EMPRESA AGRÍCOLA “TECNIAGREX” S.A MEMORÁNDUM

58.

56. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of declaring a dividend, the consideration of the accounts and balance sheet and the reports of the Directors and Auditors, and any other documents accompanying or annexed to the balance sheet, the election of Directors and Auditors and the fixing of the remuneration of the Directors and Auditors.

59.

57. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. For all purposes the quorum shall be not less than three members personally present. In determining attendance for the purposes of quorum, it is immaterial whether members attending a meeting are in the same place as each other. Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that; if they have rights to speak and vote at the meeting, they are able to exercise them.

APPENDIX IV

PROPOSED NEW ARTICLES OF ASSOCIATION

60.

58. lf within fifteen minutes from the time appointed for the holding of a General Meeting a quorum is not present, the meeting if convened on the requisition of members, shall be dissolved. ln any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such time and place as the Chairman (or in default, the Board) may determine, and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the members present shall be a quorum. (Amended, 21.4.2005)

61.

59. The Chairman (if any) of the Board shall preside at every General Meeting of the Company. lf there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to act as Chairman, one of the Vice-Chairmen shall if present and willing to act preside at such meeting, but if the Chairman and a Vice-Chairman shall not be so present and willing to act the Directors present shall choose one of their number to act, or if there be only one Director present he shall be Chairman if willing to act. lf there be no Director present and willing to act, the members present shall choose one of their number to be Chairman of the meeting.

62.

60. The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, seven clear days’ notice at the least, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

63.

61. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless before or upon the declaration of the result of the show of hands a poll be demanded by the Chairman or by at least two members present in person or by proxy for the time being entitled to vote at the meeting, or by a member or members representing not less than 10 five per cent of the total voting rights of all the members having the right to vote at the meeting, or by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 10 per cent of the total sum paid up on all the shares conferring that right, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution. lf any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the resolution, unless it be pointed out at the same meeting, and unless it shall in the opinion of the Chairman of the meeting be of sufficient magnitude to vitiate the resolution. (Amended, 26.4.1990)

64.

62. lf a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman shall direct (including the use of ballot or voting papers or tickets), and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

65.

63. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the Chairman directs not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded.

66.

64. ln the case of an equality of votes, either on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

67.

65. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business, other than the question on which a poll has been demanded.

68.

66. The demand for a poll may be withdrawn and no notice need be given of a poll not taken immediately.