cluster where crop preparation was fully controlled by the Group, was well in line with the Group‟s targeted productivity improvement plan. In 2010 the Group will collect a total harvest from 84,585 hectares. As of November 8, 2010, 83,940 hectares were harvested leaving 645 hectares to be harvested over rest of November. The reason for later completion of harvesting in 2010 as compared to 2009 was rainy weather conditions which delayed field works. As of November 8, 2010 the Group had seeded 11,000 hectares of winter rapeseeds for the 2011 harvest. Out of the area sown, 64 percent had germinated and was in good condition while 36 percent had experienced exceptionally low rainfall during seeding and in the Management‟s estimate as of November 8, 2010 needs to be reseeded with other crops in spring 2011. As of November 8, 2010 the Group had seeded close to 35,000 hectares of winter wheat for the 2011 harvest. Out of the area sown, 97.4 percent was in

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good or satisfactory condition while 2.6 percent had experienced late germination. The area which experienced late germination remains under Management‟s supervision and in case the crops do not show enough strength by spring will be reseeded with other spring crops. The tables below represent an overview of the total harvested area and average yields of the Group for each main crop by years of operations.

Group harvested area and yield, 2007–2010E Harvested area (hectares) Average yield (tonnes/hectare) Crop 2010E 2009 2008 2007 2010E 2009 2008 2007 Winter wheat 32,828 32,348 18,307 7,212 2.69 2.72 3.82 2.95 Spring wheat 1,814 6,644 6,712 n/h 0.61 0.95 1.31 n/h Winter barley 2,620 4,695 1,445 n/h 2.87 3.40 3.29 n/h Spring barley 2,735 10,804 6,720 4,650 2.67 2.24 3.25 1.44 Sunflower* 29,082 13,039 10,733 2,937 1,53 1.80 1.58 2.52 Corn* 3,379 3,336 5,806 2,883 4,29 6.12 5.32 5.26 Soya* 8,687 2,030 1,004 n/h 1.07 1.44 1.27 n/h Rapeseed 2,000 1,706 2,132 n/h 2.05 1.55 1.75 n/h Other grain 1,439 7,172 11,555 4,976 0.76 1.63 1.96 1.22 Total cereals 84,585 81,774 64,414 22,658 2.10 2.39 2.81 2.50 n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010

Operational clusters The cereal production operations of the Group are clustered in five production regions including Kharkov and Kirovograd in the Black Earth region of Ukraine and Penza, Samara and Stavropol in the Black Earth region of Russia. The first harvest of the Group was collected in Kharkov in 2007, in Kirovograd, Penza and Samara in 2008 and in Stavropol in 2010. The table below shows the historical development of harvested areas for each respective cluster.

Harvested area (hectares) 2010* 2009 2008 2007 Kharkov 24,105 25,166 22,924 22,658 Kirovograd 18,575 18,023 12,982 n/h Samara 14,881 33,068 24,542 n/h Penza 11,712 5,517 3,966 n/h Stavropol 15,312 n/h n/h n/h Total 84,585 81,774 64,414 22,658 n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010

Kharkov (Ukraine) The acquisition of farming assets in Kharkov cluster was initiated in 2006 with the first harvest collected in 2007. All land controlled by the Group in Kharkov cluster is leased, as required by Ukrainian law, on long-term leases from local private individuals. The Kharkov cluster currently comprises 27,480 hectares of land within a radius of 60 to 70 kilometres from the city of Kharkov, Ukraine. The cluster comprises two storage elevators owned by the Group next to the Group‟s fields with a combined storage capacity of 50,000 tonnes and with expansion potential of an additional 100,000 tonnes. This allows for taking the total elevator storage capacity in the cluster to 150,000 tonnes. Both elevators are connected to the Ukrainian railroad network enabling efficient transportation of the Group‟s produce. In 2009, a total of 25,166 hectares were harvested. Although suffering from drought, the average production yield reached 3.36 tonnes per hectare, a significant improvement compared to the similar drought year in 2007. Compared to 2008, when productivity results were in line with targets, the yield decreased by 26 percent. In 2008, 22,924 hectares were harvested, compared to 22,658 hectares in 2007.

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In 2010, 24,105 hectares will be harvested, expected to render a total harvest of 57,025 tonnes. The composition of the harvested area between crops has varied during the years of operations depending on the Management‟s views on the needs for crop rotation and on the expected profitability for each crop. For future years the cluster will continue growing the five main crops of the Group: winter wheat, winter rapeseed, sunflower, corn and soya. However, the respective proportions of each crop will continue to vary over time. The Kharkov cluster is the Group‟s most advanced cluster in terms of operational set up. The Group also uses the Kharkov cluster as a model cluster for the development of other production locations. Best practice is shared by rotating key specialists from other production clusters of the Group to Kharkov in order to give them a hands-on experience of application of modern farming techniques.

Harvested area and yield, 2007–2010E Harvested area (hectares) Average yield (tonnes/hectare) Crop 2010E 2009 2008 2007 2010E 2009 2008 2007 Winter wheat 4,693 9,368 7,905 7,212 3.85 4.14 5.66 2.95 Spring wheat n/h n/h n/h n/h n/h n/h n/h n/h Winter barley n/h 290 41 n/h n/h 3.57 5.11 n/h Spring barley 2,736 6,370 4,791 4,650 2.67 2.84 4.09 1.44 Sunflower* 8,323 3,718 3,177 2,937 1.86 2.71 2.74 2.52 Corn* 2,203 1,747 4,166 2,883 2.19 5.78 6.24 5.26 Soya* 5,963 1,878 916 n/h 0,99 1.40 1.30 n/h Rapeseed 186 n/h n/h n/h 3.01 n/h n/h n/h Other grain n/h 1,795 1,928 4,976 n/h 2.19 2.24 1.22 Total cereals 24,105 25,166 22,924 22,658 2.16 3.36 4.57 2.50 n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010

Kirovograd (Ukraine) The acquisition of farming assets in Kirovograd cluster was initiated in 2007 with the first harvest collected in 2008. All land controlled by the Group in Kharkov cluster is leased, as required by Ukrainian law, on long-term leases from local private individuals. The Kirovograd cluster controls 20,540 hectares of land with production operations set up in two land concentrations. The first production concentration is at a distance of 80 kilometres northwest from Kirovograd, Ukraine, with production areas within a ten kilometres radius. The second production concentration is located at a distance of 70 kilometres from a nearby city of Nikolaev, Ukraine, allocated within an area of 35 kilometre radius. The cluster comprises three elevators owned by the Group next to its fields with a combined storage capacity of 272,200 tonnes and with expansion potential of an additional 40,000 tonnes. This allows for a total elevator storage capacity in the region of 312,200 tonnes. All of the three elevators are connected to the Ukrainian railroad network providing an efficient transportation route. During 2009, a total of 18,023 hectares were harvested rendering an average yield of 3.13 tonnes per hectare while suffering from abnormally low precipitation. In 2008, the comparable figure of harvested area was 12,982 hectares, rendering a slightly higher yield of 3.16 tonnes per hectare. Thus in 2009, the Group was able to keep the average yield stable, with increases on corn and soya but decreases on rapeseed, although weather conditions were less favourable during the year. Out of the total land area 18,575 hectares will be harvested in 2010. The total expected gross harvest of the Group in Kirovograd cluster in 2010 is 57,319 tonnes. Similar to Kharkov production area, the crop plan in the cluster consists primarily of the main five crops of the Group and is expected to remain so going forward.

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Harvested area and yield, 2007–2010E Harvested area (hectares) Average yield (tonnes/hectare) Crop 2010E 2009 2008 2007 2010E 2009 2008 2007 Winter wheat 5,288 5,091 4,634 n/h 3.73 3.95 3.52 n/h Spring wheat n/h n/h n/h n/h n/h n/h n/h n/h Winter barley 2,620 4,405 1,404 n/h 2.87 3.39 3.23 n/h Spring barley n/h 471 n/h n/h n/h 3.15 n/h n/h Sunflower* 5,793 4,903 3,050 n/h 2.16 1.61 1.62 n/h Corn* 1,176 1,049 672 n/h 8,21 7.98 5.33 n/h Soya* 1813 237 88 n/h 1.53 1.90 1.02 n/h Rapeseed 1,814 1,706 2,132 n/h 1.95 1.55 1.75 n/h Other grain 72 161 1,002 n/h 0.85 3.19 7.77 n/h Total cereals 18,575 18,023 12,982 n/h 3.00 3.13 3.16 n/h n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010 Samara (Russia) Similarly to Kirovograd, the acquisition of farming assets in Samara cluster was initiated in 2007 with the first harvest collected in 2008. All land used by the Group in Samara cluster is either already owned on freehold basis by the Group or will be converted into freehold ownership by the end of 2010. The Samara cluster controls 44,598 hectares of land in a cluster within a radius of 60 kilometres, at 170 kilometres distance east of Samara, Russia. The Group currently does not own any elevator capacity in the region and uses third-party rented premises for its storage needs. In 2009, a total of 33,068 hectares were harvested, which generated a yield of 1.27 tonnes per hectare. Samara suffered the most extreme weather conditions during 2009, combining low level of rainfall with abnormal heat and, thus, the Group was only able to collect a minimal harvest. The province where the land areas of the Group are located (East from Samara in Orenburg Oblast) had a state of emergency declared by the Russian Ministry of Agriculture, along with several other regions in Russia. Although unfavourable weather conditions, average yield improved by near eight percent in 2009 compared to 2008. The harvested area increased as well, from 24,542 hectares in 2008. In 2010, the total harvested area will correspond to 14,881 hectares. The total expected gross harvest of the Group in Samara cluster in 2010 is 17,408 tonnes. The 2010 harvest of the Group will primarily consist of winter wheat and sunflower, crops which are more resistant to dry weather. The Management has reduced substantially the harvested area in the cluster in 2010 and shifted to more drought resistant crops following very dry weather in 2009. The decision has paid off given that an even more severe drought has followed in 2010. These last two years have been exceptionally dry in the region compared to, for example, 2007 and 2008 as well as the ten-year averages in the region. The Management expects to continue with a smaller cropped area in the region for the immediate future to evaluate the weather conditions going forward.

Harvested area and yield, 2007–2010E Harvested area (hectares) Average yield (tonnes/hectare) Crop 2010E 2009 2008 2007 2010E 2009 2008 2007 Winter wheat 5,515 15,136 3,798 n/h 1.51 1.37 1.38 n/h Spring wheat 1,345 5,639 6,088 n/h 0.57 0.84 1.29 n/h Winter barley n/h n/h n/h n/h n/h n/h n/h n/h Spring barley n/h 3,153 1,759 n/h n/h 1.05 1.16 n/h Sunflower* 6,276 3,686 4,004 n/h 0,90 1.30 0.76 n/h Corn* n/h 540 968 n/h n/h 3.58 1.39 n/h Soya* 378 n/h n/h n/h 0,39 n/h n/h n/h Rapeseed n/h n/h n/h n/h n/h n/h n/h n/h Other grain 1,367 4,914 7,925 n/h 0.76 1.36 1.21 n/h Total cereals 14,881 33,068 24,542 n/h 1.07 1.27 1.18 n/h n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010Penza (Russia)

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As in Kirovograd and Samara, the acquisition of farming assets in Penza cluster was initiated in 2007 with the first harvest collected in 2008. All land used by the Group in Samara cluster is owned on freehold basis by the Group. The Penza cluster controls 36,165 hectares of land in a cluster within a radius of 80 kilometres of the city of Penza, Russia. In 2009, both yield and harvested area supported volume growth, as 5,517 hectares were harvested generating a yield of 2.22 tonnes per hectare. The yield represented a significant improvement compared to 2008, due to operational improvements carried out by the Group in the field. In 2008, crops were produced from 3,966 hectares of harvested area and a yield of 1.54 tonnes per hectare. A further step in the development of the cluster was the acquisition of a brownfield elevator site in June 2009. The acquired site has access to infrastructure connections and is strategically located in the middle of the Group‟s production operations. It allows for the development of a new elevator facility with up to 100,000 tonnes of storage capacity. The project preparations for construction of the new elevator capacity and the renovation of the existing smaller storage facilities have been already initiated by the Group with targeted start of construction of the new facility during 2010 or early 2011. In 2010, 11,712 hectares will be harvested. The average yield is expected at 1.80 tonnes per hectare. While the yield is expected to slightly decrease compared to 2.22 tonnes per hectare in 2009, volumes are expected to increase due to significant growth in harvested area, from 5,517 hectares in 2009. The total expected harvest of the Group in Penza cluster in 2010 is 21,893 tonnes. The cluster has to date been primarily producing winter wheat and sunflower. Going forward the Management will gradually develop the crop plan to cover all main five crops of the Group.

Harvested area and yield, 2007–2010E Harvested area (hectares) Average yield (tonnes/hectare) Crop 2010E 2009 2008 2007 2010E 2009 2008 2007 Winter wheat 7,020 2,753 1,970 n/h 2.24 3.00 1.86 n/h Spring wheat 469 1,005 624 n/h 0.73 1.53 1.54 n/h Winter barley n/h n/h n/h n/h n/h n/h n/h n/h Spring barley n/h 810 170 n/h n/h 1.65 1.41 n/h Sunflower* 3990 732 502 n/h 1.20 0.91 0.56 n/h Corn* n/h n/h n/h n/h n/h n/h n/h n/h Soya* 233 n/h n/h n/h 0,80 n/h n/h n/h Rapeseed n/h n/h n/h n/h n/h n/h n/h n/h Other grain n/h 217 700 n/h n/h 1.96 1.39 n/h Total cereals 11,712 5,517 3,966 n/h 1.80 2.22 1.54 n/h n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010 Stavropol (Russia) The acquisition of a new operational cluster, the Stavropol cluster, was completed by the Group during the second half of 2009. The cluster comprises 36,408 hectares allocated in one contiguous square area allowing for very high operational economies of scale and efficiency of production logistics. The cluster is located in southern Russia around 120 kilometres east from the city of Stavropol and contains some of the most productive soils of the Black Earth region. Out of the total land area of the Stavropol cluster, around 28,000 hectares are targeted for the use of cereal farming, whilst the remaining land area can be cultivated as grassland. In December 2009, in order to develop storage capacity in the region, the Group signed an acquisition agreement for a brownfield elevator site in the Stavropol region in Ipatovo town at twelve kilometres distance from its production area. The site is connected to a well-functioning railroad as well as to other required infrastructure, and is large enough for handling new storage capacity sufficient to cover all future planned harvest of the cluster (more than 100,000 tonnes). The transaction is expected to be closed during the fourth quarter 2010. In 2010, the Group will collect its first harvest in the cluster which is expected to total a gross volume of 35,206 tonnes. The first harvest will consist primarily of winter wheat and sunflower. Going forward, however, similarly to other clusters the Management expects to develop a full five-crop plan for the production region.

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Harvested area and yield, 2010E Harvested area (hectares) Average yield (tonnes/hectare) Crop 2010E 2010E Winter wheat 10,312 2.56 Spring wheat n/h n/h Winter barley n/h n/h Spring barley n/h n/h Sunflower* 4,700 1.28 Corn* n/h n/h Soya* 300 0,80 Rapeseed n/h n/h Other grain n/h n/h Total cereals 15,312 2.13 n/h: no harvest * Late crop figures for 2010 based on estimates as of November 8, 2010 Land portfolio as at 13 September 2010 As at 13 September 2010, the land portfolio of the Group had increased to 170,065 hectares. The growth was due to increased land area in the Estonian cluster of 94 hectares.

Operational review of cereal storage The storage operations of the Group currently comprise five railroad connected storage elevators, all located in Ukraine with a total storage capacity of 322,200 tonnes. Following the acquisition of a brownfield elevator site in the Penza cluster in Russia in June 2009 and the signing of the acquisition agreement of a brownfield elevator site in Stavropol, Russia, in December 2009, the Group plans to build further storage elevator capacity in Russia as well as expand elevator storage capacity in Ukraine by further expanding the existing locations. The storage operations of the Group comprise of inter-group storage operations as well as of services offered to third parties. The storage operations of the Group handled a total of 298,985 tonnes of commodities during 2009, a seven percent increase over the same period last year.

Volumes handled by elevators, tonnes 2009 2008 Vovchanskiy (Kharkov cluster, Ukraine) 45,997 34,915 Kovjagovskoje (Kharkov cluster, Ukraine) 21,846 24,107 Ludmilovskiy (Kirovograd cluster, Ukraine) 61,568 69,311 Novomirgorodsky (Kirovograd cluster, Ukraine) 99,648 104,380 Yavkinskiy (Kirovograd cluster, Ukraine) 69,927 47,134 Total 298,985 279,847

Operational review of cereal sales and trading The total volume of grains sold by the Group in 2009 was 708,000 tonnes, out of which 569,000 tonnes was sold by the sales and trading operations of the Group and 139,000 tonnes directly by the cereal production segments. Out of the total volume sold, 508,000 tonnes were sold in the export markets and 200,000 tonnes in the domestic markets of Ukraine and Russia. Out of the total volumes handled during 2009, 39 percent were made up of the Group‟s own commodities and the remaining 61 percent of third-party commodities. Due to the treatment of the joint venture in 2008, which was not consolidated, the Group does not have access to such data for 2008. In 2007, the Group only sold internally produced commodities, all in domestic markets. In 2010, the Group expects a substantially smaller share of total sales from third-party commodities and from export sales due to the export ban imposed by the Russian Government on cereal sales on 5 August 2010 and due to delays of VAT refunding in Ukraine during the second half of 2009 and in 2010. The Group‟s customers in cereal sales and trading are primarily either large local or international commodity processing companies or international trading firms. The Group has to date not concluded any long-term supply contracts with any of its clients and it sells

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its produce within one single production year mostly on spot contracts or short-term forward delivery contracts. As the Group‟s products are a commodity, no single customer carries any business risk for the Group.

Technical description cereal production and storage Demands imposed by climate The local climate in the Black Earth region allows for one harvest per year. The crops grown during the harvest season can, however, be either winter crops (seeded during the autumn, staying dormant under snow cover in winter and harvested typically in July and August of the following year) or spring crops (seeded in spring and harvested typically in September or October). The main winter crops grown by the Group are winter wheat and winter rapeseed. The main spring crops grown by the Group are sunflower, soya and corn. The length of the ideal seeding period (seeding window) varies between crops, but are, in general, up to 14 days for winter wheat and winter rapeseed, up to ten days for corn and up to 20 days for sunflower and soya. Similarly the ideal harvest windows vary with five to seven days for winter rapeseed, ten to 14 days for winter wheat and up to 30 days for sunflower, soya and corn. Modern equipment and machinery as well as good organisation of the workforce are essential for efficient cereal farming in the Black Earth region. Improving farm productivity When the Group has gained control over the land, efforts are focused to organising everyday operation of the farm. Productivity improvements are primarily achieved from: (i) starting to apply fertilisers (typically the lands taken over by the Group have not been fertilised for several years and have, therefore, a low level of nutrients), (ii) cleaning the fields from weeds with appropriate agrochemicals (as former owners have been capital constrained and have ignored the use of agrochemicals, the fields are often weed infested) and (iii) applying powerful modern equipment and a good level of work organisation, which allows for completing seeding and harvesting works in the appropriate time windows to avoid yield losses. Crop rotation The Group will always look to combine winter crops and spring crops in its seeding plans. The logic for it derives from the different timing of the seeding and harvesting windows of the winter and spring crops respectively. Using both crop types allows the Group to prolong the production season and as a result use its people and machinery on a much more efficient basis (allowing for substantially increasing the total production area for a given amount of technical and human resources). The Group also rotates its five main crops in a five-year production cycle in each respective field. The rotation is necessary as growing the same crop year after year on the same field builds up crop diseases, which lowers productivity and does not allow for a high sustainable level of future production. Storage operations After the crop has been harvested, it is transported to storage facilities by trucks. Close access to storage elevators and warehouses is very important because the grain cannot normally be left on the field without spoiling. To facilitate storage, the Group has in several of its production locations on-farm intermediary primary cleaning and storage capacity where crops can be stored temporarily for seven to 30 days before transportation to a storage elevator. The length of the period of intermediary storage depends on the humidity levels of the crops. Once in the storage elevator, the crops can remain stored almost indefinitely, although the crops must be circulated periodically in order to preserve it. To facilitate this, storage bins are designed to be loaded from a conveyor belt above and unloaded via another conveyor belt underneath the storage bin. Each of the Group‟s storage elevators is connected to the railway network so that the produce can be transported directly from the storage elevator by railcars in large volumes either to large end customers in the domestic market or to the ports for export.

Operational review of milk production In addition to cereal production operations in the Black Earth region, the Group operates two milk production clusters in Estonia and the St Petersburg region of Russia. As at 30 June 2010, the Group controlled 4,688 hectares of dairy farmland and owned a combined dairy herd of approximately 1,717 cows in total in its production locations. In its dairy farming operations, the Group only operates modern „loose-house‟ dairy farms, where a production unit size never falls below 500 milking cows. Dairy farming is capital intensive, and requires a far greater investment outlay per hectare than cereal farming. These capital outlays include the cows themselves, land on which to raise the cows and to harvest feed, and sheds and other milking facilities on that land. The Group‟s decision to use modern cowsheds requires significant financial investment, in general beyond the reach of smaller

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farms. Establishing a large dairy farm requires the breeding of a significant number of the requisite livestock. Growing the livestock on the basis of its natural growth rate only adds five to ten percent per annum to the size of the herd. Furthermore, once the animals are moved to the new facilities, it can take three to five years to ramp up their milk productivity to their actual full potential.

Dairy farm composition as at 30.06.2010 Kaiu Kärla St Petersburg Land under control (hectares) 1,838 1,601 1,249 Number of milking cows 600 600 517

See “Risk factors – Risks relating to the Group” for more information regarding the definition of „land under control‟

Estonian cluster The Estonian cluster comprises two dairy farms located in Kaiu, Rapla County in central Estonia and Kärla, Saare County on the island of Saaremaa. The Kaiu and Kärla farms comprise 3,533 hectares of land together, and use own land to produce silage for the cows. The Kaiu farm contains 600 milking cows and the Kärla farm contains 600 milking cows. Both of the Estonian farms were bought as operational companies but full investment programmes were carried out by the Group in order to rebuild the facilities to correspond to modern standards. Through making the investment in the facilities and improving the handling of the cows, the Group has been able to demonstrate significant productivity improvements in its Estonian farms and is currently continuing improvements on a year-on-year basis. St Petersburg cluster In the St Petersburg region of Russia, the Group holds another dairy farm comprising 1,249 hectares of land and 517 milking cows. The St Petersburg milk production location was built up by the Group as a greenfield facility and as of today the Group is still in the process of finalising the investments and ramp-up program. The first milk deliveries in the St Petersburg facility started in February 2008. The cowshed in the St Petersburg location is a fully modern facility. Currently, main remaining efforts are being made for expanding the number of milking cows at the production unit to 1,200 cows targeted by 2011. The ongoing expansion program is currently holding back the development of the milk production yields as new animals are constantly added to the facility. When the expansion target for the number of cows has been reached, focus will shift to increasing milk yields in the farm, as the unit currently renders a production yield almost half the levels achieved in the Estonian farms with, however, the potential of reaching the same level as in the Estonian operations.

Yield, milk production per milking cow (kg per day) 1H 2010 2009 2008 2007 Estonian cluster, Kaiu 25.5 23.1 19.8 18.8 Estonian cluster, Kärla 24.0 21.1 20.6 19.3 St Petersburg cluster 15.6 13.6 15.9 no production

Technical description of milk production The key operations of the dairy farms include feed procurement, livestock supervision, raw milk storage and manure utilisation. The Group can improve the productivity of its acquired dairy farms significantly by introducing new farming methods and improving efficiency in all these operations. Approximately half of the feed consumed by the Group‟s milking cows is derived from maize and grass silage, which requires dairy farms to cultivate substantial areas of forage crops. Due to its high moisture content, silage transport is costly at a distance of more than seven to eight kilometres. Accordingly, dairy farms benefit from having nearby fields where they can grow their own silage supply. Silage is normally stored in special pits or towers. Generally, one and a half hectares of cropland are required per milking cow. The Group‟s dairy farms use 85 percent of their fields for silage production and can also utilise the whole area for manure disposal by spreading it on the fields as fertiliser. A modern cowshed is one of the main improvements that the Group can introduce to the dairy farms. The modern cowsheds are loose-housed incorporating cubicle accommodation with comfortable individual lying areas for cows, enabling the cows to move freely in an open space, which in turns allows for better access for tractors to deliver feed or remove manure. A loose-housed system also enables the grouping of cows according to their productivity cycle and health conditions so that the content of the feed can be more precisely customised for each group, which substantially increases the milk yield of the cows.

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Selected consolidated financial information Selected consolidated financial information of Trigon Agri is derived as at and from the years ending 31 December 2007, 31 December 2008 and 31 December 2009, and as at and for the six months ending 30 June 2009 and 30 June 2010. The information as at and for the years ending 31 December 2007, 31 December 2008 and 31 December 2009 have been extracted from the “Consolidated Financial Statements as at and for the year ending 31 December 2007”, “Consolidated Financial Statements as at and for the year ending 31 December 2008” and “Consolidated Financial Statements as at and for the year ending 31 December 2009” and have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and additional Danish statutory disclosure requirements for annual reports. The information as at and for the six months ending 30 June 2009 and 30 June 2010 has been extracted from the “Condensed Consolidated Interim Report for the six months ending 30 June 2010”, which has been prepared in accordance with IFRS, including IAS 34, as adopted by the European Union. The interim results are not necessarily indicative of results to be expected for the full year period since the Group’s revenue is subject to seasonal fluctuations, see section “Cyclical nature of agricultural production”. The consolidated financial statements of the Group for the years ending 31 December 2007, 31 December 2008 and 31 December 2009, incorporated by reference in this Prospectus, have been audited by PricewaterhouseCoopers as stated in their reports. The interim report for the six months ending 30 June 2010, incorporated by reference in this Prospectus, has been reviewed, but not audited, by PricewaterhouseCoopers. The following selected consolidated financial information of Trigon Agri should be read together with the section “Comments on the financial development”, the Company’s annual report for 2007, the Company’s annual report for 2008, the Company’s annual report for 2009, and the Company’s interim report for the period January–June 2010, which either have been incorporated in this Prospectus by reference or is included in this Prospectus, see section “Documents incorporated by reference”.

Consolidated income statements in brief

EUR thousand H1 2010 H1 2009 2009 2008 2007 Net revenue 16,608 17,684 75,392 29,984 6,620 Other income 3,030 2,174 4,839 4,413 1,111 Gain arising from changes in fair value less estimated point-of- sale costs of biological assets 17,251 9,989 1,660 7,144 1,759 Total revenue, other income and fair value adjustments for 36,889 29,847 81,891 41,541 9,490 biological assets

Changes in inventories of agricultural produce and work in -1,561 107 17,735 11,845 2,868 process Raw materials and consumables used -23,777 -21,019 -83,816 -35,203 -6,797 Employee benefits expense -4,578 -4,237 -9,590 -6,490 -2,450 Other expenses -4,160 -5,315 -12,541 -9,335 -3,120 Depreciation and amortisation -3,024 -2,323 -5,224 -3,138 -873 Other (losses)/gains net -787 -245 -1,497 -865 -91 Operating profit (loss) -998 -3,185 -13,042 -1,645 -973 Finance income 1,106 746 1,387 2,014 1,004 Finance costs -1,177 -466 -1,011 -3,033 -86 Gains from financial assets at fair value through profit and loss - - - 352 - Share of profit of associates -40 - 372 - - Loss before income tax -1,109 -2,905 -12,294 -2,312 -55 Corporate income tax -2,131 70 319 -123 -29 Loss for the period -3,240 -2,835 -11,975 -2,435 -84

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Consolidated statement of comprehensive income

EUR thousand H1 2010 H1 2009 2009 2008 2007 Loss for the period -3,240 -2,835 -11,975 -2,435 -84 Currency translation differences 15,167 -1,009 -6,475 -21,700 -1,728 Total comprehensive income for the period 11,927 -3,844 -18,450 -24,135 -1,812

Attributable to: Equity holders of the Company 12,215 -3,773 -18,830 -24,195 -1,833 Minority interest -288 -71 380 60 21

Consolidated statements of financial position in brief EUR thousand 30.06.2010 31.12.2009 31.12.2008 31.12.2007 ASSETS

Currents assets Cash and cash equivalents 2,243 4,672 18,167 35,702 Treasury notes - - 31,419 - Trade and other receivables 24,819 27,992 12,145 2,388 Inventories 7,955 14,884 17,998 5,664 Biological assets 25,571 6,254 5,258 766 60,588 53,802 84,987 44,520

Non-current assets Prepaid land rents and land usage rights 4,960 4,434 3,877 2,613 Available-for-sale financial assets 13 13 13 13 Other non-current prepayments 15,733 8,366 5,029 - Biological assets 4,473 5,417 6,187 2,520 Deferred tax assets - 525 - - Property, plant and equipment 96,690 80,934 54,638 21,744 Investments in associates 1,861 1,901 - - 123,730 101,590 69,744 26,890 TOTAL ASSETS 184,318 155,392 154,731 71,410

LIABILITIES

Current liabilities Trade and other liabilities 22,515 14,173 5,082 2,251 Borrowings 3,252 1,250 6,697 384 Provisions for other liabilities and charges 83 83 247 97 25,850 15,506 12,026 2,732 Non-current liabilities Trade and other payables 12,034 17,845 37 61 Borrowings 6,226 3,483 4,319 3,698 Provisions for other liabilities and charges - 437 440 138 Deferred tax liabilities 3,318 2,815 2,703 - Deferred income from EU subsidies 675 655 624 501 22,253 25,235 8,123 4,398 Total liabilities 48,103 40,741 20,149 7,130

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EQUITY

Capital attributable to equity holders of the

Group Ordinary shares 129,627 129,627 129,627 59,627 Share premium 35,127 31,246 31,246 7,020 Treasury shares - -5,757 -4,277 - Other reserves -9,459 -24,626 -18,151 -831 Retained earnings -19,386 -16,433 -4,079 -1,584 135,909 114,057 134,366 64,232 Minority interest in equity 306 594 216 48 Total equity 136,215 114,651 134,582 64,280 TOTAL EQUITY AND LIABILITIES 184,318 155,392 154,731 71,410

Consolidated cash flows in brief EUR thousand H1 2010 H1 2009 2009 2008 2007 Cash flow from operating activities -1,157 -6,066 -16,621 -19,645 -2,759 Cash flow from investment activities -6,912 14,197 3,311 -95,890 -19,416 Cash flow from financing activities 5,273 -5,422 -1,017 98,304 56,119 Net increase in cash and cash equivalents -2,796 2,709 -14,327 -17,231 33,944 Effects of exchange rate changes on cash and 368 866 832 -304 -600 cash equivalents Cash and cash equivalents at beginning of period 4,671 18,167 18,167 35,702 2,358 Cash and cash equivalents at end of period 2,243 21,742 4,672 18,167 35,702

Key ratios H1 2010 H1 2009 2009 2008 2007 Ratio EBITDA (EUR thousand) 2,026 -862 -7,818 1,680 -13 EBITDA margin 5% -3% -10% 4% 0% Operating profit (loss) margin -3% -11% -16% -4% -10% Net profit (loss) margin -8% -9% -15% -6% -1% Return on assets (ROA) 0% 0% -2% -1% 0% Return on equity (ROE) -1% -1% -2% -1% 0% Equity ratio 74% 86% 74% 87% 90% Current ratio 2.34 7.05 3.47 7.07 16.30 Acid test 2.04 5.96 2.51 5.57 14.22 Share data Number of shares, end of the period 129,627,479 129,627,479 129,627,479 129,627,479 59,627,479 Number of shares outstanding, end of the 129,627,479 116,936,479 116,936,479 129,627,479 59,627,479 period Earnings per share (EPS), EUR -0.02 -0.02 -0.10 -0.02 - Dividend per share (DPS), EUR 0.00 0.00 0.00 0.00 0.00 Other Number of employees 1,697 2,553 2,201 2,235 713

Terminology

Acid test (Total current assets – Inventories)/Total current liabilities. The acid test or quick ratio measures a company‟s ability to use its near cash or quick assets to immediately extinguish or retire its short-term liabilities (liabilities due within the next twelve months).

Current ratio Total current assets/Total current liabilities. The current ratio measures a company‟s ability to meet short-term obligations (liabilities due within the next twelve months).

Earnings per Net result attributable to the shareholders of the Company/ weighted average number of common share shares outstanding during the period (in accordance with IAS 33). Earnings/loss per share for profit

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attributable to the equity holders of the Company during the year, both basic and diluted.

EBITDA EBITDA is calculated by adding to the operating profit the annual depreciation of the fixed assets and amortisation of land-related long-term prepayments

EBITDA margin EBITDA/Total revenue. EBITDA is calculated by adding to the operating profit the annual depreciation of the fixed assets and amortisation of land-related long-term prepayments. EBITDA margin measures a company‟s earnings after operational cash costs (i.e. excluding depreciation and amortisation) relative to its revenue, independent of the Company‟s financing and tax position.

Equity ratio Total equity/Total assets. Equity ratio measures financial leverage, demonstrating the capital structure of a company.

Net profit Net profit attributable to the owners of the parent company/Total revenue. Net profit margin margin measures a company‟s net profitability relative to its revenue.

Operating profit Operating profit/Total revenue. Operating profit margin measures a company‟s profitability from its margin business operations, i.e. earnings after operational costs relative to its revenue, independent of the Company‟s financing and tax position.

Other income Other income includes income from government subsidies and other revenues for example one- off sales of assets which are not in use.

Return on Net profit attributable to the owners of the parent company/Average total assets. Return on assets assets (ROA) compares income with total assets measuring management‟s ability and efficiency in using the firm‟s assets to generate profits

Return on Net profit attributable to the owners of the parent company/Average equity excluding minority equity (ROE) interest. Return on equity relates income with the equity capital measuring management‟s ability and efficiency in generating return to the shareholders of the Company.

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Comments on the financial development Introduction of business model and revenue streams The Group‟s operations have increased significantly since the initial investment in farming land in 2006, when the Group acquired cereal farming operations nearby the city of Kharkov, Ukraine. Later in the same year, the Group continued its growth strategy and acquired two dairy farms in Estonia and initiated a greenfield dairy farming project near St Petersburg, Russia. During the latter of 2007, the Group consolidated the operations of its Kharkov cluster and completed an extension to its Kärla dairy farm in Estonia. In 2008, the Group established three additional production clusters located near the city of Kirovograd, Ukraine, as well as nearby the cities of Samara and Penza, Russia. In 2008, the Group further established its position as an integrated soft commodity producer, storage operator and trader by (i) acquiring three railroad connected elevators, and (ii) establishing the trading joint venture, Ramburs Trigon. In October 2009, Trigon Agri acquired an additional production cluster located in Stavropol, Russia. During 2010, the Group made a follow-up investment in Stavropol when it secured a brownfield elevator site. The Group generates its main net revenues from the sales of cereals, both own cereals and externally produced. As of 1 July 2010, the Group‟s entire produced commodities are sold through commission sales of the sales and trading operations. Additional net revenues are generated by the Company‟s storage and milk operations. Revenues from the cereal storage segment are derived from drying, cleaning and storing of cereals. The cereal storage segment handles both own and externally produced cereals, the latter constituting the majority of volumes handled. Except for net revenues, the Group‟s total income includes changes in fair value for biological assets (less point-of-sale costs), subsidies and other income. The changes in fair value mainly arise from the value increase in crops as they grow. At initial recognition (after seeding), the crops are measured at cost as the market-determined values are not available for such biological assets. The crops are measured at fair value once the fair value becomes reliably measurable. Generally, the fair value of a crop cannot be reliably measured until immediately before harvest. This does not create a significant limitation in valuation of crop balances at year end, since the main increase in fair value is attributable to the same accounting period as the crop is harvested. The company can sell its produce in the local market or in export markets, where the goods are delivered either to the Black Sea or end-customer ports. The decision on where to sell depends on the market environment, which determines the additional margins available from export transactions. In cases where local market shortages have driven local market prices to levels which make export transactions uneconomic, most of the produce is sold locally. In case there is ample local supply which depresses local prices, the Company typically sells most of its goods to export markets. The Company is not dependent on intermediary trading companies and has the capability to execute directly end-customer deliveries to the markets of Middle East and Northern Africa. Effect from export restrictions on the Company‟s financial performance is not always one-sided. Typically, export restrictions are applied in circumstances with prevailing severe shortage of local supply. This implies that prices typically rise substantially and may, as a result, in some cases even exceed prices in key export markets. Thus, export embargos do not automatically imply a direct drop in the margins available for the Company from its production activities. Since the majority of the Group‟s operations pertains to cereals, maximising revenues from sales of cereals could be considered a key element to the Group‟s profit-making ability. The most important factors driving the revenues from sales of cereals are: (i) increase of throughput in the Group‟s elevators; (ii) selection of appropriate crop cultures (with regards to prevailing prices as well as other production factors); (iii) increase of land under crops; (iv) increase of crop yields; (v) timing of sales (access to elevators is a necessity); and (vi) access to export markets. In addition, the Group is exposed to external factors which it cannot influence, such as weather conditions and the general price level for soft commodities. The majority of the Group‟s cereals is sold to major international cereal traders while the Group‟s dairy and meat products are sold locally. Financial review

Net revenue During the first half of 2010, net revenue totalled EUR 16,608 thousand, a six percent decline compared to EUR 17,684 thousand in the same period in 2009. The decline was derived from lower volumes of cereals sold. The increase in sales of milk was due to increase in milk prices and productivity improvement in the Group‟s milk production cluster.

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Net revenue for 2009 increased by 151 percent to EUR 75,392 thousand mainly due to the significant increase in sales of third parties‟ cereals, but also due to the Group‟s increasing production. Out of the total volume sold, 72 percent was sold to export markets from the Black sea ports. The increase in net revenues was obtained despite decreasing commodity prices and a severe drought in Samara (the largest production cluster of the Group). For 2008, net revenue increased to EUR 29,984 thousand from EUR 6,620 thousand in 2007, corresponding to an increase of 353 percent. The main driver for the large increase in net revenue in 2008 was the substantial increase in net harvest, up to 171,342 tonnes from 51,518 tonnes, as well as improvements in the Company‟s farming operations (i.e. increasing yield).

Net revenue per business segment EUR thousand H1 2010 H1 2009 2009 2008 2007 Sales of cereals 11,754 13,690 66,655 22,567 3,976 Sales of milk and meat 3,108 1,806 3,914 3,099 2,472 Revenue from elevator services 1,074 1,018 2,872 3,725 129 Other 672 1,170 1,951 593 43 Total 16,608 17,684 75,392 29,984 6,620

Net revenue per operating segment (2009) Ukraine Russia Trading Elevators Estonia St Petersburg EUR thousand Total (cereal) (cereal) (Ukraine) (Ukraine) (dairy) (dairy) Revenue 17% 5% 69% 5% 3% 1% 100% (external) Subsidies 7% 37% - - 53% 4% 100% Other income 46% 5% 42% 2% 6% - 100% Change in fair value of biol. 19% 99% - - -15% -3% 100% assets

Net revenue per operating segment (H1 2010)

Ukraine Russia Trading Elevators Estonia St Petersburg EUR thousand (Ukraine, Total (cereal) (cereal) (Ukraine) (dairy) (dairy) Russia) Revenue 6% 19% 54% 9% 9% 3% 100% (external) Subsidies 11% 3% - - 79% 8% 100% Other income 22% 65% 8% 5% 1% - 100% Change in fair value of biol. 69% 28% - - 2% 1% 100% assets

Changes in inventories of agricultural produce and work in progress The change in agricultural produce and work in progress includes the difference between the carrying value of own produced inventory items in the Group‟s balance sheet as at the beginning of the reporting period and the end of the reporting period. During the first half of 2010, the change in inventories of agricultural produce and work in progress totalled a negative amount of EUR 1,561 thousand compared to a positive amount of EUR 107 thousand in the same period last year. Grain for sale and agricultural produce decreased due to cereals inventory sales in the first half of 2010. Raw materials, supplies and prepayments decreased because the Group used the inputs for its agricultural production activities. Fieldworks in process decreased due to taking previously prepared land areas into production. In 2009, the change in inventories of agricultural produce and work in process totalled EUR 17,735 thousand. In 2008, the change in inventories of agricultural produce and work in process totalled EUR 11,845 thousand (EUR 2,868 thousand in 2007).

Operating expenses During the first half of 2010, the total operating expenses increased by eight percent compared to the same period in 2009, mainly due to the expansion of the Group‟s activities in its areas of operation. Operating costs totalled EUR 33,202 thousand compared to

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EUR 30,816 thousand the same period last year. The first half of 2009 did not include the Stavropol cereals production cluster in Russia since it was acquired only in the second half of 2009. In 2009, the Groups‟ total operating expenses (less depreciation and amortisation) amounted to EUR 107,444 thousand compared to EUR 51,893 thousand in 2008. The main reason to the increase was the general expansion of the Company‟s activities that occurred during 2009. In addition, the Group expanded its operations during 2008 and, as a consequence, the cost items for 2008 did not correspond to the Group‟s year-end cost base: The costs for storage and trading operations in 2008 did not include first quarter expenses for the three elevators which were purchased in March 2008. The Kirovograd cluster was included from fourth quarter 2008. The trading operations in 2008 included one quarter of operations. In 2008, the trading operations included only one quarter, and only at proportionate consolidation (51 percent), while the entity is fully consolidated as of the third quarter 2009. Thus, the major part of the total increase in operating expenses in 2009 was related to the cost of purchased grain, which made up 63 percent of the total increase. Employee benefits expenses increased from EUR 6,490 thousand to EUR 9,590 thousand, due to the significant expansion of the operations of the Group. The Group‟s operating expenses amounted to EUR 51,893 thousand in 2008 (EUR 12,458 thousand in 2007). The increase in the operating expenses was related to the very significant expansion of the Group‟s production and storage activities (launch of three new production clusters and acquisition of three new storage elevators in Ukraine during 2008) and launch of the Group‟s trading joint venture Ramburs Trigon. In essence, the increase in operating expenses derived from cost of purchased grain, which totalled EUR 14,262 thousand or 36 percent of the total increase, and were associated with the initiation of trading operations.

Operating expenses per category EUR thousand H1 2010 H1 2009 2009 2008 2007 Raw materials and consumables used 23,777 21,019 83,816 35,203 6,797 Cost of purchased grain 9,296 8,403 49,329 14,262 - Materials for agricultural production 8,382 7,466 13,946 11,479 3,899 Fuel, gas, electricity 1,503 1,175 3,877 4,303 1,327 Animal feed 2,231 1,736 3,738 2,565 1,253 Transportation 205 496 5,065 1,499 199 Land tax and land rental 952 - - - - Other services 1,208 1,743 7,861 1,095 119 Employee benefits expenses 4,578 4,237 9,590 6,490 2,450 Other expenses 4,947 5,560 14,038 10,200 3,211 Legal and consulting fees 2,204 1,827 6,565 3,350 1,165 Office and administration expenses 1064 1,616 1,383 2,862 675 Land tax and land rental - 703 2,008 1,104 488 Transportation - - - 418 117 Other expenses 1,679 1,414 4,772 2,466 766 Total 33,202 30,816 107,444 51,893 12,458

EBITDA, depreciation and amortisation and operating profit During the first half of 2010, EBITDA totalled a profit of EUR 2,026 thousand (loss of EUR 862 thousand during the first half of 2009). The Ukrainian and Stavropol cereals production clusters showed positive EBITDA results, while the Penza and Samara clusters showed an EBITDA loss. The latter two clusters were severely hit by drought. Milk production operations in Estonia and St Petersburg clusters showed positive EBITDA result, higher than the same period last year. Sales and trading and storage operations of the Group clusters showed an EBITDA loss for the first half of 2010 of EUR 624 thousand (loss of EUR 193 thousand during the first half of 2009), generated by lower volumes of commodities handled. In 2009, EBITDA amounted to a negative result of EUR 7,818 thousand. The decline in EBITDA was caused by a negative overall result in the cereal operations of the Group, which was significantly lower than in 2008. The result was impacted by lower cereal prices following 30 to 60 percent price declines, differing between types of crops, as well as droughts in three out of four cereal production clusters of the Group, substantially lowering production yields. The Samara region was hardest hit by drought.

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EBITDA of the milk and meat segment was slightly positive despite a 25 percent drop in Estonian milk prices and the St Petersburg facility being in a phase of bringing in new dairy animals. However, the EBITDA performance was supported by the cost cuts in operating expenses carried out by the Group in the beginning of 2009 as well as continued production improvements. Further, the Estonian operations were supported by fulfilling the obligations related to the EU subsidies, which allowed the Group to include subsidies accrued in previous periods as income in the amount of EUR 446 thousand. Furthermore, the St Petersburg operation successfully shifted sales of milk to a new buyer in September 2009 and thus obtained a 35 percent price increase which will have positive impact to the segment‟s EBITDA going forward. EBITDA for the cereal storage operations of the Group during 2009 was, as expected, positive by EUR 1,109 thousand. Revenues for storage operations are concentrated to the second half of the calendar year when the storage elevators of the Group take in crops from the new harvest and provide cleaning and drying services in addition to storage. In 2008, EBITDA amounted to a positive result of EUR 1,680 thousand, compared to a negative EBITDA in 2007 of EUR 13 thousand. The EBITDA improvement was driven by productivity improvement of the production operations in Estonia and Kharkov, Ukraine, starting to show effect from the investment programs completed in 2007, as well as the Group‟s storage and trading activities in Ukraine. The EBITDA was negative in the production clusters that were set up in 2008 and in the St Petersburg dairy production operation, still under construction. In 2009, the consolidated depreciation and amortisation totalled EUR 5,224 thousand. The increase in depreciation was driven by the significant investment program. In 2008, the Group‟s consolidated depreciation and amortisation totalled EUR 3,138 thousand compared to EUR 873 thousand in 2007. The increase is attributable to the Group‟s expansion. In 1H 2010, the Group reported a negative operating profit of EUR 998 thousand compared to a negative operating profit of EUR 3,185 thousand in 1H 2009. In 2009, the Group reported a negative operating profit of EUR 13,042 thousand compared to a negative operating profit of EUR 1,645 thousand in 2008. In 2007, the Group reported a negative operating profit of EUR 973 thousand. The Group only started its operations in 2006 and most of the production assets were acquired during 2007-2008. According to the Group‟s ramp-up schedule, the year-on-year results are positively affected by the increases in cereals and milk production yields. However, in 2009 and 2010 the results are negatively influenced by the extreme weather conditions in the Group‟s cereals production clusters. In addition, revenues have been dependant on the fluctuations in cereals and milk sales prices.

Net loss During the first half of 2010, net loss totalled EUR 3,240 thousand, representing a 14 percent negative deviation compared to 2009, as net loss totalled EUR 2,835 thousand. The net loss for the period was influenced by higher depreciation charges due to the ongoing investment program in the Group‟s production locations, and an income tax provision. The income tax expense in 1H 2010 amounts to EUR 2,131 thousand. This amount represents the Group‟s estimate of its total income tax expense in 1H 2010 including a probability weighted estimate of uncertain tax positions, some of which have a high level of uncertainty. The estimate of the corporate income tax risk is affected by a court case solution in the Danish High Court Eastern Division and a change in the taxation of Cyprus subsidiaries which have both taken place in 2010. Whereas the court case is still pending it has increased the risk of tax expense in the Group. The remaining part of the estimate for the income tax expense is related to tax in the subsidiaries in Russia and Ukraine where the Group had profit in statutory accounts presented to local tax authorities for the 1H 2010 period. Because the income tax is paid on an annual basis the actual tax expense will be determined only at the year end and may be different than that estimated at 30 June 2010. Please note that this provision is largely the result of an unrelated Danish Court ruling, it is precautionary and not final. The Management of the Group is currently working with tax advisors in order to find a structure that would avoid such income tax uncertainty in the future reporting periods. The net loss in 2009 was EUR 11,975 thousand, and a consequence of the significant decrease in prices for soft commodities and adverse weather conditions. In addition, the Group‟s comprehensive result was negatively affected by the depreciation of the Ukrainian hryvna and the Russian rouble in the amount of EUR 6,475 thousand. The net loss in 2008 amounted to EUR 2,435 thousand. Similar to 2009, the comprehensive net loss was significantly influenced by foreign exchange loss in the amount of EUR 21,700 thousand, primarily driven by the Ukrainian hryvna devaluation during the third and fourth quarter of 2008. In 2007, the Group reported a net loss of EUR 84 thousand. The Group‟s result was positively influenced by the, at the time, prevailing soft commodity prices and the Group‟s decision to store a significant part of its harvest in order to sell it at even more attractive prices following the end of the harvest season. The foreign exchange loss in 2007 totalled EUR 1,728 thousand.

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Biological assets The gain arising from changes in fair value includes changes in both physical quantities due to the growth of plants and in changes in market prices for crops. Because plants grow most in the period from April to July, the change in fair value of the biological assets in the second quarter is always the largest during the year. In 2010, the fair value is also influenced by the increase of grain prices due to the drought in Russia. The drought affected also the Group‟s Russian subsidiaries but had less impact in Ukraine where the gain from biological assets was significant. The value of the growing crops as at June 30, 2010 and 2009 have been determined based on the actual results of harvesting which are known by the time of preparing the financial statements, harvest related cash outflows and the latest information regarding sales prices adjusted to reflect the stage of biological transformation of the assets as at June 30. The relatively large increase in estimated fair value of biological assets during the first half of 2010 compared to the same period in 2009 is mainly due to a change in crop mix where the area under crops with higher value (rapeseed, soy) has increased significantly. Both rapeseed and soy are planted during spring and the rendered increase in value occurs in the first half year (i.e. the residual after subtracting the value of fieldworks performed from the value of growing crop is larger). The value of winter crops at year end is higher because it includes more works performed, fertilisers and seeds whereas for summer crops it includes only preparation for seeding (ploughing). Another factor causing affecting the fair value of biological assets is actual sales prices where the largest increases during the first half of 2010 is derived from sunflower seeds prices. As sunflower is also seeded in spring the effect is amplifies in accordance with reasoning above.

Financial position The consolidated assets of the Group as of June 30, 2010 amounted to EUR 184,318 thousand (EUR 155,392 thousand at December 31, 2009), with the increase driven by the sale of treasury shares by the Group during the reporting period and positive currency translation differences (both the Russian rouble and Ukrainian hryvna in which most of the Group‟s fixed assets are recorded appreciated against the Euro during the reporting period). The net debt of the Group as of June 30, 2010 amounted to EUR 7,235 thousand (EUR 61 thousand at December 31, 2009). The consolidated assets of the Group as of December 31, 2008 amounted to EUR 154,731 thousand (EUR 71,410 thousand in 2007), with the increase compared to previous year driven by the equity capital raising in amount of EUR 105 million on May 6, 2008 and significant expansion of the cereals farming activities. The negative effect for the Group‟s assets expressed in Euro was driven by the devaluation of Russian rouble and Ukrainian hryvna. These effects increased the negative currency translation reserve in amount of EUR 21,700 thousand in 2008 (EUR 1,728 thousand in 2007). The net debt of the Group as of December 31, 2008 amounted to EUR -38,570 thousand (EUR -31,620 thousand for 2007). Net loss for 2009 amounted to a loss of EUR 11,975 thousand. The result in 2009 was influenced by drought and significant drop in prices for the Group‟s commodities. The annual average ex-works prices for wheat in 2009 compared to 2008 dropped in euro terms between 35-46% depending on quality class49

Investments During the first half of 2010, the total investment cash outflow totalled EUR 6,912 thousand. Almost all of the investments carried out during the first half of 2010 related to the expansion of the Group‟s cereal production activities. The prepayments for new acquisitions in amount of EUR 1,910 will be translated into property, plant and equipment by the end of the year. During the first half of 2009, investments totalled EUR 17,257 thousand, which together with the positive flow from sale of treasury notes, generated net cash inflow of 14,1947 thousand. During 2009, cash flow from investment activities, including sale of treasury notes of EUR 31,454 thousand, totalled EUR 3,311 thousand. All the investments carried out in 2009, totalling EUR 28,143 thousand, related to the expansion of the Group‟s cereal and milk production activities. These expansion activities include the acquisition of the Stavropol cluster, as well as the acquisition of a brownfield elevator site in the Penza production cluster, expanding the Group‟s elevator capacity in Russia. The purchase of property, plant and equipment in the amount of EUR 5,575 thousand included investments in Russia totalling EUR 3,599 thousand and in Ukraine of EUR 1,976 thousand. Cash flow from investment activities of the Group in 2008 totalled a negative amount of EUR 95,890 thousand, including negative net amount of EUR 31,066 thousand allocated for purchase of French Treasury Notes and investments in twelve-month deposits with the Sberbank branch in Kharkov, Ukraine. All the investments carried out in 2008, other than liquidity allocations to treasury notes

49 APK Inform

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and term deposits, related to the expansion of the Group‟s farming activities in Ukraine, Russia and Estonia as well as to the expansion of the Group‟s elevator storage capacity in Ukraine (acquisition of the three elevators in Ukraine with total capacity of 272 thousand tonnes). The investments were financed through proceeds from a private placement of EUR 105 million, before issue costs, completed in May 2008. In 2007, cash flow from investment activities totalled a negative amount of EUR 19,416 thousand. The majority of the investments, representing an outflow of EUR 17,412 thousand, pertained to property plant and equipment. The investments were financed by equity raised in a private placement of EUR 50 million, before issue costs.

Principal investments in progress The Group‟s ongoing principal investments in progress are constituted by equipment purchases for the autumn works and the finalisation of the Russian land acquisitions and the acquisition of the elevator site in Stavropol. The total investments in 2010 are expected to amount to EUR 13.2 million, out of which investments in equipment amount to EUR 6.9 million and payment for land and elevator site acquisition to EUR 6.3 million. Except for these investments in progress the Group has no other investment commitments. Further investments in production operation will only be made in case respective financial resources will be available. Furthermore, the Group has made the following commitments for future rent payments from non-cancellable lease agreements. EUR thousand 30.06.2010 Up to twelve months 1,503 One to five years 5,651 More than five years 11,704 Total 18,858

The Company does not need any outside financing and can rely fully on internally generated cash flow and credit funding to expand its production area. However, if approved by its shareholders, the Group may consider issuing additional equity to further speed up its operational production area expansion.

Property, plant and equipment

The Group‟s property, plant and equipment are dominated by land storage facilities and agricultural machinery. The following table demonstrates the distribution of property, plant and equipment as at 30 June 2010.

Construction Furniture, in process Vehicles & fittings & and pre- Land Buildings machinery equipment payments Total EUR 37,959,790 29,353,614 26,945,289 530,638 1,900,990 96,690,321 thousand

Some property, plant and equipment were pledged with commercial pledge at 30 June 2010. Land was pledged with EUR 4,410 thousand, buildings were pledged with EUR 11,093 thousand and vehicles & machinery were pledged with EUR 5,669 thousand. No material changes in the constitution of the Group‟s property, plant and equipment have occurred from 30 June 2010 until the date of this Prospectus.

Cyclical nature of agricultural production The Group‟s line of business is characterised by inherent seasonal variation in terms of revenues and costs. Fieldwork during spring and harvest during autumn entails concentration of costs and working capital need during the spring season and concentration of revenues in the autumn season. Approximately 30 percent of the expenditures are incurred during the autumn of the preceding year for any given harvest, and the remaining approximately 70 percent are incurred during spring and summer the same year as the harvest. The cyclicality is more significant in cereal production than in dairy production, as dairy production revenues accrue evenly throughout the whole operating year. The Group has mitigated cyclicality effects in cereal production by acquiring storage infrastructure to store grain for longer time periods; thereby enabling a more equitable distribution of cereal sales throughout the year.

Liquidity and cash flow Due to the cyclical nature of agricultural production, the Group‟s liquidity position is at the lowest level during late summer, and as at 30 June 2010 it totalled EUR 2,243 thousand. The Group has not signed any overdraft credit facilities and, thus, the Group‟s short

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term financial resources correspond to its liquidity position, i.e. EUR 2,243 thousand. The Group‟s long-term financial resources consist of fixed assets, which can either be sold or used as collateral for possible future financing. Currently, the Company does not have any available but unused long-term credit facilities. In accordance with the Group‟s cash management strategy (see “Treasury and currency policy” for more information), the split of cash and cash equivalents were the following as at 30 June 2010. EUR thousand 30.06.2010 Russian rouble 1,027 Ukrainian hryvna 454 EUR 371 Estonian kroon 283 Danish krona 98 USD 10 Total 2,243

The Company deems its liquidity position sufficient to fund working capital needs of a total harvest from approximately 90,000 hectares in 2011, without any external financing.

EUR thousand H1 2010 H1 2009 2009 2008 2007 Cash flow from operating activities -1,157 -6,066 -16,621 -19,645 -2,759 Cash flow from investment activities -6,912 14,197 3,311 -95,890 -19,416 Cash flow from financing activities 5,273 -5,422 -1,017 98,304 56,119 Cash flow for the period -2796 2,709 -14,327 -17,231 33,944

In 2009, the Group reported a net cash outflow of EUR 14,327 thousand compared to a net cash outflow of EUR 17,231 thousand in 2008. The reduction in net cash outflow is mainly a consequence of the reduced activity level in acquisition of subsidiaries and purchase of property plant and equipment. In 2007, the net cash flow represented an inflow of EUR 33,944 thousand, mainly derived from a share issue. Net cash outflow from operating activities during the six months ending 30 June 2010 equalled EUR 1,157 thousand. During the corresponding period in 2009, cash outflow from operating activities totalled EUR 6,066 thousand. Net cash outflow from investment activities during the six months ending 30 June 2010 totalled EUR 6,912 thousand, mainly derived from the acquisitions of property, plant and equipment. During the corresponding period in 2009, investment activities rendered net cash inflow of EUR 14,197 thousand, due to the sale of treasury notes totalling EUR 31,454 thousand. The net cash inflow from financing activities during the six months ending 30 June 2010 amounted to EUR 5,273 thousand, which was solely related to the sale of all of the Group‟s remaining treasury shares, rendering proceeds of EUR 9.6 million. The cash outflow from financing activities during the six months ending 30 June 2009 amounted to EUR 5,422 thousand due to purchase of treasury shares totalling EUR 1,359 thousand and repayments of borrowings and finance lease liabilities totalling EUR 3,835 thousand. The Group has reported negative cash flows from its operating and investment activities due to the expansion of the Group‟s operations. The Group has since its formation in 2006, virtually, financed its operations through issuance of new shares. In 2006, the Company raised EUR 20 million, in 2007 EUR 50 million and in 2008 additionally EUR 105 million. In addition to equity financing, the Group has a limited debt totalling EUR 9,623 thousand. As at 30 September 2010, the Group‟s borrowings had the following structure.

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EUR thousand 30.09.2010 no later than 1 year 1-5 years over 5 years Non-current

- Bank borrowings 5,043 4,476 567

- Finance lease payables 460 430 30

- Total non-current debt 5,503 4,906 597

Current Bank borrowings 3,543 3,543

Finance lease payables 217 217

Total current debt 3,760 3,760

Total borrowings 9,263 3,760 4,906 597

Strategic financing status The Company is currently exploring the opportunities for additional credit funding, which would be used to expand area under cereals production in the Black Earth region. Furthermore, the Company is considering a divestment or spin-off of its dairy operations.

Statement of working capital needs It is the Board of Directors‟ opinion that the Company‟s working capital is sufficient for its present requirements, that is for a period of 12 months from the date of this Prospectus.

Indebtedness As at 30 September 2010, the Group‟s indebtedness had the following structure. EUR thousand 30.09.2010 Current debt Guaranteed - Secured 3,760 Unguaranteed/Unsecured - Total current debt 3,760 Non-current debt Guaranteed - Secured 5,503 Unguaranteed/Unsecured - Total non-current debt 5,503 Total debt 9,263

Securities are constituted by pledges in land, machinery and equipment and buildings.

Shareholders’ equity As at 30 September 2010, the Group‟s shareholders‟ equity had the following structure. EUR thousand 30.09.2010 Shareholders’ equity Ordinary shares 129,627 Share premium 35,127

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Net indebtedness The Company‟s indebtedness is exhibited in the table below. No significant changes in the Group‟s equity and/or indebtedness have occurred since 30 September 2010. EUR thousand 30.09.2010 A. Cash 6,439 B. Cash equivalents - C. Trading securities - D. Liquidity (A) + (B) + (C) 6,439

E. Current financial receivables -

F. Current bank debt 2,801 G. Current portion of non-current debt 959 H. Other current financial debt - I. Current financial debt (F) + (G) + (H) 3,760

J. Net current financial indebtedness (I) – (E) – (D) -2,679

K. Non-current bank loans 5,503 L. Senior unsecured loans issued - M. Other non-current loans - N. Non-current financial indebtedness (K) + (L) + (M) 5,503

O. Net financial indebtedness (J) + (N) 2,824 As at 30 September 2010, the Group had neither any indirect indebtedness nor any contingent liabilities.

Significant changes after 30 June 2010 In accordance with previously announced plans, on 16 August 2010 the Group executed the takeover agreement for the acquisition of the additional 49 percent of its sales and trading joint venture companies. As a result the sales and trading activities will shift to 100 percent ownership of the Group. The components of the joint venture companies‟ balance sheet amounted to EUR 918,000 as at 30 April 2010. Based on that calculation the amount to be invested for the 49 percent of shares in the associate company has been agreed to 543,000 US dollar. After completion of the acquisition, the investment cost (in euro) for the Group will be adjusted for the subsequent changes in USD/EUR and UAH/EUR exchange rates. On 8 November 2010, Trigon Agri sold VAT bonds received from the Ukrainan Government at a discount to face value of 12.15 percent, through the transaction Trigon Agri received UAH 71,000,000 in cash. The Group has completed the harvest of early crops. The total harvested area of early crops corresponded to 43,000 hectares (63,000 hectares in 2009) and the collected gross harvest was 109,000 tonnes (149,000 tonnes in 2009). For late crops (sunflower, soya and corn), as of November 8, 2010 40,504 hectares had been harvested, leaving 645 hectares to be harvested over the remaining part of November. As of November 8, 2010 the total expected 2010 gross harvest of late crops stood at 68,000 tonnes (47,000 tonnes in 2009). For 2011 the Group was targeting cereals area under winter crops of 47,000 hectares to be seeded during the autumn of 2010 which is a 25 percent increase compared to the winter crops area harvested in 2010. As at 8 November, all winter crops had been seeded. As at 8 November, out of 11,000 hectares of winter rapeseed, which had been seeded, 64 percent had germinated and was in good condition while 36 percent had experienced exceptionally low rainfall during seeding and in the Management‟s estimate needs to be reseeded with other crops in spring 2011. As of the same date, out of the 35,000 hectares of seeded winter wheat, 97.4 percent was in good or satisfactory condition while 2.6 percent had experienced late germination. The area which experienced late germination remains under Management‟s supervision and in case the crops do not show enough strength by spring will be reseeded with other spring crops.

Outlook and trend information The severe drought in Russia, labelled by many as the worst of its kind in the last 50 years, influenced primarily the Penza and Samara production regions of the Group where precipitation during the main vegetative months was substantially below the last ten- year averages. The dryness in these areas was combined with extreme heat which added further restrain to crops. Unusually dry and hot weather also prevailed in the Group‟s Kharkov cluster and in the northern part of the Group‟s Kirovograd cluster, both

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located in Ukraine. At the same time, the Group‟s Stavropol cluster in Russia and the southern part of its Kirovograd cluster experienced substantially higher rainfall than normal for these regions with precipitation at the highest level achieved over the last ten years. Substantial part of the rainfall in these locations occurred during July delaying the harvest as the fields were too wet for the combine harvesters to work in and strong rains laid down part of the crop. Going forward, the weather conditions can be expected to remain volatile, differing substantially between years and regions within the Black Earth area. Thus, since the foundation of its activities the Group has pursued a strategy of having its operations in different geographic regions to mitigate effects from weather volatilities. For 2010, the total harvest estimate is subject to changes depending on weather conditions during the harvest period in September and October, as the late crops harvest of sunflower, soya and corn is still pending. Going forward the price dynamics in Russia will depend on the final result of the harvest coming in and the resulting local demand/supply balances. In Ukraine the price dynamics going forward will primarily depend on movements in import price levels in the key export markets Northern Africa and Saudi Arabia. Relating to the Group‟s dairy farms, the current EU milk powder price increase is driven by a combination of tight dairy product supplies following lower than anticipated milk production in Oceania combined with a modest recovery in global economic activity and a careful sale of EU government held surpluses so as not to harm EU dairy farmers. According to the USDA, the prices for the rest of the year are likely to ease somewhat, however, with no significant drops expected. Save for the above, no major changes have occurred with regards to the Company‟s financial position, future prospects or position in the market after the publication of the Company‟s interim report for the period January–June 2010.

Sensitivity analysis The table below sets out the effect of two important factors on the Company‟s operational result (EBIT). The effect on the EBIT result has been calculated on basis of the Company‟s consolidated financial statements for the year ending 31 December 2009.

EUR thousand Calculated effect on EBIT Parameter Change (%) EUR Average market price for crops +/- 5% +/-3,630 Commercial harvest +/- 10% +/-7,260

Treasury and currency policy The Company keeps accounts in such currencies and in such amounts for which it has contracted or otherwise expects expenditures. Funds are kept as long as possible on the parent company level in Denmark as an element of control. Funds are only transferred from the parent company into the operations in Estonia, Russia and/or Ukraine following a detailed request for funds. The capital needs of the operations in Estonia, Russia and Ukraine are governed by a thorough budget, although some minor adjustments might arise which could influence the timing and/or amount of such a request for funds. A request for funds is compiled by each unit‟s respective Financial Controller and contains a detailed description of the intended use of funds and also a detailed description of how the last requested funds were used. These requests and their confirmation to operating budgets are then confirmed by the Group Chief Finance Controller and forwarded to the CEO and at least one member of the Board of Directors for approval. The request for funds is validated once it has been is approved by the CEO and at least one additional member of the Board of Directors. Assuming a request for funds has been approved by the Board of Directors, funds are then transferred by means of either (i) a loan agreement to the respective requesting company or by (ii) an equity capital increase of the respective company. The balances of subsidiaries‟ accounts are checked on a weekly basis in the cash reporting system whereby local Finance Controllers provide information on cash balances of each respective legal entity to the Group Chief Finance Controller who reports weekly to the CEO and members of the Board of Directors. Any excess cash from the subsidiaries is transferred back to the accounts of the Company, if not in need of financing operations of the local subsidiaries, as an element of control.

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Board of Directors, Executive Board and auditors The table below contains information on the current members of the Board of Directors and the Executive Board of Trigon Agri.

Connection to the Warrant Name Title Born Elected Shareholdings Company holdings Joakim Board Director 1957 2007 Majority shareholder and 1) 4) Helenius chairman of Trigon Capital 10,424,034 29,953,257

Pertti Laine Board Director 1941 2007 Supervisory Board Director 8 053 4482) None of Trigon Capital

Erkki Board Director 1949 2007 Independent 3,168,3343) None Myllärniemi

René Nyberg Board Director 1946 2008 Independent 15,000 None

Ilkka Salonen Board Director 1955 2010 Independent None None

Raul Toomsalu CEO, member of 1975 2010 Management None None the Executive Board Ülo Adamson President 1978 2007 Management None None

Konstantin Member of the 1978 2010 Management None None Kotivnenko Executive Board

1) Owns 305,700 shares directly and 10,118,334 shares indirectly i.e. controls an entity (55.69 percent) that has 10,118,334 shares in the Company

2) Does not own any shares directly. Controls an entity (83.33 percent) that holds 8,053,448 shares in the Company

3) Does not own any shares directly. Control an entity (60 percent) that has 3,168,334 shares in the Company

4) Does not own directly, however, controls the entities (55.69 percent) that have the right to exercise these warrants

Board of Directors The Board has the overall responsibility of managing Trigon Agri. The Board of Directors reports to the General Meeting of Shareholders (see “Corporate governance – Board of Directors” for more information).

Joakim Helenius Mr. Joakim Helenius is the Chairman of the Board of Directors. Mr Helenius was the Chairman of the Supervisory Board of Trigon Agri from 2007 until its dissolution in 2010, and has been the Chairman of Trigon Capital since 1992. Mr. Helenius has an M.A. and a B.A, both in Economics from Cambridge University.

Pertti Laine Mr. Pertti Laine is a member of the Board of Directors of Trigon Agri, and was a member of the Supervisory Board of Trigon Agri until its dissolution in 2010. Mr. Laine is a member of the supervisory board of Trigon Capital. Mr. Laine has a degree in Economics (B.Sc.) from Helsinki School of Economics.

Erkki Myllärniemi Mr. Erkki Myllärniemi is an independent member of the Board of Directors of Trigon Agri, and was a member of the Supervisory Board of Trigon Agri until its dissolution in 2010. Mr. Myllärniemi has studied finance and accounting at Helsinki School of Economics.

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René Nyberg Ambassador René Nyberg is an independent member of the Board of Directors of Trigon Agri, and was a member of the Supervisory Board of Trigon Agri until its dissolution in 2010. Mr. Nyberg has a degree in political science from the University of Helsinki.

Ilkka Salonen Mr. Ilkka Salonen is an independent member of the Board of Directors of Trigon Agri, and was a member of the Supervisory Board of Trigon Agri until its dissolution in 2010. Mr. Salonen has a degree in Political Science (Economics) from the University of Helsinki.

The table below lists the names of the companies and partnerships, in which the members of the Board of Directors have held positions as members of the administrative, management or supervisory bodies or partners at any time in the previous five years.

Name Former positions Current positions

Joakim Helenius Trigon Agri A/S, Supervisory Board Trigon Agri A/S, Board of Directors

Baltic Republics Fund, Board of directors AS Trigon Gardening, Supervisory board

AS Baltika, Supervisory board AS Trigon Securities, Supervisory board

EMV, Supervisory board AS Trigon Funds, Supervisory board

FKSM, Supervisory board AS Trigon Alternative Funds, Supervisory board

Estonian Savings Bank, Supervisory board TC Capital Oy, Supervisory board

Hansapank, Supervisory board AS Trigon Corporate Finance, Supervisory board

Reval Hotelligrupi AS, Supervisory board AS Trigon Property Advisors, Supervisory board

Koger & Sumberg, Supervisory board AS Trigon Agri Advisors, Supervisory board

Gutta, Supervisory board AS Trigon Gardening, Supervisory board

Olainfarm, Supervisory board AS Trigon Dalmatian Properties, Supervisory board

Sylvester and Sanitas, Supervisory board OÜ Trigon Wood, Management board

Merrill Lynch International Bank, Board of directors ST Coffee Advisors, Board of directors

Goldman Sachs International Limited, Vice President ERGO Funds AS, Supervisory board

of fixed income division AS Trigon Farming, Supervisory board

AS Martinson Trigon Venture Partners, Supervisory AS Trigon Property Development, Supervisory board board OÜ Helenius Baltic, Management board

AS Martinson Trigon, Supervisory board AS Marat, Supervisory board

AS Trigon Capital Latvia, Management board Trigon Wealth Management AS, Supervisory board

AS Trigon R.E.D.(liquidated), Supervisory board Trigon Logistics Infrastructure AB, Board of directors

AS Trigon Baltic Farming, Supervisory board AS Trigon Logistics Managers, Supervisory board

OÜ Revino, Supervisory board AS Viisnurk, Supervisory board

OÜ Revino Aiand, Supervisory board Quadro Media, Sp. Z.o.o., Supervisory board OÜ VR-Vasavere (liquidated), Supervisory board

AS ERGO-TRIGON Fund (liquidated), Supervisory board

OÜ KMA Invest (end. OÜ Trigon Food Investments)

BRF Eesti Holding OÜ (liquidated), Management board

AS Trigon Investment Management, Supervisory board

Baltic Republics Fund, Management board

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Name Former positions Current positions

AS Baltika, Supervisory board

Pertti Lane Trigon Agri A/S, Supervisory Board Trigon Agri A/S, Board of Directors

Finnlines Plc, Chairman AS Trigon Capital, Supervisory Board

Nordic Aluminium Oyj, Board of directors Trigon Gardening AS, Supervisory board

Evox Rifa Oyj, Board of directors Veikko Laine Ltd, Board of directors

AS Trigon Farming, Board of directors Trigon Dalmatian Property AS

Conventum Oyj, Board of directors Osaühing Karlskroona, Board of directors

Länsiauto Ltd, Board of directors

United Bankers Ltd, Board of directors

Evox Rifa Group Plc, Board of directors

Amanda Capital Plc, Board of directors

Erkki Myllärniemi Trigon Agri A/S, Supervisory Board A/S Trigon Agri, Board of Directors

Brand Factory Nordic AB Umo Capital Ltd, Managing Director and member of the Board

AS Martinson Trigon, Supervisory board

Vicus Funds, Supervisory board

Thomeko Ltd, Board of directors

Multivac Oy, Board of directors

Prius Oy, Board of directors

A-Paberit Oy, Board of Directors

René Nyberg Trigon Agri A/S, Supervisory Board Trigon Agri A/S, Board of Directors

Assistant Secretary General of the Finnish-Soviet East Office of Finnish Industries, CEO Commission on Economic Cooperation, Director for Security Policy and Director for Eastern Affairs

Foreign Ministry of Finland, Ambassador of Finland in Berlin

Ilkka Salonen Trigon Agri A/S, Supervisory Board Trigon Agri A/S, Board of Directors

Sberbank, Deputy Chairman of the Management Septem Partners Oy, Partner

board SRV Oy, Supervisory board

Renaissance Investment Management LLC, Garmoshka Oy, Supervisory board President and Deputy CEO Sysmän Kirjakylä Oy, Supervisory board International Moscow Bank LLC, President of the OAO Promsvyazbank, Supervisory board Board of Management OAO Kamaz, Supervisory board

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Executive Board The Executive Board (also known as management board) of Trigon Agri is charged with the everyday management of Trigon Agri‟s affairs. Raul Toomsalu is the CEO (see “Corporate governance – Executive Board” for more information).

Raul Toomsalu Raul Toomsalu is the CEO and member of the Executive Board of Trigon Agri. Mr. Toomsalu‟s previous experience includes the position of General Manager of the Scandinavian bank SEB in Russia. He was also the CEO of SEB Leasing in Russia having responsibility for lease financing and various production equipment in Estonia. Mr. Toomsalu is studying at Estonian University of Life Sciences and has previously studied at Estonian Business School and Tallinn University of Technology.

Ülo Adamson Mr. Ülo Adamson is the Chairman of the Executive Board and the President of Trigon Agri, in charge of the financial and operational strategy of the Company. Mr. Adamson has an M.Sc. degree in Finance and Business Administration from Stockholm School of Economics.

Konstantin Kotivnenko Mr. Konstantin Kotivnenko is a member of the Executive Board of Trigon Agri. Mr. Kotivnenko has a Master of Laws from Georgetown University Law Center, a Bachelor of Laws from Concordia International University Estonia and has studied at Estonian School of Diplomacy.

Name Former positions Current positions

Raul Toomsalu Trigon Agri A/S, Board of Directors Trigon Agri A/S, CEO and member of the Executive

General Manager of the Scandinavian bank SEB Board

CEO of SEB Leasing, Head of Commercial Division AS Trigon Farming, Board of directors

AS Hansa Leasing, Head of Equipment Leasing Kaiu OÜ, Supervisory board

Pinkman Baltic OÜ, Board of directors

Ülo Adamson Trigon Agri A/S, Board of Directors Trigon Agri A/S, Chairman of the Executive Board

OÜ Macro Kinnisvara, Supervisory board and President of the Company

OÜ Nienta, Management board AS Trigon Capital, Chairman of Management board/COO OÜ Davingale, Management board AS Trigon Alternative Funds, Supervisory board AS ERGO-Trigon Fund Company, Management board AS Telema, Supervisory board AS Trigon Funds, Supervisory board

Trigon Capital Sp. Z.o.o., Management board AS Trigon Securities, Supervisory board

ST Coffe Advisors Ltd, Board of directors AS Trigon Wealth Management, Management board

Quadro Media Sp. Z.o.o., Supervisory board AS Trigon Corporate Finance, Supervisory board

AS Trigon Baltic Farming, Management board AS Trigon Agri Advisors, Supervisory board and Management board OÜ Revino, Supervisory board AS Trigon Property Advisors, Supervisory board OÜ VR-Vasavere, Supervisory board OÜ Trigon Biogaas, Management board OÜ Revino Aiand, Supervisory board AS Trigon Logistics Managers, Management board AS Martinson Trigon Venture Partners, Management board Trigon Logistics Infrastructure AB, Board of directors

AS MARTINSON TRIGON, Supervisory board AS Trigon Property Development, Supervisory board AS Viisnurk, Supervisory board

TC Farming Russia Ltd, Board of directors

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TC Farming Ukraine Ltd, Board of directors

AS Trigon Farming, Management board

OÜ Kaiu LT, Supervisory board

Kärla Pöllumajandusühisu, Management board

TC Farming Ltd, Board of directors

OÜ Chester Universal, Management board

OÜ Rosamil, Management board

TC Valkeasaari Development Ltd, Board of directors

TC Logistics Ltd, Board of directors

OÜ Trigon Wood, Management board

OÜ Invenio, Management board

Hermitage Eesti OÜ, Management board

Konstantin Law Firm Sorainen, Attorney at Law Trigon Agri A/S, member of the Executive Board

Kotivnenko Trigon Capital, Associate Director

Remuneration of the Board of Directors and the Executive Board Two of three members of the Executive Board are not compensated by any Group company. The Executive Board (save for Raul Toomsalu as at 25 October 2010) receive their compensation from Trigon Advisors and the compensation is included in the management fee paid to Trigon Advisors. Up until 25 October 2010 Toomsalu was remunerated for his work as CEO by Trigon Advisors. After that date Mr. Toomsalu is remunerated directly by the Company, and not by Trigon Advisors. On the date of this Prospectus, Trigon Advisors has been paid EUR 2,537,135 for management services performed during 2010. In 2009, Trigon Advisors was paid EUR 3,361,000 for management services. In 2008, Trigon Capital was paid EUR 2,767,000 for management services. In 2007, Trigon Capital was paid EUR 1,089,000 for management services. In 2009, the compensation to the members of the Supervisory Board amounted to EUR 109,000 which included payments for 2008 in the sum of EUR 40,000. The Supervisory Board was dissolved on 8 October 2010 and its members elected to the Board of Directors.

Principles Under the Advisory Agreement, the Company does not pay any compensation or bonuses to representatives of Trigon Advisors acting as members of the Executive Board (see “Relationship with Trigon Capital and Trigon Advisors − Advisory Agreement with Trigon Advisors”“ for information on the Advisory Agreement). However, the Company reimburses or causes its relevant subsidiary to reimburse such representatives of Trigon Advisors their out-of-pocket expenses relating to the provision of services (such as travel, transportation and accommodation costs). Mr. Lutsoja and Mr. Adamson receive their remuneration from Trigon Advisors which may also grant them the right to acquire shares of the Company from Trigon Advisors. Mr. Toomsalu and Mr. Lutsoja are expected to spend 100 percent of their working time on their duties as members of the Executive Board, whereas Mr. Adamson is expected to spend approximately 50 percent of his working time on his duties as a member of the Executive Board. As members of the Board of Directors have recently been appointed no payment has been made in their current positions. However, all members of the Board of Directors, except for Mr. Joakim Helenius who is appointed by Trigon Advisors pursuant to the Advisory Agreement, will receive EUR 10,000 per annum in compensation for serving as a member of the Board of Directors, which is the same fee they received as members of the previous Supervisory Board. The Company has not entered into service agreements with the members of the Board of Directors. Mr. Joakim Helenius, Mr. Pertti Laine and Mr. Erkki Myllärniemi indirectly hold shares in Trigon Agri, as set out in the table above. Pensions and benefits Trigon Agri has not set aside or accrued any amount to provide for pension, retirement or similar benefits to any director. Mr. Raul Toomsalu‟s service agreement may be terminated on the giving of notice to the other party of: (i) 30 days, if the agreement is terminated before 30 September 2014; (ii) 60 days notice if the agreement is terminated between 1 October 2014 and 30

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September 2019 and (iii) 90 days notice if the agreement is terminated after 1 October 2019. If Trigon Agri terminates Mr. Toomsalu‟s service agreement he is entitled to two months‟ remuneration after the expiry of his notice period if he is dismissed before 30 September 2011, and three months‟ remuneration after the expiry of his notice period if he is dismissed after 1 October 2011. There is no obligation for Trigon Agri to give notice as stated above or to pay severance pay if Mr. Toomsalu‟s commits a breach against the service agreement. The Company is not obliged, and does not, pay pensions in any country in which it operates. No member of the Board of Directors or any senior executive has a service contract with the Company providing for benefits upon termination of his appointment. Other information regarding the Board of Directors and senior executives No person on the Board of Directors or the Executive Board has been convicted of any acts of fraud or deception in the last five years. In addition to the aforementioned, there exists no indication that these persons have been involved in any bankruptcy, liquidation or receivership in the last five years other than specifically stated herein. Neither does there exist any indictment or sanction against these persons, and none of them have been forbidden by a court of law from being a member of a company‟s administration, management or monitoring unit or from having management or senior responsibilities in a company in the last five years. None of the directors has a private interest that may be in conflict with the interests of Trigon Agri. A number of board members are likely to have financial interests in Trigon Agri through their current holdings of shares and warrants in Trigon Agri. No person on the Board of Directors or the Executive Board has any family links to any other board member or senior executive. Auditor The auditor of the Company is, and has been since 2007, PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab, Strandvejen 44, DK-2900, Hellerup, Denmark. Niels Jørgen Lodahl, State Authorised Public Accountant, and Tue Stensgård Sørensen, State Authorised Public Accountant are appointed auditors in charge.

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Relationship with Trigon Capital and Trigon Advisors Founded in 1994, Trigon Capital is an independent asset management company headquartered in Tallinn, Estonia. Trigon Capital has more than EUR 750 million in assets under its management. Trigon Capital‟s alternative investment unit focuses on areas such as information technologies, real estate and commercial agriculture. Trigon Capital established the Group in May 2006 to invest in farming in Russia, Ukraine and Estonia. Prior to establishing the Group, Trigon Capital obtained agricultural turn-around experience from AS Trigon Baltic Farming, which Trigon Capital has managed since 2003. Trigon Capital has several owners; Joakim Helenius (chairman of the Board of Directors of Trigon Agri), Thominves Oy (controlled by the Jouhki family), Hermitage & Co (controlled by the Fagernäs family), Timo Jouhki and Sakari Kivisaari. For further information on Trigon Capital, see its website www.trigoncapital.com. AS Trigon Baltic Farming acquired eight former collective farms in Estonia with a combined land size of 2,500 hectares and has in, four years, turned them into one of the ten best performing dairy farming operations in Estonia by productivity. Trigon Agri uses the experience from AS Trigon Baltic Farming as a benchmark for its own operations, and several Estonian members of Trigon Agri‟s management have farming turn-around experience from AS Trigon Baltic Farming. Two out of three members of the Executive Board of Trigon Agri are provided by Trigon Advisors to Trigon Agri pursuant to an Advisory Agreement, details of which are set out below, with only the CEO Executive Board member being directly employed by Trigon Agri. Accordingly Trigon Agri relies, to a large extent, on the services of Trigon Advisors. The operational subsidiaries of Trigon Agri have their own everyday management but rely on Trigon Advisors for strategic, financial and investment management. Advisory Agreement with Trigon Advisors Trigon Agri entered into the Advisory Agreement with Trigon Advisors on 25 October 2010. This agreement replaced an earlier advisory agreement between Trigon Capital and Trigon Agri entered into on 10 May 2007. The advisory agreement entered into on 10 May 2007 replaced, on its part, an earlier advisory agreement between Trigon Capital and Trigon Farming AS (“Trigon Farming”), the parent company of the Group until April 2007. Trigon Capital assigned that advisory agreement to its wholly-owned subsidiary ("Trigon Advisors") on 17 March 2008. This assignment was part of a group-wide reorganisation decided by the supervisory board of Trigon Capital in September 2007, where the advisory and fund management operations of Trigon Capital were transferred into industry-specific subsidiaries specialising in a particular area of business. The Advisory Agreement was entered into to take into account the change in corporate governance in Trigon Agri (the removal of the supervisory board), and to allow for the reduction of the advisory fee payable by Trigon Agri to Trigon Advisors. The reduction was necessary as the chief executive officer of Trigon Agri shall, from 25 October 2010 be remunerated directly by Trigon Agri. A copy of the Advisory Agreement can be found on www.trigonagri.com. Pursuant to the Advisory Agreement, Trigon Advisors is the exclusive provider of strategic management services and general management services to Trigon Agri, including strategic and financial management, structuring of land and farm acquisitions and designing financing solutions. Among the specific services provided by Trigon Advisors are to: (i) identify, source, evaluate, structure, negotiate and recommend investment opportunities and prepare investment proposals on investment opportunities falling within the investment strategy of Trigon Agri; (ii) identify, source, evaluate, structure, negotiate and recommend divestment opportunities and prepare divestment proposals; (iii) engage external service providers such as lawyers and tax advisors to evaluate investment and divestment opportunities and to provide other related services at Trigon Agri‟s expense; (iv) use its reasonable commercial efforts to participate in the growth of companies acquired for the investment purposes of Trigon Agri including, where it deems appropriate, participating in and advising on the appointment of members to the Executive Board or Board of Directors or a similar organ of those companies or a holding company thereof, or by otherwise co-operating with the management of companies acquired for investment purposes to the extent deemed reasonable by Trigon Advisors; (v) monitor the investments of Trigon Agri; (vi) arrange the engagement of auditors and bookkeeping services for and at the expense of Trigon Agri; (vii) prepare certain reports as set forth in the agreement and (viii) assist in borrowing such amounts as Trigon Agri may deem appropriate. Trigon Advisors may use sub- advisors and other service providers in providing these services to Trigon Agri. For example, the Velikie Luki Agricultural University in Russia is advising the Group‟s St Petersburg cluster. The Advisory Agreement limits Trigon Agri‟s activities by requiring consultation between Trigon Advisors, the Board of Directors and the Executive Board prior to: (i) the Executive Board causing Trigon Agri to directly or indirectly make any investment or to realise any investments in excess of EUR 150,000, unless previously accepted by the Board of Directors in Trigon Agri‟s investment plan; (ii) defining or redefining the investment strategies of Trigon Agri from time to time or setting more detailed policies or restrictions,

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and (iii) borrowings by Trigon Agri or a company through which Trigon Agri has made or holds its long-term investments, for the purposes of leveraging the investment activities of such companies and which are in excess of EUR 150,000. Under the Advisory Agreement, Trigon Advisors is entitled to appoint its representatives as members of the Board of Directors or the Executive Board of Trigon Agri and as general manager. Trigon Advisors is to ensure that at least three of its representatives are available for such appointment and may instruct such representatives to cause the same or other representatives of Trigon Advisors to be appointed as members of the Executive Board (or similar bodies) in holding companies. Trigon Advisors are free to render similar services, as the one's provided to Trigon Agri, to third parties (provided that its ability to provide the services to Trigon Agri in not materially adversely affected) and to retain fees payable thereby. Trigon Advisors does not have any duty to disclose any fact or thing to Trigon Agri which comes to its notice in the course of rendering similar services to others, otherwise than in the course of providing the services to Trigon Agri. Trigon Advisor shall promptly advise the Board of Directors of any actual situations where the interests of Trigon Advisor and Trigon Agri conflict. No Director in the Executive Board or the Board of Directors (or director of any subsidiary or related party) representing Trigon Advisors may directly or indirectly be involved in any activity, including activities that are part of Trigon Advisors activities, which compete with Trigon Agri, save as such activities as are related to AS Trigon Baltic Farming. Advisory fee In exchange for the advisory services, Trigon Agri pays Trigon Advisors an advisory fee: (i) with respect to each quarter until and including the second quarter of 2011 (12 months), 0.425 percent of the fee base as of the first day of such quarter; and (ii) with respect to each quarter after and including the third quarter of 2012 and until the termination of the agreement, 0.3875 percent of the fee base as of the first day of such quarter. However, such quarterly fee shall be reduced by one fourth of any compensation or bonuses to representatives of Trigon Advisor acting as CEO, members of the Executive Board or the Board of Directors paid by Trigon Agri. The quarterly fee shall also be reduced for services provided and invoiced directly to any subsidiary of Trigon Agri. The fee base computation and the actual advisory fee computation are reviewed by the Company‟s auditor on a quarterly basis at the beginning of each specific calendar quarter. Fee base means, at any point in time and as reasonably determined by Trigon Advisors, the higher of: (i) total contributions to the equity of the Company by its shareholders (whether through subscription of shares and whether such subscription is paid for in cash or through a contribution in kind and including any premium paid for shares), and for these purposes the shares subscribed in connection with the share swap shall be deemed to comprise a contribution in the equity of the Company in the amount of EUR 19,450,431.45; and (ii) the total value of consolidated assets of the Company excluding cash and cash equivalents valued at cost (i.e. disregarding any depreciation or increase in the value of such assets). In addition to the advisory fee pursuant to the advisory agreement of 10 May 2007, Trigon Capital received warrants (the "Warrants") to purchase shares in connection with the private placement in May 2007. These Warrants were agreed upon in the shareholders agreement established in connection with the formation of Trigon Farming and the services were fully provided as of the date of the shareholders‟ agreement. The current manager, Trigon Advisors received Warrants in connection with the secondary offering as a performance-based incentive for managing the Group and it is the intention of Trigon Capital that the manager will receive a similar performance-based incentive for each successful fundraising of the Group. The terms and conditions of the Warrants are included in the Articles of Association and a summary is set out at “The share and ownership structure – Warrants”. In May 2007, Trigon Capital received Warrants (the "2007 Warrants") to purchase 14,906,516 shares, which equalled approximately 25 percent of the aggregate number of shares outstanding immediately after the private placing completed on 17 May 2007. Trigon Advisors also received further Warrants (the "2008 Warrants") to purchase 17,500,000 shares, which together with the 2007 Warrants, equalled approximately 25 percent of the aggregate number of shares outstanding immediately after the offering. The number of Warrants will be subject to adjustment in the event of a share split or bonus issue in the Company. Under the Articles of Association, the Board of Directors of Trigon Agri is authorised to issue warrants free of charge entitling Trigon Advisors to subscribe for shares in the Company for up to 26,250,000 shares. If issued, these warrants, together with the 2007 and 2008 Warrants, equal to approximately 36 percent of the aggregate number of shares outstanding. The authorisation shall be effective until the end of 2012. Any warrants issued by the Board of Directors based on the authorisation may be exercised on to the same terms and conditions as the 2008 Warrants. The shareholders of the Company shall have no pre-emption right in connection with the issue of warrants according to this authority, as the warrants shall be issued in favour of Trigon Advisors. There is no commitment to issue any further warrants.

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Corporate governance Introduction Trigon Agri currently has a two-tier governance structure consisting of an Executive Board (including the CEO) and a Board of Directors, in accordance with Danish corporate law. Previously the Company had a Supervisory Board, however, as at 8 October 2010 this Supervisory Board was dissolved and its members were elected by the general meeting to the Board of Directors. The previous Board of Directors was also dissolved and on 13 October 2010 the Board of Directors appointed the members of the Executive Board. The details of Trigon Agri‟s current corporate governance regime are described in this section. Despite the absence of any Danish law requirement to apply the Danish Recommendations on Corporate Governance (“Code”), the Board of Directors and Executive Board (together the “Boards”) feels strongly about sound corporate governance and applies the Code within Trigon Agri. Trigon Agri is of the opinion that there are no fundamental differences between the Code and the Swedish Corporate Governance Code. The principles of corporate governance in Trigon Agri are described below and governed by the Articles of Association, applicable laws, the Code, Rules of procedure for both of the Boards, exchange requirements and market practice. Specific reference is made to any areas in which Trigon Agri deviates from the Code, as is required by the „comply or explain‟ principle in the Code. It is the Trigon Agri‟s declared intention to secure that the standards and principles of good corporate governance will be adhered to at all times. In this respect, the Boards will actively seek to uphold a constructive dialogue with the Company‟s shareholders and other stakeholders. The governance of Trigon Agri is attended to by: • The General Meeting of Shareholders • The Board of Directors • The Executive Board Trigon Advisors provides management advisory services to the Company (see "Relationship with Trigon Capital and Trigon Advisors – Advisory Agreement with Trigon Advisors").

Two-Tier Governance Structure According to Danish law, in addition to the general meeting, there should be a two-tier governance structure in a public listed Company. The form used by Trigon Agri comprises the Executive Board and the Board of Directors, which together manage the Company. Each of these is described below. General Meeting The General Meeting of Shareholders has supreme authority in all matters and things pertaining to the Company subject to the limits set by statute and by the Articles of Association. Any share carries one vote in the General Meeting of Shareholders. The members of the Board of Directors and the auditor are elected by the General Meeting of Shareholders. Board of Directors According to the Articles of Association, the Board of Directors shall consist of three to six members elected by the General Meeting of Shareholders. At present, the Board of Directors consists of five members. In accordance with the Code, at least half of the members must be independent of the company, management and shareholders, and this requirement is fulfilled by Trigon Agri having three independent members of the Board of Directors. In accordance with the Code the elected members of the Board of Directors are appointed to hold office for one year and thus the election term expires at the annual General Meeting following the election. The Board of Directors shall have a Chairman, which they shall elect from among their members. Members of the Executive Board may not be appointed chairman. A Board meeting shall constitute a quorum when more than half the directors are present. Resolutions by the Board of Directors shall be passed by a simple majority of votes. In case of an equality of votes, the Chairman shall have the casting vote. The Board of Directors has drawn up rules of procedure governing the performance of its duties. Minutes of Board meetings shall be entered in a minute book and shall be signed by the directors present. The Board of Directors has the overall responsibility of managing the Company and in accordance with Danish law, appoints and is responsible for the Executive Board.

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The Board of Directors is the highest level of the management structure, which primary functions are to be responsible for the overall and strategic management as well as decision outside of the day-to-day management, i.e. decisions of unusual nature or of major importance. The Board of Directors will arrange for the proper organisation of the activities of Trigon Agri, and will ensure that the keeping of accounts and the administration of property are carried out in a satisfactory way. In addition to this, the Board of Directors will approve transactions which, considering the position of Trigon Agri, are of an exceptional nature or of great importance, regardless of the fact that such transactions might otherwise fall under the Executive Board‟s duties. According to the Danish Companies Act the Board of Directors must, in addition to performing overall management duties and strategic management duties and ensuring proper organisation of Trigon Agri‟s business, ensure that: 1. the bookkeeping and financial reporting procedures are satisfactory, having regard to the circumstances of the Company; 2. adequate risk management and internal control procedures have been established; 3. the Board of Directors receives ongoing information as necessary about the Company's financial position; 4. the Executive Board performs its duties properly and as directed by the Board of Directors; and that 5. the financial resources of the Company are adequate at all times, and that the Company has sufficient liquidity to meet its current and future liabilities as they fall due. The Company is therefore required to continuously assess its financial position and ensure that the existing capital resources are adequate. According to the rules of procedure for the Board of Directors, the Board of Directors shall instruct the Executive Board to submit all major decisions, including decisions not related to day-to-day management, to it for its consideration and determination. Such decisions may only be made by the Executive Board where awaiting a board resolution would have a materially adverse effect on the Company's business, in which case the Executive Board shall notify the Board of Directors of the decision made as soon as possible. The Company is bound by the joint signatures a member of the Board of Directors together with a member of the Executive Board or by the joint signatures of two members of the Executive Board or by the signatures of all members of the Board of Directors. Executive Board According to the Articles of Association, the Board of Directors shall appoint an Executive Board consisting of one to three members to be responsible for the day-to-day operations of the Company. One of the managers of the Executive Board shall be appointed the CEO. The Executive Board shall be responsible to the Board of Directors for managing the Company in accordance with applicable law in force from time to time, the Company's articles of association, the Rules of Procedure of the Board of Directors and the Management Instructions. The Chairman of the Board of Directors is not eligible to be appointed to the Executive Board. The CEO of the Executive Board shall also be the chairman of all meetings of the Executive Board. The CEO shall allocate the duties as between the members of the Executive Board and shall be responsible for liaising with the Board of Directors, and for carrying out its directions. The Executive Board is not entitled to enter into transactions of an exceptional nature or of material importance without consulting the Board of Directors. Further, the CEO must ensure, amongst other things, that the keeping of the Company‟s books and accounts is performed in compliance with the rules of the law, and that the administration of property is carried out satisfactorily. The CEO must also ensure that the financial resources of the Company are adequate at all times, and that the Company has sufficient liquidity to meet its current and future liabilities as they fall due. A description of the duties and responsibilities of the Executive Board shall be prepared by the Board of Directors specifying, among other things, the organization of the Executive Board, including the separate and overall responsibilities of the CEO, the procedures for its reporting to the Board of Directors, for its communication with the Board of Directors and for evaluation of its work. The Board of Directors shall ensure that this description of the duties and responsibilities of the Executive Board be reviewed not less than once annually. The Board of Directors shall determine the terms of service and approve the service contracts of the Executive Board. According to the Advisory Agreement, the parties have undertaken to ensure that person(s) nominated by Trigon Advisors are appointed as members of the Executive Board and that such members from time to time may be replaced by such persons as Trigon Advisors may designate. However, Raul Toomsalu is employed directly by Trigon Agri and not pursuant to the Advisory Agreement.

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Committees of the Board of Directors In the autumn of 2010, the Board of Directors established three committees: the Audit Committee, the Nomination Committee and the Remuneration Committee.

Audit Committee The responsibilities of the Audit Committee include: (i) reviewing significant accounting and reporting issues and to understand their impact on financial reports; (ii) giving recommendations to the Board of Directors prior to the release of the interim reports, annual reports and preliminary results‟ announcements whether these should be approved by the Board of Directors; (iii) assisting the Board of Directors with the oversight of the financial reporting process; and (iv) reviewing, on an annual basis, the performance of the external auditors. Trigon Agri‟s Audit Committee consists of Ilkka Salonen (Chairman), Pertti Laine and Erkki Myllärniemi. The members of the Audit Committee shall be appointed by the Board of Directors and among its members. The Chairman of the Board of Directors may not be appointed as Chairman of the Audit Committee. The Audit Committee shall consist of two to three members. At least half of the members shall be independent of Trigon Agri and its subsidiaries and shall have competence in accounting or auditing and all members of the Audit Committee must possess relevant financial expertise and experience. The Audit Committee shall meet as frequently as the Chairman of the Audit Committee deems necessary, but it should be at least twice a year. Other members of the Board of Directors, the Executive Board or relevant employees may also be requested to attend meetings of the Audit Committee.

Nomination Committee The Nomination Committee‟s duties include: (i) identifying and recommending members to the Board of Directors and Executive Board to the Board of Directors; (ii) evaluating the structure, size, composition and performance of the Board of Directors and Executive Board and to propose any changes in this respect to the Board of Directors; and (iii) considering proposals submitted by relevant persons for candidates for executive positions. The Nomination Committee shall consist of two to four person and at least half of its members shall be independent of Trigon Agri and its subsidiaries. The members of the Nomination Committee shall be appointed by the Board of Directors and among its members, The Board of Directors may remove or replace any member of the Nomination Committee at any time, with or without cause. The Nomination Committee consists of Joakim Helenius (chairman), Pertti Laine, Erkki Myllärniemi and René Nyberg.

Remuneration Committee The members of the Remuneration Committee shall be appointed by the Board of Directors and among its members. The Remuneration Committee shall consist of two to three members and the Chairman of the Board of Directors shall always be the Chairman of the Remuneration Committee. The Board of Directors may remove or replace any member of the Remuneration Committee at any time, with or without cause. At least half of the members shall be independent in relation to Trigon Agri and its subsidiaries. Trigon Agri‟s Remuneration Committee consists of Joakim Helenius (chairman), Erkki Myllärniemi and René Nyberg. The Remuneration Committee shall convene as often as considered necessary by the Chairman of the Committee and at least once a year. The Remuneration Committee‟s duties include to make proposals to the Board of Directors, prior to approval at the general meeting, on the remuneration policy and the principles of the incentive pay schemes for the Board of Directors and the Executive Board as well as to make proposals to the Board of Directors on remuneration for members of the Board of Directors and the Executive Board and to ensure that the remuneration is consistent with Trigon Agri‟s remuneration policy and and the evaluation of the performance of the persons concerned. Resolution of differing opinions between Trigon Agri and Trigon Capital The Advisory Agreement between Trigon Agri and the Trigon Capital is an ordinary services provision agreement. Trigon Capital as the services provider follows the instructions and orders given by Trigon Agri. In the event that the management of Trigon Agri and Trigon Capital have dissenting opinions on how to conduct the business of the Group or in case, for example, Trigon Agri does not agree with certain investment recommendations given by the Trigon Capital, the Board of Directors is under no obligation to consider Trigon Capital‟s opinion or to follow its recommendations. According to the

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Advisory Agreement, Trigon Capital‟s primary role is the provision of non-mandatory strategic management advice and investment recommendations subject to possible investment objectives and restrictions set by the Board of Directors. Furthermore, the duties of Trigon Capital do not extend to making decisions on behalf of the Company nor shall anything in the Advisory Agreement result in Trigon Capital being deemed to be an agent of the Company for any purpose. Accordingly, Trigon Capital does not have any power or authority to make or purport to make investment decisions or enter into any transactions on behalf of or in any other way to bind the Company. The Advisory Agreement states that at least three representatives of Trigon Capital shall be available to be appointed as members of the Executive Board and the Board of Directors and may participate in the decision-making by the Company, it being acknowledged that such persons shall make decisions as members of the Executive Board and Board of Directors of the Company in accordance with the best interests of the Company, as required by Danish company law. The Company is subject to the Danish Companies Act and Articles of Association and it is ultimately for the shareholders to appoint and recall the members of the Board of Directors. Accordingly, should there be any differences in opinion between Trigon Agri and Trigon Capital, the ultimate responsibility for decisions lies with the Executive Board of Trigon Agri.

Internal control The Executive Board is responsible for the organisation and administration of the Company, which includes establishing an effective system of internal control. Internal control in this context refers to those measures taken by the Executive Board, the senior executives and other personnel to ensure that the bookkeeping and the Company‟s financial condition in general are controlled and reported upon in a reliable fashion and in compliance with relevant legislation, applicable accounting standards and other requirements related to the Company‟s listing on the exchange. In order to ensure that the organisational structure, chain of command and authority are well defined and clearly communicated, the Company has prepared written instructions and formal routines for division of labour between the Executive Board, the Board of Directors, the management and other personnel. The Executive Board has established general guidelines for the Company‟s activities in internal policies, manuals and codes. Controls have also been carried out to ensure that the IT-/computer systems involved in the reporting process support a sufficiently high dependability for its task. The Company has established fixed routines and invested in reliable technical applications to guarantee a fast and reliable way of sharing information throughout the organisation. Internal policies and general guidelines for financial reporting are communicated between the Executive Board, the Board of Directors, senior executives and other personnel through regular meetings and e-mails. Information policy The Executive Board has adopted an information policy, which regulates the Company‟s communication of internal and external information. The policy applies to all parts of the organisation, to all countries and at all times. Information shall be provided using direct as well as indirect means. The means of communications include website postings, press releases, interim and annual reports, prospectuses, public conference calls, interviews to specialised and general media and investor analysts, as well as participation in public meetings. In order to ensure reliability and consistency of information provided, only corporate staff designated as spokespersons for the Company are authorised to speak to the media on behalf of the Company. However, the Company will not restrict public disclosure of information, except where the information is of a commercially sensitive or confidential nature, and is otherwise not required to be disclosed. All reports and press releases are published on the Company‟s website www.trigonagri.com immediately after proper publication through its news distributor, currently NASDAQ OMX. Insider policy Trigon Agri has adopted an insider policy as complement to the applicable insider legislation and exchange regulations in order to satisfy the Company‟s obligation to prevent unlawful trading by persons related to Trigon Agri and hence to avoid the severe consequences associated with violations of the relevant insider trading laws and regulations. Further, the insider policy ensures that the Company‟s insiders are aware of the obligations with respect to reporting authorised trading and with respect to speculative trading. The adopted insider policy is also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with Trigon Agri (not just so-called insiders). The insider policy stipulates which financial instruments and which persons are covered by the policy, when disclosure of insider information is prohibited, that manipulation of share prices is prohibited, when trade in such financial instruments is prohibited, and which types of transactions in such financial instruments are prohibited. The insider policy also contains guidelines on the internal insider register that shall be kept by the Company in accordance with applicable listing rules.

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The share and ownership structure The share

Share information

Official listing: OMX NASDAQ First North Market Place in Stockholm

Certified advisor: SEB Enskilda

Form of listing: Common stock

Round lot: 1

Sector: Agricultural Products

Exchange ISIN: DK0060083566

Shortname: TAGR

Reuters ticker: TAGR.ST

Bloomberg ticker: TAGR:SS

Shareholder’s rights Pursuant to the Company's Articles of Association, a shareholder is entitled to one vote for each nominal share amount of EUR 1.00 at the Company's general meetings. If the general meeting of the Company resolves to effect a cash increase of the share capital, the shareholders will generally have a pre-emptive right if the share capital of a company is increased by cash payment. However, the pre-emptive right may be derogated from by a majority comprising at least two-thirds of the votes cast and the share capital represented at the general meeting. The exercise of pre-emptive rights may, however, be restricted for shareholders resident in certain jurisdictions, including but not limited to the United States, Canada, Japan and Australia. None of the Company's shares carry any conversion rights or any redemption rights. Under Danish law the Company's assets may only be distributed to its shareholders: 1. as dividends, based on the latest adopted financial statements; 2. as extraordinary dividends; 3. in connection with capital reductions; or 4. in connection with dissolution of the Company. Regardless, the Board of Directors is responsible for ensuring that distributions do not exceed a reasonable amount having regard to the Company's financial position and, for parent companies, the group's financial position, and that no distribution is made to the detriment of the Company or its creditors. In the event of a solvent liquidation of the Company, the shareholders are, pursuant to the general rules of Danish law, entitled to participate in the distribution of assets in proportion to their nominal shareholdings after payment of the Company's creditors.

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Share price development since listing 200 14,000 180 Initial listing Follow-on 12,000 EUR 1.25 offering 160 volume, thousand)(Daily EUR 1.50 140 10,000 120 8,000 100 6,000 80

60 4,000 (Shareprice,indexed) 40 2,000 20 0 0 May-07 Feb-08 Nov-08 Aug-09 May-10 OMX First North Allshare (l.h.) TAGR share price (l.h.) TAGR volume (r.h.) The share was denominated in euro until May 2010, as the trading and settlement currency was changed to Swedish kronor

Share capital The Company‟s shares are listed on NASDAQ OMX First North since 18 May 2007. Following a change in the trading and settlement currency to Swedish kronor from euro, the shares are denominated in Swedish kronor as of 10 May 2010. As at the date of this Prospectus, Trigon Agri‟s registered share capital is EUR 129,627,000 divided into 129,627,000 authorised, fully paid and issued shares with a nominal value of EUR 1.00 each. Trigon Agri shares are registered in book-entry form in the Danish Central Register of Securities (as maintained by VP Securities Services, address Helgeshøj Alle 61, P.O. Box 20, DK-2630 Taastrup) under the identification number (ISIN code) DK0060083566. The trading code of the shares in the First North trading system is TAGR. Free transferability of Trigon Agri shares has not been restricted in the Articles of Association, nor are shares subject to any transfer restrictions other than those described in this Prospectus.

Change in Change in Quota value share capital Total share number of Total number Issue price Year Item (EUR) (EUR) capital shares of shares (EUR)

Company 2006 1.00 67,018 67,018 67,018 67,018 1.00 registration

20071) Share issue 1.00 85,133 152,151 85,133 152,151 1.00 20072) Share swap 1.00 19,475,328 19,627,479 19,475,328 19,627,479 1.00

20073) Share issue 1.00 40,000,000 59,627,479 40,000,000 59,627,479 1.25 2008 Share issue 1.00 70,000,000 129,627,479 70,000,000 129,627,479 1.50

1) On 30 March 2007, the existing shareholders of the Estonian investment company Trigon Farming subscribed 152,151 shares of Trigon Agri A/S with a par value of EUR 1.00 per share. The payment in the amount of EUR 152,151 for the subscribed shares was made in cash. 2) On 2 April 2007, the Group issued 19,475,328 new ordinary shares with a par value of EUR 1.00 per share, which were subscribed by the existing shareholders of the Estonian investment company Trigon Farming. For the subscribed shares the existing shareholders paid with a non-monetary payment. The non-monetary payment consisted of contribution in kind of Trigon Farming 152,151 shares and 2,890,969 loan-notes/certificates of subscription valued at EUR 19,475,000 in total, representing all outstanding shares and subordinated loan-notes/certificates of subscription in Trigon Farming.

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3) On 10 May 2007, the Group issued 40,000,000 new shares with a par value of EUR 1.00 per share in accordance with the resolution at the extraordinary shareholder‟s meeting. The new investors subscribed all 40,000,000 shares at the price of EUR 1.25 per share. The payment for the subscribed shares was made in cash.

Ownership

Major shareholders as at 30.06.2010 No of shares Holdings in percentage of capital/votes

SWEDBANK*1 12,979,905 10.0% BNP PARIBAS SECURITIES1 12,847,682 9.9% BEARSERVICES STERNS SA 12 & CO. 1 12,790,190 9.9% SIX SIS AG W8IMY1 9,962,185 7.7% UNITED BANKERS SECURITIES OY1 9,084,389 7.0% FIM BANK LTD1 7,393,000 5.7% INVESCO FUNDS 7,384,641 5.7% ALECTA PENSIONSFÖRSÄKRING 6 6,430,000 5.0% EQB/SAXESS CLIENT1 6,203,844 4.8% BGL BNP AG W8IMY1 6,180,483 4.8% OTHER 38,371,160 29.6% TOTAL 129,627,479 100.0%

* Includes Trigon Capital ownership totalling 10,118,334 shares (7.8%) 1Certain holdings are held as nominees

Number of shares per owner No of holders Holdings in percentage of capital/votes

0 – 5,000 433 0.6% 5,001 – 10,000 111 0.8% 10,001 – 20,000 73 0.9% 20,001 – 50,000 39 1.1% 50,001 – 100,000 19 1.1% 100,001 – 500,000 30 5.3% 500,001 – 1,000,000 12 6.6% 1,000,001 – 18 83.6% TOTAL 735 100.0%

Trading in Trigon Agri’s share On 27 January 2010, the Group sold all of its 12,857,000 treasury shares representing 9.79 percent of the share capital of the Company. The sale was executed by Öhman Fondkommission. The shares were sold to Swedish institutional investors at a price of EUR 0.765 per share yielding total proceeds for the Group of EUR 9.6 million (the original acquisition cost of the shares was EUR 5.8 million). The sale of own shares was done as part of the Group‟s efforts to broaden its shareholder base with institutional investors. Following the sale, the Group no longer holds any own shares.

Liquidity provider agreement To support liquidity, Trigon Agri has assigned Öhman Fondkommission to act as liquidity provider for the Company‟s share. The Company has concluded a liquidity provider agreement with Öhman Fondkommission to reduce the spread between buy and sell prices in order to facilitate trading in the shares. Öhman Fondkommission will, in its capacity as liquidity provider, ensure buy and sell

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volumes of SEK 30,000 each in trading on NASDAQ OMX Stockholm. The buy and sell prices offered by Öhman Fondkommission at any given time may differ from each other by a percentage of no more than four percent of the offered sell price. Warrants Trigon Capital received Warrants to purchase shares in connection with the private placement in May 2007. These Warrants were agreed upon in the shareholders agreement established in connection with the formation of Trigon Farming and the services were fully provided as of the date of the shareholders‟ agreement. The current manager, Trigon Advisors, received Warrants in connection with the secondary offering as a performance-based incentive for managing the Group and it is the intention of Trigon Capital that the manager will receive a similar performance-based incentive for each successful fundraising of the Group. The terms and conditions of the Warrants are included in the Articles of Association. In May 2007, Trigon Capital received Warrants (the "2007 Warrants") to purchase 14,906,516 shares, which equalled approximately 25 percent of the aggregate number of shares outstanding immediately after the private placing completed on 17 May 2007. Trigon Advisors received further Warrants (the "2008 Warrants") to purchase 17,500,000 shares, which together with the 2007 Warrants, equal to approximately 25 percent of the aggregate number of shares outstanding. The number of Warrants, received at any time, will be subject to adjustment in the event of a share split or bonus issue in Trigon Agri. If exercised, the aggregate amount of all of the currently outstanding warrants will constitute 18,77 percent of the total issued, fully diluted, share capital of Trigon Agri. The Board of Directors is authorised to issue additional 26,250,000 warrants to Trigon Advisors under the Articles of Association, If issued, these warrants, together with the 2007 and 2008 Warrants, equal to approximately 36 percent of the aggregate number of shares outstanding and constitute 30.24 percent of the total issued, fully diluted, share capital of Trigon Agri. Any warrants issued by the Board of Directors based on this authorisation may be exercised by Trigon Capital under the same terms and conditions as the 2008 Warrants. There is no commitment for the Board of Directors to issue any further warrants.

Terms of the Warrants issued in 2007 The Warrants issued in 2007 entitle their holder to subscribe for new shares in six tranches. The 2007 Warrants are summarised in the following table:

EUR Hurdle as percentage Tranche Exercise window Number of Shares Strike Price of Strike Price

Tranche 1 30.04−31.05.2010 2,453,258 1.24 -

Tranche 2 30.04−31.05.2011 2,453,257 1.31 -

Tranche 3 30.04−31.10.2010 2,500,000 1.25 152%

Tranche 4 30.04−31.10.2011 2,500,000 1.25 175%

Tranche 5 30.04−31.10.2012 2,500,000 1.25 201%

Tranche 6 30.04−31.10.2012 2,500,000 1.25 249%

Each of the 2,453,258 Warrants in the first tranche gives the right to subscribe for one share at a subscription price of EUR 1.24 per share and can be exercised at any time between 30 April and 31 May 2010. None of the first tranche was exercised and accordingly these are now null and void. Each of the 2,453,257 Warrants in the second tranche gives the right to subscribe for one share at a subscription price of EUR 1.31 per share and can be exercised at any time between 30 April and 31 May 2011. Under the terms and conditions of the Warrants, the Warrants in the third, fourth, fifth and sixth tranches entitle their holder to subscribe a further 10,000,000 shares divided equally between these four tranches, for a subscription price of EUR 1.25 (which was the offer price for the shares issued in the private placement in May 2007). Warrants in the third-sixth tranches can be exercised only when the sum of the share price (as a weighted average) and the total return on the investment of the shareholders of Trigon Agri since the private placement completed in May 2007 (divided by the total number of shares) has exceeded a specified threshold for 20 trading days during the exercise period. The threshold for the third tranche is EUR 1.90 (representing 152 percent of the offer price in the private placement of May 2007), EUR 2.1875 for the fourth tranche (175 percent) EUR 2.5125 for the fifth tranche (201 percent) and EUR 3.1125 for the sixth tranche (249 percent). None of the third tranche was exercised as the requirements described above were not met during the exercise period.

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The fourth, fifth and sixth tranches also include any Warrants that the warrant holder has been unable to exercise in any of the earlier of the third, fourth or fifth tranche. As at the date of this Prospectus, the total number of outstanding warrants is 29,953,257. In addition, any Warrants outstanding can be exercised at any time within six months of the Board of Directors of Trigon Agri becoming aware of an impending mandatory bid for all the shares in Trigon Agri. In this eventuality, the subscription price for any Warrants in the first and second tranche will be equal to EUR 1.04 per share added with six percent annual compounded interest from 30 April 2007, and the subscription price for any Warrants in the third, fourth, fifth and sixth tranches will be equal to the offer price in the private placement completed in May 2007. However, in this eventuality, any Warrants in the third, fourth, fifth and sixth tranches can be exercised only if the share price (as a weighted average) has exceeded the offer price in the private placement completed in May 2007 added with 15 percent annual compounded interest since 30 April 2007 for 20 trading days since the beginning of the exercise period.

Terms of the Warrants issued in 2008 The 2008 Warrants entitle their holder to subscribe for 17,500,000 shares divided equally between four tranches. For greater clarity, these tranches are referred here with a running number following the 2007 Warrants, so that the 2008 Warrants divide into the seventh, eighth, ninth and tenth tranche. The eighth, ninth and tenth tranches also include any Warrants that the warrant holder has been unable to exercise in any of the earlier tranches of 2008 Warrants. 2008 Warrants can be exercised only when the sum of the share price (as a weighted average) and the total return on the investment of the shareholders of Trigon Agri since the secondary offering (divided by the total number of shares) has exceeded the specified threshold for 20 trading days during the exercise period. The 2008 Warrants are summarised in the following table:

EUR Hurdle as percentage Tranche Exercise window Number of Shares Strike Price of Strike Price

Tranche 7 30.04−31.10.2011 4,375,000 1.50 152%

Tranche 8 30.04−31.10.2012 4,375,000 1.50 175%

Tranche 9 30.04−31.10.2013 4,375,000 1.50 201%

Tranche 10 30.04−31.10.2013 4,375,000 1.50 249%

In addition, any Warrants outstanding can be exercised at any time within six months of the Board of Directors of Trigon Agri becoming aware of an impending mandatory bid for all the shares in Trigon Agri. The warrants are non-transferable, except for transfers to (i) any associate of Trigon Capital; (ii) any person employed by or in the service of Trigon Capital or any of its affiliates and, at the time of the transfer resolution, participating in the provision of services under the Advisory Agreement with Trigon Agri; and (iii) any company or entity controlled by any person referred to in (ii).

Dividend policy The timing and amount of payments, if any, will be decided by the General Meeting of Shareholders on the basis of a proposal of the Board of Directors, which will depend upon the Company‟s future earnings, financial position, capital requirements and prospects, as well as other factors of the Board of Directors may deem relevant. The Group does not expect to pay dividends in near term future. Dividends not claimed by shareholders after three years are statute-barred pursuant to the Danish Limitations Act and are allotted to the Company. There are no dividend restrictions or special procedures for non-resident holders of shares.

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Legal matters and supplementary information General information on Trigon Agri

Name, place of registration, legal form The legal name of Trigon Agri is Trigon Agri A/S. Trigon Agri is a public limited company incorporated under the Danish Companies Act ("aktieselskabsloven") on 11 December 2006 under the name "KR 471 A/S", registered with the Danish Commercial Register under registration code 29801843. Trigon Agri has been established for an indefinite term.

Registered office Trigon Agri‟s registered office is at Kromann Reumert, Sundkrogsgade 5, DK-2100, Copenhagen, Denmark, telephone +45 70 12 12 11. Trigon Agri‟s principal place of business is Viru Väljak 2, Tallinn 10111, Estonia, telephone +372 667 9200.

Fields of activities Trigon Agri‟s fields of activities are to be a holding company and to indirectly manage and dispose of investments in the farming sector in Central and Eastern Europe. Trigon Agri does not intend to change its fields of activities.

Financial year The financial year of Trigon Agri runs from 1 January to 31 December.

Organisational structure Trigon Agri A/S, a company with limited liability incorporated under the laws of Denmark in December 2006, is the parent company of the Group. The parent company owns directly five subsidiaries, which are holding companies for the Group operations in Estonia, Ukraine and Russia. These holdings are: AS Trigon Farming (Estonia, 100 percent); TC Farming Russia Ltd. (Cyprus, 100 percent), TC Farming Ukraine (Cyprus, 100 percent), Arsetta Investments Ltd. (Cyprus, 100 percent) and Laxio Ltd. (Cyprus, 51 percent). TC Farming Russia and TC Farming Ukraine have both participations in their subsidiary companies in Ukraine and Russia due to the local legislation, which requires at least two shareholders. Laxio Ltd. has 100 percent ownership in the grain trading company in Ukraine. Further, TC Farming Ukraine owns shares of the Ukrainian elevators. All intermediary holding companies have members of the parent company‟s Board of Directors as members of the management board, who are responsible for the management of the respective companies. Transfer of funds from subsidiaries to Trigon Agri is not restricted. However, transfer of funds from Ukraine and Russia to intermediary holdings may be subject to restrictions in relation to foreign currency transactions due to the occasional limitations in local legislation. The Group is structured in multiple levels where the sub-holding companies hold the shares and give loans to their subsidiary companies. The parent company has 100 percent ownership in all sub-holding companies. Sub-holding companies have varying participation in subsidiaries due to specific requirements of the Russian and Ukrainian legislation to the ownership structure, but the Group always owns 100 percent or close to 100 percent of its subsidiaries. The joint venture agreement was amended on 5 August 2009, whereby the Group gained control over the joint venture companies, as a consequence hereof, have consolidated the joint venture companies since then according to IFRS. The Group also acquired 51 percent stake in a Swiss company United Grain S.A. in this process. Whereas the share acquired in the Company is more than 50 percent, the acquisition is treated as acquisition of an associate company due to the specifics of the joint venture agreement, as the Group has not attained control over the Company acquired. The diagram below represents the structure of the Group as at 30 June 2010. It should be noted that transactions which have taken place after 30 June 2010 are not included in the diagram but further described on page 88.

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Arsetta Investments Ltd. TrigonAgri A/S 51% Laxio Ltd. 51% TOV Ramburs Trigon (Cyprus) (Denmark) (Cyprus) (Russia)

51%

TC Farming Ukraine TC Farming Russia Trigon Farming AS United Grain Suisse Ltd. Ltd. (Estonia) S.A. (Cyprus) (Cyprus) (Switzerland) OOO Volga Grain 99% 8.49% (Russia) Kaiu LT OÜ VAT 85.7156% OOO Ljudmilovsky OOO Russian Agro (Estonia) 10.43% Novomirgorodsky Elevator Investors OOO Agroholding Elevator (Ukraine) (Ukraine) 1% (Russia) Moskovje Kärla PM OÜ 92.3272% (Russia) VAT Javkinsky OOO Trigon Eksport (Estonia) 54.93% Elevator (Ukraine) OOO Buguruslan (Ukraine) 90% Agro 1 99% Saare Farmer OÜ OOO Trigon Agro 2 OOO Rubezhnoje (Russia) (Estonia) 17.36% (Ukraine) (Ukraine) 10% OOO Buguruslan 90% 64.87% Agro 2 OAO TOV Kovjagovskoje Lindoria OÜ (Russia) Krasnokutskagrohim (Ukraine) (Estonia) 8.79% (Ukraine) 10% OOO Asekeevskoje 90% 90% (Russia) Kärla PÜ TÜ 99% 90% Eikla Agro OÜ (Estonia) OOO Kirovogradskaja OOO Agrokapital 10% (Estonia) Agroinvestitsionnaja Tsentr 10% OOO Pobeda 90% Kompanija (Ukraine) (Ukraine) (Russia)

55.583% 43.973% 0.444% OOO Agrokapital 10% OOO Pugatshovo 90% Tsentr (Russia) OOO Surskoi Krai OOO Sura Agro Kirovograd (Russia) (Russia) (Ukraine) 30.44% 69.35% 0.21% 10% OOO Novozhed- 90% OOO Agrokapital rinskoje Trentis Services Ltd. OOO Agro (Cyprus) (Russia) Tsentr Nikolajev (Russia) (Ukraine) 18.605% 80.581% 0.814% OOO Agrokapital 99% OOO Agroholding Tsentr Cherkassy (Russia) (Ukraine) OOO Dobruchi 2 OOO Dobruchi (Russia) Ferma 96.0845% (Russia) ZAO Rodina 1% OOO Stavagroprom (Ukraine) (Russia)

99% OOO OOO OOO Surskoje Zerno OOO Surskaja Niva Agroprombaza Agropromtechnika (Russia) (Russia) (Russia) (Russia) Hovertons Consulting Ltd. 90% OOO Trigon Farming 10% 99% (Cyprus) OOO Objedinjonnye Kharkov Agrarnye Sistemy (Ukraine) (Ukraine) 99% ZAT Vovtshansky OOO Surskie OOO Sura Invest PSP Kolos 1% ZAO FT-1 Kombinat Khlibo- Prostory (Russia) (Ukraine) (Russia) produktiv (Ukraine) (Russia)

99% OOO Agroperspektiva OOO Orenburg-1 OOO Trigon-Elevator OOO Agrofirma OOO Surskoje Pole (Ukraine) (Russia) (Ukraine) (Russia) (Russia)

The total number of employees employed by the Group as at 30 June 2010 was 1,697. Trigon Agri is managed under a management agreement with Trigon Agri Advisors, a wholly-owned subsidiary of Trigon Capital group.

Material agreements Due to the nature of the Group‟s business and the contractual relationships created in its ordinary course of business, Trigon Agri and its subsidiaries have entered into few agreements that the Management considers to be material for Trigon Agri. Those agreements which the Management considers to be material are described below.

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The only written agreement with respect to the Group is the Advisory Agreement with Trigon Advisors. For details about the Advisory Agreement with Trigon Advisors (see "Relationship with Trigon Capital and Trigon Advisors – Advisory Agreement with Trigon Advisors").

Summary of Agreements between Trigon Agri A/S ("Trigon Agri") and United Grain and Oil Holding ("UGOH") Trigon entered into a joint venture agreement with UGOH on 7 April 2008 (“2008 Joint Venture Agreement”) in Ukraine for the establishment of a soft commodities trading and storage management company, Ramburs Trigon. Ramburs Trigon sources and stores soft commodities in Ukraine and Russia and sells to customers globally. Ramburs Trigon employs the majority of the existing employees of Ramburs Group in Ukraine, and has taken over the soft commodities trading and storage management operations of Ramburs Group. Ramburs Trigon has certain rights to purchase the Company‟s commodities. On 5 August 2009, the 2008 Joint Venture Agreement was superseded by another joint venture agreement entered between Trigon and UGOH (“Joint Venture Agreement”), whose purpose was to regulate certain aspects of the affairs of (i) Laxio Ltd., a company incorporated in the Republic of Cyprus (“Cyprus”) with the registration number 240540 (“Laxio”) and (ii) United Grain (Suisse) S.A., a company limited by shares incorporated in Geneva with reference number 06764/1999, federal number CH-660-1205999-UGS (“UGS”) and the shareholders‟ voting rights in Laxio, UGS and OOO Ramburs Trigon, a company incorporated in Kiev, Ukraine, Starokievskaja street 10, Block G, registration number 35947583, controlled by Laxio. At the time, Trigon held 51 percent stake in Laxio while 49 percent stakes were held by UGOH and the latter also held 100 percent stake in UGS. On 29 September 2009, Trigon entered into a share purchase deed (“Share Purchase Deed”) whereby it acquired from UGOH 51 percent stake in UGS for a total consideration of USD 543,405 to be paid in three instalments conditioned to the payments by UGOH of the USD 1,065,500 consideration, in three instalments, for the acquisition of Open Joint Stock Company “Leninske hliboprimalne pidpriemstvo” and Open Joint Stock Company “Ludmylivskiy elevator” (“Elevator Assets”). On the same date, Trigon Agri and UGOH entered into an option agreement (“Option Agreement”) whereby they granted one another put and call options on shares they owned in both Laxio and UGS. On 29 January 2010, UGS and Concordia Holding Ltd (“Concordia”), a company registered under the legislation of Seychelles with the registration number 014961 signed a securities sale purchase agreement number 15662B in connection with the acquisition of the Elevator Assets (“Elevator SPA”). On 15 July 2010, Trigon and UGOH entered into a joint venture agreement termination term sheet outlining the necessary steps to consider in order to amicably terminate the Joint Venture Agreement and on 16 August 2010, the parties entered into a joint venture agreement termination deed (“JV Termination Deed”) and an option agreement termination deed terminating the Option Agreement. Pursuant to the JV Termination Deed, the parties ordered PricewaterhouseCoopers to prepare a robust description of the components of joint venture‟s balance sheet and the parties agreed that the consolidated net asset value of the business (companies including Laxio, UGS and Ramburs Trigon) as of 30 April 2010 and the completed and indented adjustments up until 15 July 2010 was EUR 918,000. The parties further agreed that Trigon would acquire from UGOH 49 percent stake in Laxio (“Laxio Stake”) for EUR 1.00 and 49 percent stake in UGS (“UGS Stake” and together with Laxio Stake, the “Stakes”) for EUR 450,000 (corresponding to 49 percent of the consolidated net asset value). In addition, Trigon shall pay UGOH the outstanding purchase price of USD 543,405 (i.e. EUR 411,048 following conversion at the agreed exchange rate of 1.3222 USD per EUR) under the Share Purchase Deed. Following payment by Trigon Agri of the aggregate amount of EUR 861,048 as per the JV Termination Deed and the Share Purchase Deed, and hence its effective acquisition of the Stakes, Concordia shall pay to UGS the aggregate amount of EUR 806,000 (i.e. USD 1,065,500 converted at the agreed exchange rate of 1.3222 USD per EUR) as consideration pursuant to the Elevator SPA. In addition to the JV Termination Deed, the parties executed on 16 August 2010 the relevant share sale and purchase agreements in connection with the acquisition of the Stakes by Trigon. Furthermore, Trigon and UGOH entered into two protocols on 15 July 2010 regarding the division and subsequent transfer of the fixed assets of the joint venture business between them. Pursuant to the JV Termination Deed, the sale purchase agreement regarding these fixed assets should be signed and executed no later than one month from 16 August 2010. Trigon and UGOH also concluded a protocol on 15 July 2010 for the settlement of indebtness setting forth the claims and obligations of the companies UGOH and the Trigon group companies. They agreed to settle all reciprocal claims by payment of the sums provided in the protocol on a quarterly basis in equal instalments to the respective creditors as of 15 July 2010.

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Acquisitions The Group has made a number of acquisitions since the secondary offering in 2008. On 1 July 2008, the Group acquired 100 percent of the share capital of OOO Agrokapital Tsentr, operating in Ukraine. On 16 April 2008, the Group acquired 61.2 percent of the share capital of Krasnokutskagrohim OAO, an agricultural company operating in Ukraine, in Kharkov region. The Group obtained control over the Company in June 2008, when the Group attained the right to change the management board. By this time the Group owned 64.9 percent of the share capital of Krasnokutskagrohim OAO. On 26 August 2008, the Group acquired 100 percent of the share capital of Arsetta Investments Ltd, a Cypriot company which owned an agricultural group of companies operating in Kirovograd and Nikolajev regions in Ukraine. The acquired business consisted of eight legal entities. The acquired entities have has been consolidated into Kirovograd business unit, and are now represented as OOO Agrokapital Kirovograd, OOO Agrokapital Nikolajev, and OOO Agrokapital Cherkassy. In 2008, the Group acquired two cereal farming companies operating in the Penza region, OOO Surskaja Niva, a Russian holding company owning 100 percent of the share capital of OOO Agroholding Moskovje, and OOO Surskoi Krai, a Russian holding company owning 100 percent of the share capital of OOO Sura Agro. The Group signed an agreement for the purchase of a brownfield elevator site in Stavropol region (in Ipatovo village), located at close distance of twelve kilometres from the Group‟s newly acquired cereal production cluster. The site has an existing well- functioning railroad connection and connections to other required infrastructure. Further, the elevator site is large enough for the construction of new storage capacity of more than 100,000 tonnes, which is sufficient to cover all future planned harvest of the cluster. On 6 August 2009, the Group acquired 100 percent of PSP Kolos in the Kharkov region, Ukraine. On 13 August 2009, the Group acquired 100 percent of OOO Agroperspektiva in the Kirovograd region, Ukraine. On 15 May 2009, the Group acquired 100 percent of the share capital of OOO Surskoje Zerno, operating in Russia. On 18 June 2009, the Group acquired 100 percent of the share capital of ZAO FT-1, operating in Russia, which has a subsidiary OOO Orenburg-1, operating in the Samara region, Russia. On 2 November 2009, the Group obtained control in OOO Surskie Prostory and OOO Sura Invest, operating in Russia. The companies were acquired through holding company Hovertons Consulting Ltd. located in Cyprus. On 6 October 2009, the Group obtained control in the Russian companies OOO Agro and OOO Agroholding, acquiring 100 percent of the share capital of Trentis Services Ltd. (Cyprus). Litigation The Group Companies are not and have not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Trigon Agri is aware), during a period covering the previous twelve months which may have, or have had in the recent past significant effects on the Group‟s financial position or profitability. Related party transactions No transactions with related parties (which for theses purposes are those set out in the Standards adopted according to the Regulation (EC) No 1606/2002) have been entered into by the Group companies during the period covered by the historical financial information and up to the date of this Prospectus, except for the Advisory Agreement details of which can be found under “Relationship with Trigon Capital and Trigon Advisors” and the management fees paid to Trigon Capital and Trigon Advisors which can be found under “Remuneration of the Board of Directors and the Executive Board”. Insurance The Group has insurance policies for its new passenger vehicles. In addition, the Group holds an insurance policy against winter damage to the winter crops that it grows in Ukraine. In Estonia the Group has concluded insurance agreements as regards to the main farm buildings as well as equipment and machinery used by the Group Companies under lease agreements. In other production clusters the Group has insured only the machinery which is leased. In Elevators segment the Group has concluded insurance agreements as regards to the buildings as well as equipment and machinery. The Group has made no provisions for possible claims or accidents. The liability of directors and officers of Trigon Agri as well as the subsidiaries where the shareholding of Trigon Agri is at least 51 percent, are insured by CAN Insurance Company Ltd. The Management believes that the Group‟s insurance policies correspond to the standard industry practices in each country where the Group operates.

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Taxation Danish taxation The following is a general description of Danish tax rules relevant for subscribing for, purchasing, holding or selling shares in the Company. The description deals only with taxation in Denmark as per the income year 2010 and is limited to rules concerning shares in listed companies. The description does not purport to be a complete or exhaustive description of all tax issues. The description does not address investors subject to special tax rules, such as investors subject to the Danish Pension Yield Tax Act (“pensionsafkastbeskatningsloven”) or the rules on private equity partners, investment funds, banks, dealers in securities or investors holding shares as part of their profession. The description is based on the legislation in force in Denmark as at the date of this Prospectus. Danish tax legislation can be amended, in some instances with retroactive effect. Current and potential investors are advised to consult their own tax advisors with respect to the tax implications of investing in, owning, managing and transferring the Shares. The summary is for general information purposes only and does not purport to be tax or legal advice.

Taxation of investors who are tax residents of Denmark Individual investors Taxation of dividends Private individuals who reside in Denmark, or who stay in Denmark for a minimum period of six consecutive months during a calendar year are subject to full tax liability. If these individuals are at the same time tax residents of another country, special rules may apply, that are not described in this section. Dividends paid to individual investors are taxed as share income. The applicable tax rate varies and depends on the size of share income. Income up until DKK 48,300 (this amount is adjusted annually) is taxed at 28 percent (27 percent as of 2012), while a higher tax rate of 42 percent (unchanged in 2012) applies to income exceeding DKK 48,300. Special rules apply to taxation of share income of married couples. The maximum limit for applying the 28 percent (27 percent as of 2012) tax rate is DKK 96,600 (2010) irrespective of which spouse receives the share income. Share income exceeding this amount is subject to tax at a rate of 42 percent. Dividends are subject to withholding tax of 28 percent (27 percent as of 2012) upon distribution. If the share income in a given year solely comprises dividend income and does not exceed DKK 48,300/96,600 (2010), the withholding tax constitutes a final tax. Disposal of shares Private individuals should include gain from the sale of ordinary shares in calculating taxable income, regardless of the ownership period and size of shareholding. A gain realised on sale of shares is taxed as share income at a rate of 28 percent (27 percent as of 2012) up to DKK 48,300 (2010). For married couples the maximum limit for applying the 28 percent (27 percent as of 2012) tax rate is DKK 96,600 (2010) irrespective of which spouse receives the share income. Share income exceeding this amount is subject to tax at a rate of 42 percent. The gain is calculated as the difference between the average acquisition cost of all shares in the issuing company and the received cash consideration. Capital losses on listed shares can only be used to offset taxable gains and dividend income received from other listed shares. Special rules apply to married couples. Any excess loss on listed shares of a spouse that cannot be deducted in own capital gain on dividends from listed shares can be transferred for deduction in another spouse‟s positive share income on listed shares. Any exceeding loss can be carried forward for subsequent income years and as a priority rule needs to be deducted in own positive share income on listed shares first, before it can be transferred to a spouse. The carried forward losses need to be utilised in the earliest possible income year.

Companies etc. Companies that are registered in Denmark or the effective management of which is based in Denmark are generally subject to full tax liability. Companies that also bear full tax liability in another country may be subject to special rules, which are not described in this section.

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Taxation of dividends and capital gains of shareholders that are subject to Danish corporate taxation depends on the size of shareholding. In this regard the distinction is made between:

Shares of subsidiaries (subsidiary shares) Shares of group enterprises (group shares) and Portfolio shares

“Subsidiary shares” are shares owned by a shareholder holding at least ten percent of the nominal share capital of the issuing company, provided that the latter is located in the EU/EEA or in a country with which Denmark has concluded a double taxation treaty. “Group shares” are defined as shares in companies with which the shareholder is subject to Danish tax consolidation or where the requirements for international tax consolidation under Danish law are fulfilled. It is of no importance in which country the companies are resident as long as the companies are affiliated. If the shares do not constitute group shares, subsidiary shares or other shares, they constitute “portfolio shares”. In general, the shares constitute portfolio shares when the shareholder holds less than ten percent of the nominal share capital in the issuing company. Taxation of dividends Dividends received from subsidiary shares and group shares are tax-free irrespective of the ownership period. Dividends received on portfolio shares are fully taxable at the general corporate income tax rate of 25 percent irrespective of the ownership period. These dividends may also be subject to withholding tax, at the effective rate of 25 percent. Disposal of shares Gains on disposal of subsidiary shares and group shares are tax-free irrespective of ownership period. This entails that loss is not deductible. Gains on disposal of portfolio shares are taxable at a rate of 25 percent, while deduction is granted for loss. Companies‟ gains or losses on listed portfolio shares are taxed based on mark-to-market principle. A gain or a loss is calculated as the difference between the value of the portfolio shares at the beginning and the end of the income year, beginning with the difference between the acquisition cost and the value at the end of the same income year. Upon realisation of the portfolio shares, i.e. redemption or disposal, the taxable income of that income year equals the difference between the value of the portfolio shares at the beginning of the income year and the value of the shares at realisation. If the portfolio shares have been acquired and realised in the same income year, the taxable income equals the difference between the acquisition cost and the price at realisation. Transition from the status of subsidiary shares/group shares to portfolio shares, and vice versa, is for tax purposes treated as disposal and immediate acquisition at market value at the time of status change.

Taxation of investors who are not tax residents of Denmark Individual investors Taxation of dividends Dividends distributed to non-resident individuals in respect of shares held in Denmark are generally subject to Danish withholding tax at the rate of 28 percent (27 percent as of 2012). A reduced withholding tax rate may apply by virtue of a double taxation treaty between Denmark and the residency state of the shareholder. Denmark has an extensive double taxation treaty network worldwide. Non-resident shareholders are normally eligible for a refund of a part of the Danish withholding tax paid where they are entitled to claim a reduction to the treaty rate. Shareholders resident in non-treaty states are not eligible for a lower withholding tax rate. A separate regime for reduction of withholding tax is available to private individuals who are tax residents of the United States, Canada, Germany, the Netherlands, Belgium, Luxembourg, Norway, Sweden, Ireland, Switzerland, Greece and the United Kingdom. In order to qualify under this regime, a shareholder must deposit his/her shares with a Danish bank, and the shareholding must be registered and administered by VP Securities Services ("Vaerdipapircentralen A/S"). In addition, such shareholder must provide certification from the relevant foreign tax authority as to the shareholder‟s tax residence and eligibility under the relevant treaty. In addition, it may be possible for the Company paying dividends or VP Securities Services to enter into an agreement with the Danish

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tax authorities under which the Company will only be required to withhold tax at the rate provided for by the relevant double taxation treaty. If the shareholder holds less than ten percent of the nominal share capital in the issuing company and the shareholder is tax resident in a jurisdiction which has a double taxation treaty or a tax information exchange agreement with Denmark, the shareholder may request that the withholding tax rate of 15 percent is applied, unless a lower rate is applicable under the double taxation treaty in question. Disposal of shares Non-resident investors are in general not subject to capital gains taxation in Denmark upon disposal of shares. As an exception, gains and losses on the sale of shares that are attributable to a permanent establishment in Denmark are taxable.

Companies, etc. Taxation of dividends Non-resident shareholders receiving dividend from subsidiary shares are not liable for Danish withholding tax irrespective of the ownership period, provided that the dividend taxation should have been reduced or relinquished under the European Union Parent- Subsidiary Council Directive (90/435/EEC) or a double taxation treaty between Denmark and the residency state of the shareholder. Furthermore, Danish withholding tax does not apply to dividends paid to foreign shareholders of group shares if the above listed conditions are met and provided that the foreign company is domiciled in the EU/EEA. It is a requirement for applicability of a reduced rate or exemption from withholding tax under double taxation treaties that the non-resident shareholder is the beneficial owner of the dividend in question, while for the protection right under the directive to apply, the generally applicable anti-abuse principles shall not have been violated. Dividends from portfolio shares are subject to a withholding tax of 28 percent (27 percent as of 2012), regardless of the ownership period. The withholding tax rate may be reduced by virtue of a double taxation treaty. If the shareholder holds less than ten percent of the company's nominal share capital and the shareholder is tax resident in a jurisdiction that has concluded a double taxation treaty or a tax information exchange agreement with Denmark, and the shareholder is eligible for a reduction under the treaty/agreement, then the applicable withholding tax rate is 15 percent (unless a lower rate applies under the double taxation treaty in question). If the shareholder is tax resident outside the European Union, it is an additional requirement for eligibility for the 15 percent rate that the shareholder together with any group related shareholders holds less than ten percent of the company's nominal share capital. Taxation of capital gains Non-resident investors are in general not subject to capital gains taxation in Denmark upon disposal of shares. As an exception, gains and losses on the sale of portfolio shares are taxed under the same rules as for Danish resident investors, in cases where these shares are attributable to a permanent establishment in Denmark. The taxation also applies to sale of shares held in connection with a trade or business conducted from a permanent establishment in Denmark. The concept of permanent establishment is generally interpreted in line with the OECD Model Tax Convention and its commentary.

Existing shareholders Upon listing of Trigon Agri A/S on NASDAQ OMX Stockholm, the existing shares in the Company will change status from “un-listed” shares to being “listed” shares. Even though the shares are, prior to the listing on NASDAQ OMX Stockholm, traded on the NASDAQ OMX First North, they are not considered to be “listed shares” for the purpose of taxation rules in Denmark, as First North does not have a legal status as an EU-regulated market. Upon listing, and therefore transition to having a status of “listed shares” no specific rules will apply to Danish shareholders either in relation to the acquisition cost or the purchase date. Upon later disposal of such shares, the same tax rules will apply as described above.

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Other taxes

There is no Danish share transfer tax or stamp duty upon transfer or issue of shares.

Swedish tax issues The following is a summary of certain Swedish tax consequences that may arise as a result of holding Shares in the Company. The summary is based on Swedish tax legislation as currently in effect and is intended only as general information for shareholders who are resident in Sweden for tax purposes, unless otherwise indicated. The summary does not deal comprehensively with all tax consequences that may occur in this context. For instance, the summary does not deal with the rules that in certain cases apply in the corporate sector with respect to tax exempt capital gains and dividends on “shares held for business purposes” (Sw. näringsbetingade andelar). Nor does this description deal with the rules that apply where shares are held by a partnership, are held as current assets in a business operation, or are acquired by virtue of shares in a closely held company (Sw. fåmansföretag). Special tax consequences that are not described below may also apply for certain categories of taxpayers, including investment companies and mutual funds. Each shareholder is recommended to consult a tax advisor for information with respect to the special tax consequences that may arise as a result of holding Shares in the Company, including the applicability and effect of foreign tax legislation, provisions in tax treaties for the avoidance of double taxation and other rules, which may be applicable.

Cash dividends Trigon Agri is generally required to withhold Danish withholding tax from dividends paid by Trigon Agri. Pursuant to the treaty for the avoidance of double taxation concluded between Sweden and Denmark, a withholding tax rate of 15 percent applies in respect of dividends paid to shareholders who are residents of Sweden under the treaty. Dividends from Trigon Agri are normally also taxed in Sweden at a rate of 30 percent tax in the income from capital category for individuals, and at a rate of 26.3 percent tax as income from business operations for legal entities. Trigon Agri will not withhold any Swedish preliminary tax, nor report the dividend to the Swedish Tax Agency. For individuals whose shares are registered with a nominee in Sweden, the nominee will normally report the dividend payments to the Swedish Tax Agency and withhold preliminary tax at a rate of 15 percent if Danish withholding tax has been withheld at a rate of 15 percent. The Danish 15 percent withholding tax is creditable against the Swedish tax on dividends that year or, if there is no Swedish tax that particular year, but subject to certain limitations, creditable in any of the five following fiscal years. Alternatively, the withholding tax may be deducted when the taxable income of the shareholder is computed.

Disposal of shares General information Shareholders who sell their shares in Trigon Agri will generally be subject to capital gains taxation. The capital gain or capital loss is calculated as the difference between the sales proceeds, after deduction for sales expenses, and the acquisition cost for tax purposes. The acquisition cost is determined according to the “average method”. This means that the acquisition cost for all shares of the same type and class are added together and determined collectively, with respect to changes to the holding. For listed shares, such as the Trigon Agri shares, the acquisition cost may, as an alternative, be determined as 20 percent of the net sales revenue under the “standard rule”. Individuals A capital gain on listed shares is generally taxed as income from capital at a rate of 30 percent. As a principal rule, 70 percent of a capital loss is deductible against any other taxable income from capital. Capital losses on listed shares and listed securities that are taxed in the same manner as shares (except for listed shares in mutual funds containing only Swedish receivables) are, however, fully deductible against taxable capital gains on such assets or on non-listed shares in Swedish limited liability companies and foreign legal entities. Moreover, only five sixths of capital losses on non-listed shares in Swedish limited liability companies and foreign legal entities are deductible. If capital losses pertain to both listed and non-listed shares, the losses pertaining to the listed shares are deductible prior to the losses on the non-listed shares. 70 percent of any excess amount is deductible according to the principal rule, or five sixths of 70 percent is deductible if the capital loss relates to non-listed shares. Capital losses on listed shares in mutual funds containing only

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Swedish receivables are fully deductible in the income from capital category.50 If a deficit arises in the income from capital category, a reduction of the tax on income from employment and from business operations, as well as the real estate tax and the municipal real estate fee, is allowed. The tax reduction amounts to 30 percent of any deficit not exceeding SEK 100,000 and 21 percent of any remaining deficit. Deficits may not be carried forward to a later fiscal year. Legal entities Limited liability companies and other legal entities are normally taxed on all income, including capital gains, as income from business operations at a flat rate of 26.3 percent. For the calculation of capital gains and losses (see “Disposal of shares − General information”). A tax deductible capital loss on shares incurred by a corporate shareholder may be offset only against taxable gains on shares or other securities that are taxed in the same manner as shares. Such capital losses may, however, under certain circumstances, also be offset against capital gains on such securities within the same group of companies, provided the requirements for group contributions (tax consolidation) are met. Capital losses on shares or other securities that are taxed in the same manner as shares, which have not been deducted from capital gains within a certain year, may be carried forward and be offset against such capital gains in future years without any limitation in time.

Shareholders residing outside of Sweden Generally, shareholders who are not fiscally resident in Sweden and do not carry on business operations from a permanent establishment in Sweden are not subject to Swedish taxation on a sale of shares. These shareholders may, nevertheless, be subject to tax in their own country of residence. However, as far as individuals are concerned, special rules apply to capital gains on the sale of shares in a non-Swedish entity that were acquired when the shareholder was fiscally resident in Sweden. Capital gains on such shares may be subject to Swedish tax if the individual has been resident or permanently lived in Sweden at any time during the calendar year of the sale or any of the ten preceding calendar years. This provision is, however, in many cases, limited by tax treaties for the avoidance of double taxation which Sweden has concluded with other countries.

50 It could be questioned whether the same should apply also in relation to mutual funds containing foreign receivables under the provisions in the Treaty on the Functioning of the European Union on free movement of capital.

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Memorandum and Articles of Association

NAVN NAME 1.

1.1 Selskabets navn er Trigon Agri A/S. The name of the Company is Trigon Agri A/S.

1.2 Selskabet driver tillige virksomhed under binavnet The Company also carries on business under the Trigon Farming A/S. secondary name of Trigon Farming A/S.

FORMÅL OBJECTS 2.

2.1 Selskabets formål er at være et holding selskab og The object of the Company is to be a holding indirekte - via selskabets sub-holding selskaber - at company and to indirectly through its sub-holding foretage, administrere og afhænde investeringer i companies to make, manage and dispose of landbrugssektoren i Central- og Østeuropa. investments in the farming sector in Central and Eastern Europe.

SELSKABETS KAPITAL SHARE CAPITAL 3.

3.1 Selskabets aktiekapital udgør EUR 129.627.479 The share capital of the Company is EUR fordelt på 129.627.479 aktier a EUR 1. 129,627,479 divided into 129,627,479 shares of EUR 1.

SELSKABETS AKTIER SHARES 4.

4.1 Aktierne skal optages til notering eller handel på et The shares shall be admitted to listing or trading on a reguleret marked eller på en OMX First North regulated market or on an OMX First North market markedsplads som dematerialiserede aktier. Aktierne place as dematerialised securities. The shares shall skal registreres i VP Securities A/S i Danmark og be registered with VP Securities A/S in Denmark and udstedes til ihændehaveren. be issued to bearer.

4.2 Selskabets ejerbog føres af VP Services A/S, CVR-nr. The Company's register of shareholders shall be 30201183, Weidekampsgade 14, P.O. Box 4040, DK- managed by VP Services A/S, Company reg. no. 2300 København S, der er valgt som ejerbogsfører på (CVR) 30201183, Weidekampsgade 14, P.O. Box selskabets vegne. 4040, DK-2300 Copenhagen S, which, on behalf of the Company, has been selected as manager of the Company's register of shareholders.

4.3 Aktierne er omsætningspapirer. Der gælder ingen The shares shall be negotiable instruments. No indskrænkninger i aktiernes omsættelighed. restrictions shall apply to the transferability of shares.

4.4 Ingen aktionær er forpligtet til at lade sine aktier No shareholder shall be obliged to have his shares indløse helt eller delvist. redeemed in whole or in part.

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4.5 Der udstedes ikke ejerbeviser. Share certificates will not be issued.

4.6 I henhold til et oprindeligt tilsagn afgivet af selskabets Pursuant to a primary commitment made by the aktionærer har generalforsamlingen den 10. maj 2007 shareholders of the Company, the general meeting besluttet vederlagsfrit at udstede 4.906.515 has on 10 May 2007 decided to issue 4,906,515 tegningsoptioner, der giver ret til at tegne op til warrants cost free, which gives the right to subscribe 4.906.515 nye aktier af nominelt EUR 1, til de for up to 4,906,515 new shares of nominal EUR 1, to berettigede i henhold til Bilag 1 uden fortegningsret for the entities entitled hereto in Appendix 1 without pre- de eksisterende aktionærer. Samtidig besluttede emptive rights for the existing shareholders. generalforsamlingen den dertil hørende Simultaneously, the general meeting decided the kapitalforhøjelse på op til EUR 4.906.515. Vilkårene capital increase of up to EUR 4,906,515. The terms of for udstedelsen af disse tegningsoptioner fremgår af the issue of these warrants are described in Appendix vedtægternes Bilag 1. 1.

4.7 Generalforsamlingen har endvidere den 10. maj 2007 Further, the general meeting has on 10 May 2007 besluttet vederlagsfrit at udstede 10.000.000 decided to issue 10,000,000 warrants cost free, which tegningsoptioner, der giver ret til at tegne op til gives the right to subscribe for up to 10,000,000 new 10.000.000 nye aktier af nominelt EUR 1, til de shares of nominal EUR 1, to the entities entitled berettigede i henhold til Bilag 1 uden fortegningsret for hereto in Appendix 1 without pre-emptive rights for the de eksisterende aktionærer. Samtidig besluttede existing shareholders. Simultaneously, the general generalforsamlingen den dertil hørende meeting decided the capital increase of up to EUR kapitalforhøjelse på op til EUR 10.000.000. Vilkårene 10,000,000. The terms of the issue of warrants are for udstedelsen af tegningsoptioner fremgår af described in Appendix 1. vedtægternes Bilag 1.

4.8 Aktiekapitalen kan ved bestyrelsens bestemmelse ad The Board of Directors may resolve to increase the en eller flere gange forhøjes ved tegning af indtil share capital by offering up to a number of 105.000.000 nye aktier. 105,000,000 new shares. Such increase may be effected either gradually or at once.

Bemyndigelsen gælder indtil udgangen af 2012. The power of the directors to increase the share capital shall be in force until the end of 2012.

The new shares shall be negotiable instruments. The De nye aktier skal være omsætningspapirer. Der skal negotiability of the new shares shall be subject to no ikke gælde indskrænkninger i de nye aktiers om- restrictions. The board of directors may decide that sættelighed. Bestyrelsen kan beslutte, at de hidtidige aktionærers fortegningsret helt eller delvis ikke skal the existing shareholders shall have no or only a gælde, og at forhøjelsen helt eller delvis skal kunne partial right of pre-emption and that it shall be ske på anden måde end ved kontant indbetaling. possible to increase the share capital either wholly or partly by other means than cash payment.

4.9 Bestyrelsen er bemyndiget til vederlagsfrit at udstede The board of directors is authorised to issue warrants tegningsoptioner, der giver AS Trigon Agri Advisors free of charge entitling AS Trigon Agri Advisors to ret til at tegne aktier i selskabet for indtil 25 % af det i subscribe for shares in the company for up to 25 % of vedtægternes pkt. 5.8 nævnte beløb, dvs. 26.250.000 the amount mentioned in article 4.8 of the articles of

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aktier. association, i.e. 26,250,000 shares.

Bemyndigelsen er gældende indtil udgangen af 2012. The authorisation shall be effective until the end of Selskabets aktionærer skal ikke have fortegningsret 2012. The shareholders of the company shall have no ved udstedelse af tegningsoptioner i henhold til denne pre-emption right in connection with the issue of bemyndigelse, idet tegningsoptionerne skal udstedes warrants according to this authority, as the warrants til fordel for AS Trigon Agri Advisors. shall be issued in favour of AS Trigon Agri Advisors.

Tegningsoptionerne skal under forudsætning af Subject to the achievement of certain performance opnåelse af bestemte præstationsmål give ret til at objectives the warrants shall entitle the holder to tegne aktier til tegningskursen for udbuddet i 2008. subscribe for shares at subscription price in the Vilkårene for udstedelsen af disse tegningsoptioner offering in 2008. The terms of the issue of these fremgår af vedtægternes Bilag 2. warrants are described in Appendix 2.

4.10 Bestyrelsen er bemyndiget til i perioden indtil The board of directors is authorised, in the period until udgangen af 2012 at forhøje selskabets aktiekapital the end of 2012, to increase the share capital of the med indtil 26.250.000 aktier i selskabet. company by up to a number of 26,250,000 shares in Kapitalforhøjelserne skal gennemføres ved kontant the company. The capital increases shall be indbetaling i forbindelse med udnyttelse af implemented by cash payment when the warrants are tegningsoptionerne. De almindelige, generelle exercised. The general adjustments mechanisms in reguleringsmekanismer i vedtægternes Bilag 2, pkt. Appendix 2, clause 4.1 may, however, lead to a larger 4.1 kan dog medføre et større nominelt beløb, hvilket nominal amount which is covered by this authority. er omfattet af denne bemyndigelse. Selskabets The shareholders of the company shall have no pre- aktionærer skal ikke have fortegningsret til aktier, der emption right to shares issued through the exercise of udstedes ved udnyttelse af udstedte warrants. tegningsoptioner.

Aktier, der tegnes ved udnyttelse af udstedte Shares, which are subscribed for through the exercise tegningsoptioner, skal være omsætningspapirer. of warrants, shall be negotiable instruments. No new Ingen ny aktionær skal være forpligtet til at lade sine shareholder shall be under an obligation to redeem his aktier indløse. Der skal ikke gælde indskrænkninger i shares. The negotiability of the new shares shall not de nye aktiers omsættelighed. Ingen af de nye aktier be subject to restrictions. No new share shall carry skal have særlige rettigheder. Såfremt der forinden any special rights. If the rights carried by the shares udnyttelsen af tegningsoptionerne generelt i selskabet have been changed in general in the company prior to er gennemført ændringer i aktiernes rettigheder, skal the exercise of the warrants, the new shares shall, nye aktier dog have samme rettigheder som however, carry the same rights as the other shares of selskabets øvrige aktier på tidspunktet for udnyttelsen. the company at the time of the exercise. The board of I øvrigt fastsætter bestyrelsen de nærmere vilkår for directors shall determine the specific terms of the kapitalforhøjelserne, der gennemføres ifølge capital increases implemented according to the bemyndigelsen. authority.

4.11 Selskabets bestyrelse har den 30. april 2008 truffet On 30 April 2008 the board of directors of the beslutning om delvist at udnytte den på ekstraordinær Company decided to partially exercise the power generalforsamling den 17. marts 2008 meddelte given on extraordinary general meeting on 17 March bemyndigelse optaget i vedtægternes pkt. 5.9 og 5.10 2008 included in the Articles of Association in article til vederlagsfrit at udstede tegningsoptioner, der giver 5.9 and 5.10 to issue warrants cost free, which gives ret til at tegne op til 17.500.000 nye aktier af nominelt the right to subscribe for up to 17,500,000 new shares EUR 1, til de berettigede i henhold til Bilag 2 uden of nominal EUR 1, to he entities entitled hereto in

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fortegningsret for de eksisterende aktionærer. Appendix 2 without pre-emptive rights to the existing Samtidig besluttede bestyrelsen at udnytte den på shareholders. Simultaneously, the board of directors ekstraordinær generalforsamling den 17. marts 2008 decided in connection hereto to exercise the power meddelte bemyndigelse til at foretage en dertil given on extraordinary general meeting on 17 March hørende kapitalforhøjelse på op til EUR 17.500.000. 2008 to increase the capital of up to EUR 17,500,000. Vilkårene for udstedelsen af disse tegningsoptioner The terms of the issue of these warrants are fremgår af vedtægternes Bilag 2. described in Appendix 2.

SELSKABETS LEDELSE GOVERNANCE OF THE COMPANY 5.

5.1 Selskabets ledelse varetages af: The governance of the company is attended to by:

- The general meeting of shareholders

- Generalforsamlingen - The board of directors

- Bestyrelsen - The executive board - Direktionen

GENERALFORSAMLINGEN, POWERS, LOCATION AND 6. KOMPETENCE, STED OG CONVENING OF GENERAL MEETINGS INDKALDELSE

6.1 Generalforsamlingen har den højeste myndighed i alle The general meeting of shareholders has supreme selskabets anliggender, inden for de grænser authority in all matters and things pertaining to the lovgivningen og disse vedtægter fastsætter. Company subject to the limits set by statute and by these Articles.

6.2 Selskabets generalforsamlinger afholdes i General meetings shall be held in Greater Storkøbenhavn. Den ordinære generalforsamling skal Copenhagen. Annual general meetings shall be held afholdes hvert år i så god tid, at den reviderede og in time for the audited and adopted annual report to be godkendte årsrapport kan indsendes til Erhvervs- og submitted to and received by the Danish Commerce Selskabsstyrelsen, så den er modtaget i styrelsen and Companies Agency no later than by the end of inden udløbet af maj måned. Senest otte uger inden May. The date of the annual general meeting shall be afholdelse af den ordinære generalforsamling announced on the Company's website no later than offentliggøres datoen på selskabets hjemmeside. eight weeks before the meeting.

6.3 Ekstraordinær generalforsamling til behandling af et Extraordinary general meetings shall be convened bestemt angivet emne skal indkaldes senest 2 uger within two weeks after receipt of a written requisition efter, at det skriftligt er begæret af bestyrelsen, den to transact any particular business submitted by the generalforsamlingsvalgte revisor eller aktionærer, der board of directors, the auditors elected by the general ejer 5 % af aktiekapitalen. meeting, or shareholders representing five (5) percent of the share capital.

6.4 Generalforsamlinger indkaldes af bestyrelsen med General meetings shall be convened by the board of mindst 3 ugers og højst 4 ugers varsel. Indkaldelse directors, giving no less than three (3) weeks and no skal ske på selskabets hjemmeside og ved almindeligt more than four (4) weeks' notice. The notice shall be

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brev eller e-mail til alle i ejerbogen noterede given on the Company's website and by ordinary mail aktionærer, som har fremsat begæring herom. or e-mail to all shareholders entered in the register of shareholders who have so requested.

Aktionærers forslag til emner til behandling på den Any proposals from shareholders to be transacted at 6.5 ordinære generalforsamling skal fremsættes skriftligt the annual general meeting shall be submitted in writing to the board of directors. A shareholder is overfor bestyrelsen. Modtages forslaget senest 6 uger entitled to have a proposal included in the agenda of før den ordinære generalforsamling skal afholdes, har the annual general meeting provided that the proposal is received no later than 6 weeks before the annual aktionæren ret til at få emnet optaget på dagsordenen. general meeting. If a proposal is received later than 6 Modtages forslaget senere end 6 uger før den weeks before the annual general meeting the board of ordinære generalforsamlings afholdelse, afgør directors shall determine whether the proposal was submitted in time for such proposal to be included in bestyrelsen, om forslaget er fremsat i så god tid, at the agenda of the annual general meeting. emnet kan optages på dagsordenen.

Selskabets generalforsamlinger er åbne for All general meetings shall be open to representatives 6.6 of the press who have obtained an admission card repræsentanter for pressen, såfremt disse mod upon presentation of a press card. forevisning af pressekort har løst adgangskort.

GENERALFORSAMLINGEN, AGENDA OF GENERAL MEETINGS 7. DAGSORDEN

7.1 Senest 3 uger før generalforsamlingen offentliggøres No later than three (3) weeks before the general følgende oplysninger på selskabets hjemmeside: 1) meeting, the following information shall be published Indkaldelsen, 2) det samlede antal aktier og on the Company's website: 1) the notice convening stemmerettigheder på datoen for indkaldelsen, 3) de the general meeting; 2) the total number of shares and dokumenter, der skal fremlægges på voting rights at the date of the notice; 3) all documents generalforsamlingen herunder for den ordinære to be submitted to the general meeting, including, in generalforsamlings vedkommende revideret the case of the annual general meeting, the audited årsrapport, 4) dagsordenen og de fuldstændige annual report; 4) the agenda and the full text of all forslag samt 5) formularer til stemmeafgivelse ved proposals to be submitted to the meeting; and 5) brev og fuldmagt. postal and proxy voting forms.

7.2 På den ordinære generalforsamling skal dagsordenen The agenda of the annual general meeting shall være følgende: include the following items:

1. Bestyrelsens beretning om selskabets virksomhed i 1. The board of directors' report on the activities of the det forløbne regnskabsår Company during the past financial year

2. Godkendelse af årsrapporten 2. Adoption of the annual report

3. Godkendelse af vederlag til bestyrelsen for det 3. Approval of remuneration for the board of directors indeværende regnskabsår for the current financial year

4. Meddelelse af decharge til bestyrelsen og 4. Resolution to release the board of directors and the

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direktionen executive board from liability in respect of item 2 (in Danish: decharge)

5. Anvendelse af overskud eller dækning af underskud 5. Resolution on the distribution of the profit or loss i henhold til den godkendte årsrapport recorded in the annual report adopted by the general meeting 6. Valg af bestyrelsesmedlemmer og eventuelle 6. Election of members of the board of directors and suppleanter (forudsat at valgperioden udløber) any alternate members of the board of directors (provided the term comes to an end)

7. Valg af revisor 7. Appointment of auditor

8. Eventuelle forslag fra bestyrelsen eller aktionærer 8. Any proposals from the board of directors or shareholders.

9. Eventuelt 9. Any other business

GENERALFORSAMLINGEN, GENERAL MEETINGS, VOTING 8. STEMMERET OG MØDERET RIGHTS, AND RIGHT OF ATTENDANCE

8.1 Hver aktie på EUR 1 giver én stemme. Each share of EUR 1 shall carry one (1) vote.

8.2 Aktionæren kan møde personligt eller ved fuldmægtig Shareholders may attend general meetings in person og kan møde sammen med en rådgiver. Stemmeret or by proxy and together with an adviser. Voting rights kan udøves i henhold til fuldmagt, når den may be exercised by proxy holders who have received befuldmægtigede imod aflevering af sin fuldmagt har an admission card to attend the general meeting on løst adgangskort til at møde på fuldmagtsgiverens behalf of their principal upon presentation of a written vegne. Fuldmægtigen skal fremlægge skriftlig og and dated instrument of proxy. However, proxy dateret fuldmagt. Fuldmagt til selskabets bestyrelse instruments issued to the board of directors shall be skal dog gives til en bestemt generalforsamling med valid only for one particular general meeting for which en på forhånd kendt dagsorden og kan ikke gives for the agenda is known in advance, and may not be længere tid end et år. given for more than one year.

8.3 En aktionær kan brevstemme. Brevstemmen skal i A shareholder may vote by postal vote. In such event givet fald senest være modtaget af selskabet ved this postal vote must be received by the Company kontortids ophør 1 hverdag inden within office hours no later than one business day generalforsamlingens afholdelse. For at sikre before general meeting. To ensure identification of identifikation af den enkelte aktionær, der udnytter sin any shareholder choosing to exercise his right to vote ret til at brevstemme, skal brevstemmen være by postal vote, the postal vote must be signed by the underskrevet af aktionæren samt med blokbogstaver shareholder and with capital or printed letters state eller trykte bogstaver angive dennes fulde navn og such shareholder's full name and address. If the adresse. Såfremt aktionæren er en juridisk person, shareholder is a legal person, the relevant central skal dennes CVR-nr. eller anden tilsvarende business register (CVR) no. or other corresponding identifikation tillige være tydeligt anført i brevstemmen. identification must also be clearly stated in the postal vote.

8.4 Selskabsloven §§ 84, stk. 1 og 2 finder anvendelse Sections 84(1) and (2) of the Danish Companies Act således, at en aktionærs ret til at deltage i en (selskabsloven) apply, and accordingly a generalforsamling og afgive stemme på sine aktier shareholder‟s right to attend general meetings and fastsættes i forhold til de aktier, som aktionæren vote on its shares shall be determined on the basis of

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besidder på registreringsdatoen. Registreringsdatoen the shares owned by the shareholder on the date of er én uge før generalforsamlingens afholdelse. registration. The date of registration shall be one week before the date of the general meeting.

8.5 Enhver aktionær er berettiget til at møde og stemme Any shareholder shall be entitled to attend and to vote på generalforsamlingen, når aktionæren senest 3 at a general meeting provided, however, that the dage før dens afholdelse har anmeldt sin deltagelse i shareholder has applied for an admission card to such generalforsamlingen til selskabet og anmodet om et general meeting not later than three (3) days prior adgangskort til generalforsamlingen. Adgangskort thereto. Admission cards shall be provided to udstedes til aktionærer med møde- og stemmeret shareholders with the right to attend and vote at the efter pkt. 8.4. general meeting under Article 8.4.

GENERALFORSAMLINGEN, GENERAL MEETINGS, CHAIRMAN, 9. DIRIGENT, BESLUTNINGER OG RESOLUTIONS AND MINUTE BOOK PROTOKOL

9.1 Bestyrelsen udpeger en dirigent, der leder The board of directors shall elect a chairman to forhandlingerne og afgør alle spørgsmål vedrørende preside at the meeting and to determine all questions sagernes behandling og stemmeafgivning. pertaining to the transaction of business and the voting thereat.

9.2 På generalforsamlingen træffes alle beslutninger ved Unless otherwise provided for by the Danish simpelt flertal, medmindre andet følger af Companies Act (selskabsloven), all resolutions at the selskabsloven. general meeting shall be adopted by a simple majority of votes.

Over forhandlingerne på generalforsamlingen føres en A summary of the business transacted at the general 9.3 meeting shall be entered in a minute book and shall protokol, der underskrives af dirigenten. Protokollen be signed by the chairman of the meeting. The og afstemningsresultater gøres tilgængelige på minutes and the results of voting shall be made available on the Company's website no later than two selskabets hjemmeside senest to uger efter afholdelse weeks after the date of the general meeting. af generalforsamlingen.

Sproget på generalforsamlingen er engelsk uden The language of the general meeting shall be English 9.4 and no simultaneous interpretation to and from Danish simultantolkning til og fra dansk. Dokumenter shall be offered. Documents prepared for the use of udarbejdet til generalforsamlingens brug i forbindelse the general meeting in relation to or after the general meeting shall be prepared in English. med eller efter generalforsamlingen udarbejdes på engelsk.

BESTYRELSE BOARD OF DIRECTORS 10.

10.1 Bestyrelsen består af mellem 3-6 medlemmer valgt af The board of directors consists of 3-6 members generalforsamlingen. Bestyrelsesmedlemmer vælges elected by the general meeting. The elected members for 1 år ad gangen, således at valgperioden ophører of the board of directors are appointed to hold office ved den ordinære generalforsamling 1 år efter valget. for one (1) year and thus the election term expires at Genvalg kan finde sted. Intet medlem kan dog have the annual general meeting one (1) year following the

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sæde i bestyrelsen længere end til den ordinære election. The board members are eligible for re- generalforsamling i det kalenderår, hvor election. However, no member may remain on the bestyrelsesmedlemmet fylder 80 år For hvert board of directors after the annual general meeting of bestyrelsesmedlem kan tillige vælges en personlig the calendar year in which the member reaches the suppleant. age of 80. An alternate director may be appointed for each director.

10.2 Bestyrelsen vælger af sin midte en formand. The board of directors shall elect a chairman from Selskabets direktører må ikke vælges til formand. among its members. Members of the executive board may not be appointed chairman.

10.3 Bestyrelsen er beslutningsdygtig, når over halvdelen The board meeting shall constitute a quorum when af samtlige bestyrelsesmedlemmer er til stede. more than half of the directors are present. Bestyrelsens beslutninger træffes ved simpelt flertal. Resolutions by the board of directors shall be passed Formandens stemme er afgørende ved stemmelighed. by a simple majority of votes. In case of equality of votes shall have the casting vote.

10.4 Bestyrelsen skal vedtage en forretningsorden om The board of directors shall draw up rules of udførelsen af sit hverv. procedure governing the performance of its duties.

10.5 Referater af bestyrelsesmøder skal indsættes i en Minutes of the board meetings shall be entered in a protokol, som skal underskrives af de minute book and shall be signed by the directors bestyrelsesmedlemmer, som er til stede på møderne. present.

10.6 Selskabets koncernsprog er engelsk. Møder i The Company's corporate language shall be English. bestyrelsen afholdes på engelsk. Dokumenter Board meetings will be conducted in English. udarbejdet til bestyrelsens brug udarbejdes på Documents prepared for the use of the board of engelsk. directors shall be prepared in English.

DIREKTION EXECUTIVE BOARD 11.

11.1 Bestyrelsen ansætter 1-3 direktører til at varetage den The board of directors shall appoint an executive daglige ledelse af selskabets virksomhed. Formanden board consisting of 1-3 members to be in charge of for bestyrelsen kan ikke ansættes som direktør. the day-to-day operations of the Company. The chairman is not eligible for the executive board.

TEGNINGSREGEL POWER TO BIND THE COMPANY 12.

12.1 Selskabet tegnes af et bestyrelsesmedlem og en The Company is bound by joint signatures of a direktør i forening eller af to direktører i forening eller member of the board of directors and a member of the af den samlede bestyrelse. executive board or by joint signatures of two members of the executive board or by the signatures of all members of the board of directors.

REVISION AUDITING 13.

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13.1 Selskabets årsregnskab revideres af en The annual accounts (årsregnskab) of the Company statsautoriseret revisor valgt af generalforsamlingen shall be audited by a state-authorised public for tiden indtil næste ordinære generalforsamling. accountant appointed at the general meeting for the period until the next annual general meeting.

REGNSKABSÅR, ÅRSRAPPORT MV. FINANCIAL YEAR, ANNUAL REPORT, 14. ETC.

14.1 Selskabets regnskabsår er kalenderåret. Første The financial year of the Company shall be the regnskabsår løber fra stiftelsen den 11. december calendar year. The first financial year runs from the 2006 til den 31. december 2007. incorporation on 11 December 2006 to 31 December 2007.

14.2 Årsrapporten skal give et retvisende billede af The annual report shall give a true and fair view of the selskabets aktiver og passiver, dets finansielle stilling assets and liabilities of the Company, its financial samt resultatet, jf. årsregnskabsloven. position and profit and loss, cf. the Danish Financial Statements Act (årsregnskabsloven).

EKSTRAORDINÆRT UDBYTTE EXTRAORDINARY DIVIDEND 15.

15.1 Bestyrelsen er bemyndiget til at træffe beslutning om The board of directors may make an extraordinary uddeling af ekstraordinært udbytte i distribution of dividend pursuant to the provisions of overensstemmelse med selskabslovens regler. the Danish Companies Act (selskabsloven).

ELEKTRONISK KOMMUNIKATION ELECTRONIC COMMUNICATIONS 16.

16.1 Al kommunikation fra selskabet til de enkelte All communications from the Company to the aktionærer kan ske elektronisk ved e-mail og individual shareholders may be sent electronically by generelle meddelelser vil være tilgængelige for e-mail, and general messages will be available to the aktionærerne på selskabets hjemmeside, shareholders on the Company's website, www.trigonagri.com medmindre andet følger af www.trigonagri.com, unless otherwise provided by the selskabsloven. Selskabet kan til enhver tid vælge at Danish Companies Act. The Company may at any kommunikere med almindelig brevpost. time choose to communicate by regular post.

16.2 Indkaldelse af aktionærerne til ordinær og Notices convening annual and extraordinary general ekstraordinær generalforsamling, herunder de meetings, including the full text of any proposed fuldstændige forslag til vedtægtsændringer, resolutions amending these Articles of Association, tilsendelse af dagsorden, tegningslister, årsrapporter, the agenda of meetings, subscription lists, annual fondsbørsmeddelelser, adgangskort samt øvrige reports, stock ex-change announcements, admission generelle oplysninger fra selskabet til aktionærerne cards, and any other general information from the kan fremsendes af selskabet til aktionærer via e-mail. Company to the shareholders may be sent by e-mail. Ovennævnte dokumenter, bortset fra adgangskort til Except for admission cards for general meetings, the generalforsamling, vil tillige kunne findes på above documents will also be available on the selskabets hjemmeside, www.trigonagri.com. Company's website, www.trigonagri.com.

16.3 Selskabet er forpligtet til at anmode alle i ejerbogen The Company must request that the shareholders noterede aktionærer om en elektronisk adresse, recorded in the register of shareholders provide an

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hvortil meddelelser m.v. kan sendes. Det er electronic address to which notices, etc. can be sent. aktionærens ansvar at sikre, at selskabet er i Each shareholder shall be responsible for ensuring besiddelse af den korrekte elektroniske adresse. Al that the Company has the correct e-mail address. All kommunikation fra aktionærerne til selskabet kan ske communications from shareholders to the Company elektronisk ved e-mail til en e-mail-adresse, der findes may be sent electronically by e-mail to an e-mail- på selskabets hjemmeside www.trigonagri.com. address disclosed on the Company's website www.trigonagri.com.

16.4 Aktionærerne kan på selskabets hjemmeside, Additional information about system requirements and www.trigonagri.com, finde nærmere oplysninger om the procedure for electronic communications are kravene til de anvendte systemer samt om available to shareholders on the Company's website, fremgangsmåden i forbindelse med elektronisk www.trigonagri.com. kommunikation.

---oo0oo------oo0oo---

Således vedtaget på generalforsamlingen den 11. Adopted by the general meeting on 11 December december 2006, som ændret på generalforsamlingen 2006, as amended on the general meeting on 27 27. marts 2007, som ændret på generalforsamlingen March 2007, as amended on the general meeting on 2 den 2. april 2007, som ændret på generalforsamlingen April 2007, as amended on the general meeting on 10 den 10. maj 2007, som ændret på May 2007, as amended on the general meeting on 17 generalforsamlingen den 17. marts 2008, som ændret March 2008, as amended on the meeting of the board på bestyrelsesmødet den 30. april 2008, som ændret of directors on 30 April 2008, as amended on the på generalforsamlingen den 24. april 2009 som general meeting on 24 April 2009 as amended on the ændret på generalforsamlingen den general meeting on 31 May 2010 and as amended on 31. maj 2010 og som ændret på generalforsamlingen the general meeting on 8 October 2010. den 8. oktober 2010.

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Appendix 1

Vilkårene for udstedelse af tegningsoptioner, jf. vedtægternes pkt. 5.6-5.7, er følgende The terms governing the granting of warrants (subscription rights), see Articles 5.6-5.7 of the Articles of Association, are as follows:

UDSTEDELSE AF GRANTING OF WARRANTS TEGNINGSOPTIONER

Tegningsberettiget til tegningsoptionerne er AS Trigon The right to subscribe for the warrants shall vest with Capital (Estland, registreringsnr. 10179709), jf. 0. AS Trigon Capital (Estonia, registration no. 10179709), cf. 0.

Den tegningsberettigede kan tegne 4.906.515 The holder of the subscription right may subscribe for tegningsoptioner ("Gruppe I-tegningsoptioner"). Hver 4,906,515 warrants ("Group I-warrants). Each warrant tegningsoption giver ret til at tegne en aktie i selskabet shall entitle the holder to subscribe for one share in af nominelt EUR 1. Tegning af aktier i the Company of a nominal value of EUR 1. In exercise udnyttelsesperiode (I-A), jf. 0, sker til EUR 1,24 pr. period (I-A), see Article 0 the subscription price per aktie. Tegning af aktier i udnyttelsesperiode (I-B), jf. 0, share shall be EUR 1.24. In exercise period (I-B), see sker til EUR 1,31. Tegning af aktier i Article 0, the subscription price per share shall be udnyttelsesperiode (I-C), jf. 0, sker til EUR 1,04 med EUR 1.31. In exercise period (I-C), see Article 0, the tillæg af 6% p.a. (rentes rente på 12 måneders basis) subscription price per share shall be EUR 1.04 with fra 30. april 2007 frem til dagen for selskabets the addition of 6% p.a. (compound interest on the modtagelse af formular i forbindelse med udnyttelse, basis of 12 months) from 30 April 2007 until the date jf. 0. of receipt by the Company of an exercise form, see Article 0.

Den tegningsberettigede kan endvidere tegne Further, the holder of the subscription right may 10.000.000 tegningsoptioner ("Gruppe II- subscribe for 10,000,000 warrants ("Group II- tegningsoptioner"). Hver Gruppe II-tegningsoption warrants"). Each Group II-warrant shall entitle the giver ret til at tegne en aktie i selskabet af nominelt holder to subscribe for one share in the Company of a EUR 1. Tegning af aktier sker til kurs 125 pr. EUR 100 nominal value of EUR 1. The subscription price per (EUR 1,25 pr. aktie). share shall be 125 per EUR 100 (EUR 1.25 per share).

Der betales intet vederlag for tegningsoptionerne, da No consideration shall be payable for the warrants as tegningsoptionerne udstedes i henhold til en the warrants are granted under an advisory rådgivningsaftale. agreement.

Tegningsoptionerne tegnes ved underskrift på The warrants may be subscribed for by signing the generalforsamlingsprotokollatet den 10. maj 2007. minutes of the general meeting on 10 May 2007.

UDNYTTELSE AF EXERCISE OF WARRANTS TEGNINGSOPTIONER

Tildelte Gruppe I-tegningsoptioner kan udnyttes i The Group I-warrants may be exercised in the perioderne (I-A) 30. april til 31. maj 2010 med op til following periods, (I-A) 30 April to 31 May 2010 up to 2.453.258 tegningsoptioner, og (I-B) 30. april til 31. 2,453,258 warrants, and (I-B) 30 April to 31 May 2011 maj 2011 med op til 2.453.257 tegningsoptioner. up to 2,453,257 warrants. If Group I-warrants remain Såfremt Gruppe I-tegningsoptioner ikke er udnyttet i unexercised during (I-A), the number of warrants that

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(I-A), forøges antallet af tegningsoptioner, der kan may be exercised in (I-B) shall not be increased. udnyttes i (I-B), ikke.

Såfremt en direkte eller indirekte erhverver af aktier i If a direct or indirect acquirer of shares in the selskabet bliver forpligtet til at give alle selskabets Company is obliged to offer all of the shareholders in aktionærer mulighed for at afhænde deres aktier på the Company the option to dispose of their shares on identiske betingelser, skal samtlige udestående identical terms, then all outstanding warrants shall be tegningsoptioner kunne udnyttes i en periode (I-C) på exercisable in a period (I-C) of 6 months from the day 6 måneder fra den dag, hvor selskabets bestyrelse when the board of directors of the company became blev bekendt med denne forpligtelse. aware of this obligation.

Tildelte Gruppe II-tegningsoptioner kan udnyttes i The Group II-warrants may be exercised in the perioderne (II-A) 30. april til 31. oktober 2010, (II-B) following periods, (II-A) 30 April to 31 October 2010, 30. april til 31. oktober 2011 og (II-C) 30. april til 31. (II-B) 30 April to 31 October 2011 and (II-C) 30 April to oktober 2012, med op til 2.500.000 tegningsoptioner i 31 October 2012, with up to 2,500,000 warrants in (II- (II-A), op til 2.500.000 tegningsoptioner i (II-B) og op til A), up to 2,500,000 warrants in (II-B) and up to 5.000.000 tegningsoptioner fordelt på to separate 5,000,000 warrants in two separate tranches of trancher á 2.500.000 tegningsoptioner i (II-C). 2,500,000 warrants each in (II-C). Exercise of the Udnyttelse af tranchen i (II-A) er betinget af, at tranche in (II-A) is subject to the condition of Aktionærafkast udgør mere end 152 % af Shareholder Return exceeding more than 152 % of tegningskursen, jf. 0, på 20 handelsdage i (II-A). the subscription price, see Article 0, on 20 trading Tilsvarende gælder for tranchen i (II-B) og de to days in (II-A). The tranche in (II-B) and the two trancher i (II-C), idet Aktionærafkast skal udgøre mere tranches in (II-C) are accordingly subject to the said end 175 % i (II-B) og henholdsvis 201 % og 249 % i condition, the Shareholder Return exceeding more de to trancher i (II-C) i alle tilfælde i forhold til than 175 % in (II-B), and 201 % and 249 % tegningskursen, jf. 0. respectively in the two tranches in (II-C) in all cases of the subscription price, see Article 0.

Shareholder Return on a trading day shall be calculated as the sum of (i) the final price as a Aktionærafkast på en handelsdag beregnes som weighted average of all trades on that day, and (ii) the summen af (i) slutkursen som et vægtet gennemsnit value of all distributions to the shareholders of the af alle dagens handler, og (ii) værdien af samtlige Company, including dividends, buy back of shares udlodninger til selskabets aktionærer, herunder and capital decrease, with the deduction of the gross udbytte, køb af egne aktier og kapitalnedsættelse, amount of dividend tax withheld by the Company, med fradrag af bruttobeløbet af udbytteskat indeholdt divided by the total number of shares in the Company. af selskabet i forbindelse med udlodningerne, divideret med det totale antal aktier i selskabet. If exercise cannot take place in (II-A) due to the condition on Shareholder Return not being fulfilled, Såfremt udnyttelse ikke kan ske i (II-A) som følge af, the tranche in (II-B) shall be increased by 2,500,000 at betingelsen om Aktionærafkast ikke opfyldes, warrants. If exercise accordingly cannot take place in forøges tranchen i (II-B) med 2.500.000 (II-B), the 201 % tranche in (II-C) shall be increased tegningsoptioner. Såfremt udnyttelse tilsvarende ikke by 2,500,000 warrants, if the condition on Shareholder kan ske i (II-B), forøges 201 %-tranchen i (II-C) med Return is not fulfilled in (II-A), and by 5,000,000 2.500.000 tegningsoptioner, hvis betingelsen om warrants respectively, if the condition on Shareholder Aktionærafkast ikke opfyldes i (II-B), henholdsvis med Return is not fulfilled in (II-A) and (II-B). 5.000.000 tegningsoptioner, hvis betingelsen om Aktionærafkast ikke opfyldes i (II-A) og (II-B). If a direct or indirect acquirer of shares in the Company is obliged to offer all of the shareholders in Såfremt en direkte eller indirekte erhverver af aktier i the Company the option to dispose of their shares on selskabet bliver forpligtet til at give alle selskabets

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aktionærer mulighed for at afhænde deres aktier på identical terms, then all outstanding warrants shall be identiske betingelser, skal samtlige udestående exercisable in a period (II-D) of 6 months from the day tegningsoptioner kunne udnyttes i en periode (II-D) på when the board of directors of the Company became 6 måneder fra den dag, hvor selskabets bestyrelse aware of the obligation. Exercise is subject to the blev bekendt med denne forpligtelse. Udnyttelse er condition that the final price of the shares, weighted betinget af, at slutkursen på aktierne, vægtet average of all trades, on 20 trading days in the gennemsnit af alle handler, på 20 handelsdage i exercise period exceeds the subscription price, see udnyttelsesperioden overstiger tegningskursen, jf. 0, Article 0, with the addition of 15 % p.a. (compound med tillæg af 15 % p.a. (rentes rente på 12 måneders interest on the basis of 12 months) from 30 April 2007 basis) fra den 30. april 2007 og frem til dagen for until the date of receipt by the Company of an selskabets modtagelse af formular i forbindelse med exercise form, see Article 0. udnyttelse, jf. 0.

Tegningsoptionerne kan udnyttes helt eller delvist, The warrants may be exercised in whole or in part, dog skal udnyttelse ske med minimum 100.000 subject to a minimum exercise of 100,000 per tegningsoptioner pr. gang. subscription.

Udnyttelse af tegningsoptioner skal ske ved, at en af Warrants may be exercised by completing and signing selskabet udarbejdet formular i udfyldt og a form drawn up by the Company and forwarding it to underskrevet stand ved telefax eller anbefalet brev the Company's address by telefax or registered mail. sendes til selskabet på selskabets adresse. Betaling Payment for the shares subscribed for shall be made af de tegnede aktier skal ske ved kontant indbetaling in cash to the Company's account not later than 14 til selskabets konto senest 14 dage efter, at selskabet days after the Company's receipt of the above form. har modtaget ovennævnte formular.

Såfremt formular ikke modtages i behørig stand eller If the form is not received as provided for in Articles 0- betaling ikke sker rettidigt, jf. 0-0, anses de 0, or payment is late, the warrants shall be deemed omhandlede tegnings-optioner ikke for udnyttet og unexercised, and any notice of exercise of warrants eventuel meddelelse om udnyttelse af on the basis of the form shall be deemed not given. tegningsoptioner i henhold til formular anses for The Company shall return any amount paid as soon bortfaldet. Selskabet skal hurtigst muligt returnere as possible. eventuelle indbetalte beløb.

Udnyttelse af tegningsoptioner er betinget af, at den The exercise of warrants shall be subject to the holder tegningsberettigede har åbnet en depotkonto, som of the warrant having opened a custody account to be kan godkendes af selskabet, hvortil de tegnede aktier approved by the Company, to which the shares kan overføres. Enhver omkostning i forbindelse med subscribed for may be transferred. All costs pertaining nævnte depotkonto bæres af den tegningsberettigede. to the custody account shall be paid by the holder of the warrant.

Selskabet skal snarest muligt anmelde den foretagne The Company shall register the capital increase with kapitalforhøjelse til Erhvervs- og Selskabsstyrelsen. the Danish Commerce and Companies Agency Selskabet skal snarest muligt efter kapitalforhøjelsens without delay, and shall as soon as possible after registrering overføre de tegnede aktier til den such registration transfer the shares subscribed for to tegningsberettigedes depot, jf. 0, idet formularen the custody account of the holder of the subscription udarbejdet af selskabet, jf. 0, skal indeholde nærmere right, see Article 0, as specified in the form drawn up bestemmelser herom. by the Company, see Article 0.

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For aktier tegnet ved udnyttelse af tegningsoptioner In addition, shares subscribed for by the exercise of gælder endvidere, warrants shall be subject to the following conditions:

that the maximum nominal amount of the capital at størstebeløbet af den kapitalforhøjelse, der increase effected by the issue of shares based kan tegnes aktier for i henhold til Gruppe I- on Group I-warrants shall be EUR 4,906,515, tegningsoptioner, er nominelt EUR 4.906.515 and the minimum nominal amount shall be og mindstebeløbet nominelt EUR 100.000, EUR 100,000; at størstebeløbet af den kapitalforhøjelse, der that the maximum nominal amount of the capital kan tegnes aktier for i henhold til Gruppe II- increase effected by the issue of shares based tegningsoptioner, er nominelt EUR on Group II-warrants shall be EUR 10.000.000 og mindstebeløbet nominelt EUR 10,000,000, and the minimum nominal amount 100.000, shall be EUR 100,000; at der for de nye aktier skal gælde samme that pre-emption right applying to the existing fortegningsret som for de eksisterende aktier shares shall also apply have no pre-emption ved fremtidige kapitalforhøjelser, right to the new shares; at de nye aktier skal være omsætningspapirer, that the new shares shall be negotiable instruments;

at de nye aktier skal noteres eller optages til handel som dematerialiserede aktier, that the new shares shall be listed or admitted for registreres i en værdipapircentral og lyde på trade as dematerialized shares, shall be ihændehaver, registered with a securities centre and shall be bearer shares;

at de nye aktier skal noteres i selskabets aktiebog, that the new shares shall be recorded in the Company's register of shareholders;

that the pre-emption right applying to the existing at der for de nye aktier skal gælde samme shares shall also apply to the new shares in fortegningsret som for de eksisterende aktier connection with future capital increases; ved fremtidige kapitalforhøjelser,

that the new shares shall confer upon the holder at de nye aktier giver ret til vedtagne the right to receive dividend upon decision and udbytteudlodninger og andre rettigheder i other rights in the Company from the date of selskabet fra tidspunktet for registration of the capital increase; kapitalforhøjelsens registrering,

that if any changes have been made to the rights

of the shares in respect of which the warrants at såfremt der forinden udnyttelse af may be exercised before the warrants are tegningsoptioner er sket ændringer af exercised, see the Company's Articles of rettighederne gældende for aktier, som Association, the new shares shall carry the tegningsoptionerne giver ret til, jf. selskabets same rights as the existing shares at the time vedtægter, skal de nye aktier have samme of the exercise; rettigheder som de eksisterende aktier på

tidspunktet for udnyttelsen, that the new shares shall be issued in

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denominations of EUR 1; and at de nye aktier udstedes i stykstørrelser à EUR 1, og that if the nominal amount of the shares in respect of which the warrants may be exercised is at såfremt den nominelle størrelse af aktierne, changed before the warrants are exercised, som tegningsoptionerne giver ret til, ændres the nominal amount of the new shares shall be inden udnyttelse af tegningsoptioner, skal den changed accordingly. nominelle størrelse af de nye aktier ændres tilsvarende.

TEGNINGSOPTIONERNES OPHØR EXPIRY OF THE WARRANTS

Gruppe I-tegningsoptioner, der ikke er udnyttet i Any Group I-warrants that remain unexercised during udnyttelsesperioderne (I-A) eller (I-B), jf. 2.1, ophører the exercise periods (I-A) or (I-B), see Article 2.1 shall samtidig med udløbet af (I-A) henholdsvis (I-B). expire upon expiry of (I-A) and (I-B) respectively. Any Gruppe I-tegningsoptioner, der ikke er udnyttet ved Group I-warrants that remain unexercised during the udløbet af udnyttelsesperioden (I-C), jf. 2.1, kan exercise period (I-C), see Article 2.1 shall survive the fortsat udnyttes enten i periode (I-A) eller (I-B) eller expiry of (I-C) and may be exercised either in period hvis en ny udnyttelsesperiode (I-C) indtræder. (I-A) or (I-B) or if a new exercise period (I-C) occurs.

Gruppe II-tegningsoptioner, der ikke er udnyttet i Any Group II-warrants that remain unexercised during udnyttelsesperioderne (II-A), (II-B) eller (II-C), jf. 0, the exercise periods (II-A), (II-B) or (II-C), see Article 0 ophører samtidig med udløbet af (II-C). Gruppe II- shall expire upon expiry of (II-C). Any Group II- tegningsoptioner, der ikke er udnyttet ved udløbet af warrants that remain unexercised during the exercise udnyttelsesperioden (II-D), jf. 0, kan fortsat udnyttes period (II-D), see Article 0 shall survive the expiry of enten i periode (II-A), (II-B) eller (II-C) eller hvis en ny (II-D) and may be exercised either in periods (II-A), (II- udnyttelsesperiode (II-D) indtræder. B) or (II-C) or if a new exercise period (II-D) occurs.

RETSSTILLING VED FUSION, LEGAL POSITION UPON MERGER, SPALTNING M.V. DEMERGER, ETC.

Såfremt aktiekapitalen i selskabet forhøjes ved If the share capital of the Company is increased by a udstedelse af fondsaktier eller ved udstedelse af bonus issue or an issue of shares at a subscription aktier med en tegningskurs, der er lavere end price that is lower than the market value of such markedskursen, eller såfremt den nominelle værdi af shares, or if the nominal value of the shares is altered, aktierne ændres, skal antallet af uudnyttede the number of warrants that remain unexercised at the tegningsoptioner på tidspunktet for beslutning herom time of the resolution on the bonus issue or capital og/eller udnyttelseskursen justeres således, at enhver increase and/or the exercise price shall be adjusted to uudnyttet tegningsoption repræsenterer den samme the effect that any unexercised warrants shall værdi som umiddelbart forinden beslutningen. Bortset represent the same value as immediately before the fra justeringen af antallet af tegningsoptioner, skal alle resolution. Apart from the adjustment to the number of øvrige rettigheder og pligter for de warrants, all other rights and obligations of the holders tegningsberettigede forblive uændrede. Ingen andre of the warrants shall remain unaltered. No other ændringer i selskabets kapital eller udstedelse af change in the Company‟s capital, nor any issuance of konvertible gældsbreve, optioner eller convertible debt instruments, options or warrants, nor tegningsoptioner eller opløsning ved fusion eller any dissolution, including dissolution by merger or spaltning, skal berettige de tegningsberettigede til at demerger, shall entitle the holders of warrants to kræve en justering af de uudnyttede tegningsoptioner. require adjustment to the number of warrants outstanding.

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Regulering af antal tegningsoptioner og/eller Any adjustment of the number of warrants and/or of udnyttelseskurs, jf. 0, skal foretages af selskabets the exercise price, cf. Article 0 above, shall be made statsautoriserede revisor. by the Company's state-authorized public accountant.

BEGRÆNSNINGER RESTRICTIONS

Tegningsoptionerne kan ikke overdrages, bortset fra The warrants shall be non-transferable, except for overdragelse til (i) en af AS Trigon Capital's transfers to (i) any Associate of AS Trigon Capital; (ii) associerede virksomheder, (ii) personer, som er ansat any person employed by or in the service of AS Trigon hos, eller arbejder for AS Trigon Capital eller dets Capital or any of its Affiliates and, at the time of the associerede virksomheder, og som på tidspunktet for transfer resolution, taking part in provision of services beslutningen deltager i levering af ydelser i henhold til under an advisory agreement with the Company; and en rådgivningsaftale med selskabet, og (iii) selskaber (iii) any company or entity controlled by any person eller virksomheder, der kontrolleres af de under (ii) referred to in (ii). nævnte personer.

Tegningsoptionerne må ikke underkastes The warrants may not be made subject to any debt kreditorforfølgning eller nogen anden form for enforcement or any other enforcement proceedings. tvangsfuldbyrdelse.

Tegningsoptionerne må ikke pantsættes over for The warrants may not be charged to any third party. tredjemand.

Selskabet kan suspendere muligheden for udnyttelse i The Company may suspend the right to exercise the en periode, hvis en sådan suspension efter selskabets warrants for any period if deemed necessary by the skøn er nødvendig for at selskabet kan overholde love Company to comply with any statute or delegated eller administrative forskrifter, herunder vedrørende legislation, including in respect of securities trading. værdipapirhandel.

OMKOSTNINGER COSTS

Selskabet afholder omkostningerne i forbindelse med The Company shall pay all costs relating to the issue udstedelse af tegningsoptioner og senere udnyttelse of the warrants and the subsequent exercise thereof, heraf, jf. dog 0. Omkostningerne, som selskabet skal cf. however Article 0. The costs to be paid by the afholde, anslås at andrage EUR 10.000. Company are estimated at EUR 10,000.

TVIST DISPUTES

Enhver tvist, som måtte opstå i anledning af vilkårene Any dispute arising out of or in connection with these for tegningsoptionerne, skal afgøres ved voldgift ifølge terms governing the warrants shall be settled by "Regler for behandling af sager ved Det Danske arbitration in accordance with the "Rules of Arbitration Voldgiftsinstitut (Danish Arbitration)". Medlemmer af Procedure of the Danish Institute of Arbitration". The voldgiftsretten udpeges af instituttet i arbitrators shall be appointed by the Institute under overensstemmelse med de anførte regler. Dansk ret these rules. The dispute shall be settled in

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og det engelske sprog skal anvendes under voldgifts- accordance with Danish law, and the language of the sagen. arbitration proceedings shall be English.

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Appendix 2

Vilkårene for udstedelse af tegningsoptioner, jf. vedtægternes pkt. 5.9, 5.10 og 5.11, er følgende: The terms governing the granting of warrants (subscription rights), see Articles 5.9, 5.10 and 5.11 of the Articles of Association, are as follows:

UDSTEDELSE AF GRANTING OF WARRANTS TEGNINGSOPTIONER

Tegningsberettiget til tegningsoptionerne er AS Trigon The right to subscribe for the warrants shall vest with Agri Advisors (reg. nr. 11486477)(Estland), jf. 5.1. AS Trigon Agri Advisors (company reg. no.11486477)(Estonia), cf. 5.1.

Den tegningsberettigede kan i alt tegne 17.500.000 The holder of the subscription right may subscribe for tegningsoptioner svarende til 25 % af 17,500,000 warrants in total equivalent to 25 % of the kapitalforhøjelsen vedtaget den 30. april 2008 af share increase decided by the board of directors on selskabets bestyrelse i henhold til vedtægternes pkt. 30 April 2008 pursuant to the Articles of Association, 5.8. Hver tegningsoption giver ret til at tegne en aktie i Article 5.8. Each warrant shall entitle the holder to selskabet af nominelt EUR 1. Tegning af aktier sker til subscribe for one share in the Company of a nominal en kurs svarende til tegningskursen ved value of EUR 1. The subscription price per share shall kapitalforhøjelsen i henhold til vedtægternes pkt. 5.8. be equivalent to the subscription price of the share increase pursuant to the Articles of Association, Article 5.8.

Der betales intet vederlag for tegningsoptionerne, da No consideration shall be payable for the warrants as tegningsoptionerne udstedes i henhold til en the warrants are granted under an advisory rådgivningsaftale. agreement.

UDNYTTELSE AF EXERCISE OF WARRANTS TEGNINGSOPTIONER

Tildelte tegningsoptioner kan udnyttes i perioderne (A) The warrants may be exercised in the following 30. april til 31. oktober 2011 med op til et antal periods, (A) 30 April to 31 October 2011 up to a tegningsoptioner svarende til 25 % af 17.500.000, (B) number of warrants equivalent to 25 % of 17,500,000, 30. april til 31. oktober 2012 med op til et antal (B) 30 April to 31 October 2012 up to a number of tegningsoptioner svarende til 25 % af 17.500.000, og warrants equivalent to 25 % of 17,500,000, and (C) 30 (C) 30. april til 31. oktober 2013 med op til et antal April to 31 October 2013 up to a number of warrants tegningsoptioner svarende til 50 % af 17.500.000 equivalent to 50 % of 17,500,000 in two separate fordelt på to separate trancher (C-I) et antal tranches (C-I) of a number of warrants equivalent to tegningsoptioner svarende til 25 % af 17.500.000 og 25 % of 17,500,000 and (C-II) of a number of warrants (C-II) et antal tegningsoptioner svarende til 25 % af equivalent to 25 % of 17,500,000. 17.500.000. Exercise of the tranche in (A) is subject to the Udnyttelse af tranchen i (A) er betinget af, at condition of Shareholder Return exceeding more than Aktionærafkast udgør mere end 152 % af 152 % of the subscription price, see Article 1.2, on 20 tegningskursen, jf. 1.2, på 20 handelsdage i (A). trading days in (A). The tranche in (B) and the two Tilsvarende gælder for tranchen i (B) og de to tranches in (C) are accordingly subject to the said trancher i (C), idet Aktionærafkast skal udgøre mere condition, the Shareholder Return exceeding more end 175 % i (B), 201 % i (C-I) og 249 % i (C-II) i alle than 175 % in (B), 201 % in (C-I) and 249 % (C-II) in tilfælde i forhold til tegningskursen, jf. 1.2. all cases of the subscription price, see Article 1.2.

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If a direct or indirect acquirer of shares in the Company is obliged to offer all of the shareholders in the Company the option to dispose of their shares on Såfremt en direkte eller indirekte erhverver af aktier i identical terms, then all outstanding warrants shall be selskabet bliver forpligtet til at give alle selskabets exercisable in a period (D) of 6 months from the day aktionærer mulighed for at afhænde deres aktier på when the board of directors of the company became identiske betingelser, skal samtlige udestående aware of this obligation. tegningsoptioner kunne udnyttes i en periode (D) på 6 måneder fra den dag, hvor selskabets bestyrelse blev bekendt med denne forpligtelse.

Aktionærafkast på en handelsdag beregnes som Shareholder Return on a trading day shall be summen af (i) slutkursen som et vægtet gennemsnit calculated as the sum of (i) the final price as a af alle dagens handler, og (ii) værdien af samtlige weighted average of all trades on that day, and (ii) the udlodninger til selskabets aktionærer, herunder value of all distributions to the shareholders of the udbytte, køb af egne aktier og kapitalnedsættelse, Company, including dividends, buy back of shares med fradrag af bruttobeløbet af udbytteskat indeholdt and capital decrease, with the deduction of the gross af selskabet i forbindelse med udlodningerne, amount of dividend tax withheld by the Company, divideret med det totale antal aktier i selskabet. divided by the total number of shares in the Company.

Såfremt udnyttelse ikke kan ske i (A) som følge af, at If exercise cannot take place in (A) due to the betingelsen om Aktionærafkast ikke opfyldes, forøges condition on Shareholder Return not being fulfilled, tranchen i (B) med et antal tegningsoptioner svarende the tranche in (B) shall be increased by a number of til 25 % af 17.500.000. Såfremt udnyttelse tilsvarende warrants equivalent to 25 % of 17,500,000. If exercise ikke kan ske i (B), forøges (C-I) 201 %-tranchen med accordingly cannot take place in (B), the (C-I) 201 % et antal tegningsoptioner svarende til 25 % af tranche shall be increased by a number of warrants 17.500.000, hvis betingelsen om Aktionærafkast ikke equivalent to 25 % of 17,500,000, if the condition on opfyldes i (B), henholdsvis med et antal Shareholder Return is not fulfilled in (A), and by a tegningsoptioner svarende til 50 % af 17.500.000, hvis number of warrants equivalent to 50 % of 17,500,000 betingelsen om Aktionærafkast ikke opfyldes i (A) og respectively, if the condition on Shareholder Return is (B). not fulfilled in (A) and (B).

If a direct or indirect acquirer of shares in the Såfremt en direkte eller indirekte erhverver af aktier i Company is obliged to offer all of the shareholders in selskabet bliver forpligtet til at give alle selskabets the Company the option to dispose of their shares on aktionærer mulighed for at afhænde deres aktier på identical terms, then all outstanding warrants shall be identiske betingelser, skal samtlige udestående exercisable in a period (D) of 6 months from the day tegningsoptioner kunne udnyttes i en periode (D) på 6 when the board of directors of the Company became måneder fra den dag, hvor selskabets bestyrelse blev aware of the obligation. Exercise is subject to the bekendt med denne forpligtelse. Udnyttelse er condition that the final price of the shares, weighted betinget af, at slutkursen på aktierne, vægtet average of all trades, on 20 trading days in the gennemsnit af alle handler, på 20 handelsdage i exercise period exceeds the subscription price, see udnyttelsesperioden overstiger tegningskursen, jf. 1.2, Article 1.2, with the addition of 15 % p.a. (compound med tillæg af 15 % p.a. (rentes rente på 12 måneders interest on the basis of 12 months) from 30 April 2008 basis) fra den 30. april 2008 og frem til dagen for until the date of receipt by the Company of an selskabets modtagelse af formular i forbindelse med exercise form, see Article 2.4. udnyttelse, jf. 2.4.

Tegningsoptionerne kan udnyttes helt eller delvist, The warrants may be exercised in whole or in part, dog skal udnyttelse ske med minimum 100.000 subject to a minimum exercise of 100,000 warrants

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tegningsoptioner pr. gang. per subscription.

Udnyttelse af tegningsoptioner skal ske ved, at en af Warrants may be exercised by completing and signing selskabet udarbejdet formular i udfyldt og a form drawn up by the Company and forwarding it to underskrevet stand ved telefax eller anbefalet brev the Company's address by telefax or registered mail. sendes til selskabet på selskabets adresse. Betaling Payment for the shares subscribed for shall be made af de tegnede aktier skal ske ved kontant indbetaling in cash to the Company's account not later than 14 til selskabets konto senest 14 dage efter, at selskabet days after the Company's receipt of the above form. har modtaget ovennævnte formular.

Såfremt formular ikke modtages i behørig stand eller If the form is not received as provided for in Articles betaling ikke sker rettidigt, jf. 2.1-2.2, anses de 2.1-2.2, or payment is late, the warrants shall be omhandlede tegnings-optioner ikke for udnyttet og deemed unexercised, and any notice of exercise of eventuel meddelelse om udnyttelse af warrants on the basis of the form shall be deemed not tegningsoptioner i henhold til formular anses for given. The Company shall return any amount paid as bortfaldet. Selskabet skal hurtigst muligt returnere soon as possible. eventuelle indbetalte beløb.

Udnyttelse af tegningsoptioner er betinget af, at den The exercise of warrants shall be subject to the holder tegningsberettigede har åbnet en depotkonto, som of the warrant having opened a custody account to be kan godkendes af selskabet, hvortil de tegnede aktier approved by the Company, to which the shares kan overføres. Enhver omkostning i forbindelse med subscribed for may be transferred. All costs pertaining nævnte depotkonto bæres af den tegningsberettigede. to the custody account shall be paid by the holder of the warrant.

Selskabet skal snarest muligt anmelde den foretagne The Company shall register the capital increase with kapitalforhøjelse til Erhvervs- og Selskabsstyrelsen. the Danish Commerce and Companies Agency Selskabet skal snarest muligt efter kapitalforhøjelsens without delay, and shall as soon as possible after registrering overføre de tegnede aktier til den such registration transfer the shares subscribed for to tegningsberettigedes depot, jf. 2.6, idet formularen the custody account of the holder of the subscription udarbejdet af selskabet, jf. 2.4, skal indeholde right, see Article 2.6, as specified in the form drawn up nærmere bestemmelser herom. by the Company, see Article 2.4.

For aktier tegnet ved udnyttelse af tegningsoptioner In addition, shares subscribed for by the exercise of gælder endvidere, warrants shall be subject to the following conditions:

that the maximum nominal amount of the capital at størstebeløbet af den kapitalforhøjelse, der increase effected by the issue of shares based kan tegnes aktier for i henhold til on the warrants shall be EUR 17,500,000, and tegningsoptionerne, er nominelt EUR the minimum nominal amount shall be EUR 17.500.000 og mindstebeløbet nominelt EUR 100,000; 100.000, that pre-emption right applying to the existing shares shall also apply have no pre-emption right to the new shares; at der for de nye aktier skal gælde samme fortegningsret som for de eksisterende aktier ved fremtidige kapitalforhøjelser, that the new shares shall be negotiable

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instruments; at de nye aktier skal være omsætningspapirer, that the new shares shall be listed or admitted for at de nye aktier skal noteres eller optages til trade as dematerialized shares, shall be handel som dematerialiserede aktier, registered with a securities centre and shall be registreres i en værdipapircentral og lyde på bearer shares; ihændehaver, that the new shares shall be recorded in the at de nye aktier skal noteres i selskabets Company's register of shareholders; aktiebog, that the pre-emption right applying to the existing shares shall also apply to the new shares in connection with future capital increases; at der for de nye aktier skal gælde samme fortegningsret som for de eksisterende aktier ved fremtidige kapitalforhøjelser, that the new shares shall confer upon the holder the right to receive dividend upon decision and other rights in the Company from the date of at de nye aktier giver ret til vedtagne registration of the capital increase; udbytteudlodninger og andre rettigheder i selskabet fra tidspunktet for kapitalforhøjelsens registrering, that if any changes have been made to the rights of the shares in respect of which the warrants may be exercised before the warrants are

exercised, see the Company's Articles of at såfremt der forinden udnyttelse af Association, the new shares shall carry the tegningsoptioner er sket ændringer af same rights as the existing shares at the time rettighederne gældende for aktier, som of the exercise; tegningsoptionerne giver ret til, jf. selskabets

vedtægter, skal de nye aktier have samme rettigheder som de eksisterende aktier på that the new shares shall be issued in tidspunktet for udnyttelsen, denominations of EUR 1; and

that if the nominal amount of the shares in respect of which the warrants may be exercised is at de nye aktier udstedes i stykstørrelser à EUR changed before the warrants are exercised, 1, og the nominal amount of the new shares shall be changed accordingly. at såfremt den nominelle størrelse af aktierne, som tegningsoptionerne giver ret til, ændres inden udnyttelse af tegningsoptioner, skal den nominelle størrelse af de nye aktier ændres tilsvarende.

TEGNINGSOPTIONERNES OPHØR EXPIRY OF THE WARRANTS

Tegningsoptioner, der ikke er udnyttet i Any warrants that remain unexercised during the udnyttelsesperioderne (A), (B) eller (C), jf. 2.1, exercise periods (A), (B) or (C), see Article 2.1 shall ophører samtidig med udløbet af (C). expire upon expiry of (C). Any warrants that remain Tegningsoptioner, der ikke er udnyttet ved udløbet af unexercised during the exercise period (D), see Article udnyttelsesperioden (D), jf. 2.1, kan fortsat udnyttes 2.1 shall survive the expiry of (D) and may be enten i periode (A), (B) eller (C) eller hvis en ny exercised either in periods (A), (B) or (C) or if a new

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udnyttelsesperiode (D) indtræder. exercise period (D) occurs.

RETSSTILLING VED FUSION, LEGAL POSITION UPON MERGER, SPALTNING M.V. DEMERGER, ETC.

Såfremt aktiekapitalen i selskabet forhøjes ved If the share capital of the Company is increased by a udstedelse af fondsaktier eller ved udstedelse af bonus issue or an issue of shares at a subscription aktier med en tegningskurs, der er lavere end price that is lower than the market value of such markedskursen, eller såfremt den nominelle værdi af shares, or if the nominal value of the shares is altered, aktierne ændres, skal antallet af uudnyttede the number of warrants that remain unexercised at the tegningsoptioner på tidspunktet for beslutning herom time of the resolution on the bonus issue or capital og/eller udnyttelseskursen justeres således, at enhver increase and/or the exercise price shall be adjusted to uudnyttet tegningsoption repræsenterer den samme the effect that any unexercised warrants shall værdi som umiddelbart forinden beslutningen. Bortset represent the same value as immediately before the fra justeringen af antallet af tegningsoptioner, skal alle resolution. Apart from the adjustment to the number of øvrige rettigheder og pligter for de warrants, all other rights and obligations of the holders tegningsberettigede forblive uændrede. Ingen andre of the warrants shall remain unaltered. No other ændringer i selskabets kapital eller udstedelse af change in the Company‟s capital, nor any issuance of konvertible gældsbreve, optioner eller convertible debt instruments, options or warrants, nor tegningsoptioner eller opløsning ved fusion eller any dissolution, including dissolution by merger or spaltning, skal berettige de tegningsberettigede til at demerger, shall entitle the holders of warrants to kræve en justering af de uudnyttede tegningsoptioner. require adjustment to the number of warrants outstanding.

Regulering af antal tegningsoptioner og/eller Any adjustment of the number of warrants and/or of udnyttelseskurs, jf. 4.1, skal foretages af selskabets the exercise price, cf. Article 4.1 above, shall be made statsautoriserede revisor. by the Company's state-authorized public accountant.

BEGRÆNSNINGER RESTRICTIONS

Tegningsoptionerne kan ikke overdrages, bortset fra The warrants shall be non-transferable, except for overdragelse til (i) en af AS Trigon Agri Advisors' transfers to (i) any Associate of AS Trigon Agri associerede virksomheder, (ii) personer, som er ansat Advisors; (ii) any person employed by or in the service hos, eller arbejder for AS Trigon Agri Advisors eller of AS Trigon Agri Advisors or any of its Affiliates and, dets associerede virksomheder, og som på at the time of the transfer resolution, taking part in tidspunktet for beslutningen deltager i levering af provision of services under an advisory agreement ydelser i henhold til en rådgivningsaftale med with the Company; and (iii) any company or entity selskabet, og (iii) selskaber eller virksomheder, der controlled by any person referred to in (ii). kontrolleres af de under (ii) nævnte personer.

Tegningsoptionerne må ikke underkastes The warrants may not be made subject to any debt kreditorforfølgning eller nogen anden form for enforcement or any other enforcement proceedings. tvangsfuldbyrdelse.

Tegningsoptionerne må ikke pantsættes over for The warrants may not be charged to any third party. tredjemand.

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Selskabet kan suspendere muligheden for udnyttelse i The Company may suspend the right to exercise the en periode, hvis en sådan suspension efter selskabets warrants for any period if deemed necessary by the skøn er nødvendig for at selskabet kan overholde love Company to comply with any statute or delegated eller administrative forskrifter, herunder vedrørende legislation, including in respect of securities trading. værdipapirhandel.

OMKOSTNINGER COSTS

Selskabet afholder omkostningerne i forbindelse med The Company shall pay all costs relating to the issue udstedelse af tegningsoptioner og senere udnyttelse of the warrants and the subsequent exercise thereof, heraf, jf. dog 2.6. Omkostningerne, som selskabet cf. however Article 2.6. The costs to be paid by the skal afholde, anslås at andrage EUR 10.000. Company are estimated at EUR 10,000.

TVIST DISPUTES

Enhver tvist, som måtte opstå i anledning af vilkårene Any dispute arising out of or in connection with these for tegningsoptionerne, skal afgøres ved voldgift ifølge terms governing the warrants shall be settled by "Regler for behandling af sager ved Det Danske arbitration in accordance with the "Rules of Arbitration Voldgiftsinstitut (Danish Arbitration)". Medlemmer af Procedure of the Danish Institute of Arbitration". The voldgiftsretten udpeges af instituttet i arbitrators shall be appointed by the Institute under overensstemmelse med de anførte regler. Dansk ret these rules. The dispute shall be settled in og det engelske sprog skal anvendes under voldgifts- accordance with Danish law, and the language of the sagen. arbitration proceedings shall be English.

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Således vedtaget på generalforsamlingen den 17. Adopted by the general meeting on 17 March 2008 marts 2008 og som ændret på bestyrelsesmødet den and as amended on the meeting of the board of 30. april 2008. directors on 30 April 2008.

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Documents incorporated by reference Investors should read all information which is incorporated in the Prospectus by reference. Those parts of the documents set forth below, which are not incorporated by reference, are not part of this Prospectus.

The information set forth below as part of the following documents shall be regarded as incorporated into the Prospectus by reference. – The Company‟s interim report for January–June 2010; – The Company‟s annual report for 2009; – The Company‟s annual report for 2008; and – The Company‟s annual report for 2007.

Information Source

Unaudited consolidated financial statements for the period Interim report January–June 2010, p. 23-26 January–June 2010 and, the corresponding period for 2009. The consolidated financial statements as at and for the six months ending 30 June 2010 have been subject to a review, but not an audit.

Auditor‟s report on review of interim financial information Interim report January–June 2010, p. 37

Audited consolidated income statement, consolidated balance Annual report 2009, p. 33-36. sheet, consolidated cash flow analyses, notes and information regarding accounting principles for the financial year 2009

Auditor‟s report for the financial year 2009 Annual report 2009, p. 92-93

Audited consolidated income statement, consolidated balance Annual report 2008, p.29-32 sheet, consolidated cash flow analyses, notes and information regarding accounting principles for the financial year 2008

Auditor‟s report for the financial year 2008 Annual report 2008, p. 84

Audited consolidated income statement, consolidated balance Annual report 2007, p. 9-12 sheet, consolidated cash flow analyses, notes and information regarding accounting principles for the financial year 2007

Auditor‟s report for the financial year 2007 Annual report 2007, p. 55

Information to which reference is made shall be read as a part of the Prospectus. This information is available on the Company‟s website, www.trigonagri.com or can be obtained from the Company in hard copy at its registered office on 19 November 2010 during the validity period of the Prospectus.

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Definitions and glossary

DEFINITION

Advisory Agreement Advisory Agreement entered into between the Trigon Agri and Trigon Advisors on 25 October 2010, pursuant to which Trigon Advisors provides the Company with certain management and advisory services.

Agricultural land Land including arable land, land under permanent crops and land under permanent meadows and pastures

Arable land Land under temporary crops (double-cropped areas are counted only once), temporary meadows for mowing or pasture, land under market and kitchen gardens and land temporarily fallow (less than five years). Abandoned land resulting from shifting cultivation is not included

Black Earth region A territory located in parts of Russia, Ukraine and Kazakhstan endowed with Black Earth

Board of Directors The Board of Directors (”bestyrelse”) of Trigon Agri

CBOT Chicago Board of Trade, an exchange for trading commodity futures and options

Cultivated land Land that is used for the growing of crops on a cyclical basis or a permanent basis, which also includes land that is normally cultivated but that has been allowed to go temporarily fallow

GDP Gross domestic product

Group Trigon Agri and its majority or wholly-owned subsidiaries

Year All annual data refer to local trade-year data ended in the fiscal year

Kolkhoz Russian collective farm established under the Soviet system

Land under cultivation Land on which agricultural or horticultural production is carried on for commercial or subsistence purposes, including, in principle, land under plantations, orchards and vineyards

NASDAQ OMX Stockholm NASDAQ OMX Stockholm AB

NASDAQ OMX First North NASDAQ OMX First North Market Place in Stockholm. The alternative market place of OMX Nordic Exchange.

OOO “Closed joint stock company”, the Russian equivalence to a limited liability company

Pai A share in jointly-owned land received by a farm worker

Prospectus This prospectus is established in conjunction with the listing of Trigon Agri‟s shares on NASDAQ OMX Stockholm

Russia The Russian Federation

Shares Shares in the Company

Sovkhoz Russian state farm established under the Soviet system

Supervisory Board The Supervisory Board (“representskab”) of Trigon Agri

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Trigon Advisors AS Trigon Agri Advisors, an Estonian company, that provides management and consulting services to the Group under the Advisory Agreement. AS Trigon Agri Advisors is a subsidiary of Trigon Capital

Trigon Agri or the Company Trigon Agri A/S (publ), company reg. no. 29801843

Trigon Capital AS Trigon Capital, an Estonian company that provided management and consulting services to the Group under the Advisory Agreement

UN United Nations

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Address The Company’s registered office Sundkrogsgade 5 DK-2100 Copenhagen Denmark Telephone +45 70 12 12

Financial advisor E. Öhman J:or Fondkommission AB P.O. Box 7415 SE-103 95 Stockholm Sweden Visitors: Berzelii Park 9, Stockholm, Sweden

Legal advisor Linklaters Advokatbyrå AB P.O. Box 7833 SE-103 98 Stockholm Sweden Visitors: Regeringsgatan 67, Stockholm, Sweden

As to Danish law: Kromann Reumert Sundkrogsgade 5 DK-2100 Copenhagen Ø Denmark

Auditor PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab Strandvejen 44 DK-2900 Hellerup Denmark

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