MINUTES from the MEETING of the BOARD of DIRECTORS of AGRIA GROUP HOLDING AD, Varna Today, 26 April 2011, a Meeting of the Board
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MINUTES FROM THE MEETING OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD, Varna Today, 26 April 2011, a meeting of the Board of Directors of Agria Group Holding AD was held in the city of Varna. The meeting was attended by all members of the Board of Directors: Emil Veselinov Raykov, Kristina Zheleva Bozhkova, Deyan Rosenov Ovcharov, Daniela Dimitrova Taneva, and Anna Dimitrova Belchinska. The meeting of the Board of Directors was held in compliance with the requirements of the Company Act and the Articles of Association of the Company. Following a discussion, the Board of Directors unanimously took the following resolutions. Item 1 Approves a reasoned report of the Board of Directors of Agria Group Holding AD under Art. 114a, para. 1 of POSA and Art. 46 of Ordinance №2 of 17.09.2003 of the Financial Supervision Commission on the prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market and on disclosure of information by the public companies and the other issuers of securities. The report approved by the Board of Directors must be presented as part of the materials for the General Meeting of Shareholders where a resolution will be voted for authorization of the persons managing and representing the Company to carry out a transaction under Art. 114, para. 1 of POSA resulting in obligations of the Company towards Raiffeisenbank Bulgaria EAD. Item 2 By virtue of the provision of Art. 223, para.1 of the Company Act it calls an extraordinary General Meeting of the Shareholders of Agria Group Holding AD, Varna, to be held on 20 June 2011 at 111 Knyaz Boris I Blvd, Primorski District, Varna, Business Center, 9th floor at 11:00 a.m. with the following agenda and draft resolutions: Item 1. Approval of a reasoned report of the Board of Directors of Agria Group Holding AD under Art. 114a, para. 1 of POSA and Art. 46 of Ordinance №2 of 17.09.2003 of the Financial Supervision Commission on the prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market and on disclosure of information by the public companies and the other issuers of securities. Draft resolution: The General Meeting of Shareholders approves the reasoned report of the Board of Directors of Agria Group Holding AD under Art. 114a, para. 1 of POSA and Art. 46 of Ordinance №2 of 17.09.2003 of the Financial Supervision Commission on the prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market and on disclosure of information by the public companies and the other issuers of securities. Item 2. Adoption of a resolution to authorize the persons managing and representing Agria Group Holding AD to enter into a transaction under which Agria Group Holding AD, in its capacity as co-debtor, shall be jointly liable /under the terms and conditions of Art. 121 and the following of the Contracts and Obligations Act/ with Kristera AD for the fulfilment of the obligation of the latter, in its capacity as borrower, stipulated in a Bank Loan Agreement with Raiffeisenbank Bulgaria EAD with an approved limit to the amount of EUR 3,000,000. Draft resolution: The General Meeting of Shareholders authorizes the persons managing and representing Agria Group Holding AD to enter into a transaction under which Agria Group Holding AD, in its capacity as co-debtor, shall be jointly liable /under the terms and conditions of Art. 121 and the following of the Contracts and Obligations Act/ with Kristera AD for the fulfilment of the obligation of the latter, in its capacity as borrower, stipulated in a Bank Loan Agreement with Raiffeisenbank Bulgaria EAD with an approved limit to the amount of EUR 3,000,000. The General Meeting authorizes the Board of Directors of the company to carry out the necessary factual and legal actions for executing the transaction with Raiffeisenbank Bulgaria EAD, in keeping with the resolution of the General Meeting of Shareholders and in accordance with the applicable provisions of the existing legislation. Item 3. Adoption of a resolution to authorize the persons managing and representing Agria Group Holding AD to enter into a transaction under which Agria Group Holding AD, in its capacity as borrower, shall enter into a cash loan agreement with Kristera AD, Popovo, in its capacity as lender, and the funds under this loan shall be spent for financing/refinancing of the costs for acquisition of title to property consisting of farming land with total area of 7,966.415 decares, located in the municipalities of Vetrino, Suvorovo and Valchi Dol, district of Varna, the municipalities Loznitsa, Razgrad and Tzar Kaloyan, district of Razgrad, the municipalities Vetovo and Ivanovo, district or Ruse, and the municipalities Popovo and Targovishte, district of Targovishte. Draft resolution: The General Meeting of Shareholders of Agria Group Holding AD, authorizes the persons managing and representing Agria Group Holding AD to enter into an agreement under which Agria Group Holding AD, in its capacity as borrower, shall enter into a cash loan agreement with Kristera AD, Popovo, in its capacity as lender, and the funds under this loan shall be spent for financing/refinancing of the costs for acquisition of title to property consisting of farming land with total area of 7,966.415 decares, located in the municipalities of Vetrino, Suvorovo and Valchi Dol, district of Varna, the municipalities Loznitsa, Razgrad and Tzar Kaloyan, district of Razgrad, the municipalities Vetovo and Ivanovo, district or Ruse, and the municipalities Popovo and Targovishte, district of Targovishte. The General Meeting authorizes the Board of Directors of the company to carry out the necessary factual and legal actions for executing the transaction with Kristera AD, Popovo, in keeping with the resolution of the General Meeting of Shareholders and in accordance with the applicable provisions of the existing legislation. Item 4. Adoption of a resolution to authorize the persons managing and representing Agria Group Holding AD to enter into one or more transactions under which Agria Group Holding AD, in its capacity as purchaser, shall acquire title to property consisting of farming land with total area of 7,966.415 decares, located in the municipalities of Vetrino, Suvorovo and Valchi Dol, district of Varna, the municipalities Loznitsa, Razgrad and Tzar Kaloyan, district of Razgrad, the municipalities Vetovo and Ivanovo, district or Ruse, and the municipalities Popovo and Targovishte, district of Targovishte, with total selling price of all property to the amount of BGN 3,839,047. Draft resolution: The General Meeting of Shareholders authorizes the persons managing and representing the Company to enter into one or more transactions under which Agria Group Holding AD, in its capacity as purchaser, shall acquire title to property consisting of farming land with total area of 7,966.415 decares, located in the municipalities of Vetrino, Suvorovo and Valchi Dol, district of Varna, the municipalities Loznitsa, Razgrad and Tzar Kaloyan, district of Razgrad, the municipalities Vetovo and Ivanovo, district or Ruse, and the municipalities Popovo and Targovishte, district of Targovishte, with total selling price of all property to the amount of BGN 3,839,047. The General Meeting authorizes the Board of Directors of the company to carry out the necessary factual and legal actions for executing the transactions for acquisition of title to farming land, in keeping with the resolution of the General Meeting of Shareholders and in accordance with the applicable provisions of the existing legislation. Item 5. Adoption of a resolution to authorize the persons managing and representing Agria Group Holding AD to set up, in accordance with the legally stipulated terms and procedure, one or more mortgages on property consisting of farming land with total area of 7,966.415 decares, located in the municipalities of Vetrino, Suvorovo and Valchi Dol, district of Varna, the municipalities Loznitsa, Razgrad and Tzar Kaloyan, district of Razgrad, the municipalities Vetovo and Ivanovo, district or Ruse, and the municipalities Popovo and Targovishte, district of Targovishte, in order to secure the receivables of Raiffeisenbank Bulgaria EAD under financing provided to Kristera AD, Popovo, to the total amount of EUR 3,000,000. Draft resolution: The General Meeting of Shareholders of Agria Group Holding AD authorizes the persons managing and representing the Company to set up, in accordance with the legally stipulated terms and procedure, one or more mortgages on property consisting of farming land with total area of 7,966.415 decares, located in the municipalities of Vetrino, Suvorovo and Valchi Dol, district of Varna, the municipalities Loznitsa, Razgrad and Tzar Kaloyan, district of Razgrad, the municipalities Vetovo and Ivanovo, district or Ruse, and the municipalities Popovo and Targovishte, district of Targovishte, in order to secure the receivables of Raiffeisenbank Bulgaria EAD under financing provided to Kristera AD, Popovo, to the total amount of EUR 3,000,000. The General Meeting authorizes the Board of Directors of the company to carry out the necessary factual and legal actions for executing the transactions for setting up one or more mortgages on farming land, in keeping with the resolution of the General Meeting of Shareholders and in accordance with the applicable provisions of the existing legislation. In case of insufficient quorum, by virtue of the provisions of Art. 227, para. 3 of the Company Act, a new General Meeting of Shareholders shall be held on 11 July 2011 at 11:00 a.m. at the same place and with the same agenda, and it shall be legal irrespective of the capital represented at the meeting.