EURO GRASS B.V.Liquidiert

EURO GRASS B.V.

Lippstadt

Jahresabschluss zum Geschäftsjahr vom 01.07.2011 bis zum 30.06.2012

Directors' report of Euro Grass B.V. on the financial year 2011/2012

Background and gals of the entity

Euro Grass B. V. is a company owned by the DSV AG, Germany and Hunsballe Frø A/S, Denmark with the goal to produce forage crops and turf grasses in the Netherlands as well as marketing them both in the Netherlands and internationally. The German subsidiary is responsible for international sales whereas the, activities in the Netherlands is preliminarily seed production and domestic sales.

Business development of the industry

The 2011 harvest in Europe remained on a low level and even fell below the 2010 crop. The reasons for that are to be traced back both to low grass seed acreages and to very difficult harvest conditions as a consequence of heavy rains in north-west Europe during July and August 2011. Increasing market prices motivated European farmers to raise their acreage for grass seed production. However it is expected that even under assumption of a moderate consumption in 2012/2013, the necessary stock levels cannot be filled up again with the 2012 harvest, The apparent European shortages in seed supply since summer 2010 had led to increased importations of turf grasses from North America during the crop year 2011/2012. However, due to good US consumption autumn 2011, low production acreages in the main production areas and last hut not least the weakening Euro against the US Dollar led to notable price increments.

All this had a significant positive influence an the market development, with large price Increases in the large species, especially forage Perennial ryegrasses. Species as Meadow fescue or Timothy became extremely scarce, prices partly reached all-time-high in 2011/2012. The turf markets noted price increments as well, however, prices remained lower than in the forage business.

Sales and business development

Low inventories from the previous crop year and a small harvest restricted the possibilities on the sales volumes which went significantly down in comparison with 2010/2011. However, through increasing prices Euro Grass B.V. obtained a turnover of € 38,23 million in 2011/2012, (3% less than in the previous year).

The most important factors for sales and markets during the business year 2011/2012 were:

Financial development and administration

Increasing margins led to a profit after taxation of € 922.892 (Profit before tax of € 1.218.697). This was an improvement of € 905.543 compared to the previous year. The inventory value increased by € 916.567 (22%), the receivables increased by € 921.138 (15%).

The total assets increased by € 2,54 million (20%) The taken measures on cost savings gave a positive contribution on the result of the company. Euro Grass B. V. had 28,1 full-time employees on average during the business year 2011-2012.

Outlook, chances and risks

Firm notations on agricultural commodities as well as lover quantity on inventories in the industry are setting the frame for a cosi price level of seed which will be notably above the ten year average.

The following chances are Seen for the next year.

The main risks for the coming business year are regarded as follows:

At this point of time no specific remarks concerning financing and liquidity development need to be made.

Weighing the above mentioned chances and risks we are expecting a satisfactory result for the business year 2012/2013 for Euro Grass.

Signing of the director's report

Balance sheet as of June 30, 2012

Profit and lass account 2011/2012

Notes to the financial statements

General

Activities

The principal business activities of Euro Grass BV, having its legal seat at Ven Zelderheide, The Netherlands, is the production, processing and marketing of secds for grasses and cruciferes_ Euro Grass BV is a 50% owned subsidiary of Hunsballe Frs AIS, a company registered in Holstebra, Denmark and a 50% owned subsidiary of Deutsch Saatveredelung AG, a company registered in Lippstadt, Germany.

The principal business activity of the branch oft-ice in Lippstadt, Germany, is the marketing of seeds for grasses and cruciferes internationally.

Related parties

The following campanies are related to the legal entity:

General accounting principles for the preparation of the financial statements

The financial statements are prepared according to the stipulations in chapter 9 Book 2 of the Netherlands Civil Code.

Valuation of assets and liabilities and determination of the result takes place under the historical cost convention. Unless presented otherwise, the relevant principle for the specific balance sheet item, assets and liabilities are valued according to the cost model.

Income and expenses are accounted for on accrual basis. Profit is only included when realized on balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements.

Financial instruments

Financial instruments be both primary financial instruments, such as receivables and payables, and Financial derivatives.

The notes to the speciłic items of the balance sheet disclose the fair value of the related instrument if this deviates from the carrying amount. If the financial instrument is not recorded in the balance sheet the information on the fair value is disclosed in the notes.

For the principles of primary financial instruments, reference is made to the treatment per balance sheet item.

Financial derivatives whose underlying value is not listed are recognised at cost. If the fair value is lower than the cost price or negative as at balance sheet date, the derivative is written down to the lower fair value and recognised in the profit and lass account, unless colt price hedge accounting has been applied. When determining the lower fair value the effect of current interest is not taken into account.

The profit or loss from the revaluation to fair value as at balance sheet date is recognised directly in the profit and lass account, if, however, financial derivatives are eligible for hedge accounting, and hedge accounting is applied, recognition of this profit or lass depends on the nature of the hedge.

The company applies cosi. price hedge accounting:

The effective part of financial derivatives that have been allocated for cast price hedge accounting is valued at cost and the ineffective part is valued at fair value. The fair value changes of the ineffective part are directly recognised in the profit and lass account.

The foreign currency component of currency forward contracts that act as hedge instrument for hedging future transactions is valued at cost as long as the hedged position has not yet been recognised in the balance sheet.

Translation of foreign currency

Receivables, liabilities and obligations denominated in foreign currency are translated at the exchange rates prevailing at balance sheet date. transactions in foreign currency during the financial year are recognised in the financial statements at the exchange rates prevailing at transaction date. The exchange differences resulting from the translation as of balance sheet date, taking into account possible hedge transactions, are recorded in the profit and lass account.

Principles of valuation of assets and liabilities

Intangible assets

Intangible fixed assets are presented at cost less accumulated amortisation and, if applicable, less impairments in value, Amortisation is charged as a fixed percentage of cost, as specified in more detail in the notes to the balance sheet.

Tangible fixed assets

Tangible fixed assets are presented at cost less accumulated depreciation and, if applicable, less impairments in value. Depreciation is based on the estimated useful life and calculated as a fixed percentage of post, taking into account any residual value. Depreciation is provided from the date an asset comes into use.

Costs for periodical major maintenance are charged to the result at the moment they arise.

Financial fixed assets

Deferred tax assets are stated under the financial fixed assets if and to the extent it is probable that the tax claim can be realised in due course. These deferred tax assets are valued at nominal value and have a predominantly long-term character.

Inventories

Inventories of goods for resale are valued at acquisition price including mark-up for (in)direct costs or lower net realizable value. This lower net realizable value is determined by individual assessment of the inventories. Net realizable value is based on estimated selling price, less any future costs, warehouse costs and transport costs. The valuation of inventories of raw materials and consumables is based on weighted average prices.

The mark-up for (in)direct costs consists of salary costs, distribution costs, costs for outsourced work and storage costs.

Receivables

Upon initial recognition the receivables are recorded at the fair value and subsequently valued at the amortized cost. The fair value and amortized cost equal the face valve. Provisions deemed necessary for doubtful accounts are deducted. These provisions are determined by individual assessment of the receivables.

Cash

The cash is measured at face value. If cash eguiva]ents are not freely disposable, then this has been taken into account upon measurernent.

Provisions

Provisions for employee benefits

The company has various pension plans. The Dutch plans are financed through contributions to pension providers such as insurance companies or industry pension funds. The foreign pension plans can be compared to how the Dutch pension system has been designed and functions. The ,pension obligations of both the Dutch and the foreign plans are valued according to the valuation to pension fund approach'. This approach accounts for the contribution payable to the pension provider as an expense in the profit and lass account.

Other long-term employee benefits

Other long-term employee benefits are remunerations for anniversaries. They have a long-term character. The obligation recorded is the best estimate of the amounts required to settle the related obligations as at balance sheet date.

Provision for deferred tax liabilities

For amounts of taxation payable in the future, due to differences between the valuation principles in the annual report and valuation for taxation purpose of the appropriate balance sheet items, a provision has been formed for the aggregate of these differences multiplied by the current rate of taxation. These provisions are decreased by amounts of taxation recoverable in the future in respect of the carry- forward of unused tax losses, to the extent that it is probable that future tax profits will be available for settlement.

Long-term liabilities

Recordecd interest-bearing loans and liabilities are valued at amortized cost.

For identificąEi n purposes ohly. Related to aud' or's report

Principles for the determination of the result

Net turnover

Net turnover represents amounts invoiced for goods and services supplied during the financial year under report, net of discounts and value added taxes.

Revenues ensuing from the sale of goods are accounted for when all major entitlements to economic benefits as well as all major risks have transferred to the buyer. The cost price of these goods is allocated to the same period.

Revenues from services are recogniscd in proportion to the services rendered, based on the cost incurred in respect of the services performed up to balance sheet date, in proportion to the estimated costs of the aggregate services to be performed. The cost price of these services is allocated to the same period.

Taxation

Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account permanent differences between profit calculated according to the financial statements and profit calculated for taxation purposes, and wity which deferred tax assets (if applicable) are only valued insofar as their realisation is likely.

Principles for preparation of the cash flow statement

The cash flow statement is prepared accarding to the indirect method.

The Funds in the cash flow statement consist of cash and cash equivalents. Cash equivalents can be considered as highly liquid investments.

Cash flows in foreign currencies are translated at an estimated average rate. Exchange rate differences concerning finances are shown separately in the cash flow statement.

Corporate income taxes, issuance of share capital, interest received and dividends received are stated under the cash flow from operating activities. Interest paid and dividends paid are presented under the cash flow from financing activities.

For identificatfo purposes enly. Related to audit r's report

Other information

Independent auditors' report

Reference is made to the auditors' report as included hereinafter.

Statutory rules concerning appropriation result

In Article 21 of the company statutory regulations the following has been presented concerning the appropriation of result:

The appropriation of the result is determined by the general meeting shareholders.

Appropriation of result for the financial year 2010/2011

The annual report 2010-2011 is determined in the general meeting of shareholders. The General meeting of Shareholders has determined the appropriation of result in accordance with the proposal being made to that end, and the amount of € 17.349 is transferred to the other reserves.

Proposed appropriation of result for the financial year 2011/2012

The board of directors proposes, with approval of the supervisory board, that the result of the financial year 2011-2012 amounting to € 922.892 should be transferred to the reserves.

Independent auditor's report

To the shareholders' meeting of Euro Grass B.V., Ven-Zelderheide

Report on the financial statements

We have audited the accompanying financial statements for the year ended June 30, 2012 of Euro Grass B.V., Ven-Zelderheide, which comprise the balance sheet as per .lune 30, 2012, the profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.

Managenent's responsibility

Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of directors' report, both in accordance with Part 9 of Bock 2 of the Dutch Civil Code. Furthermore management is responsible for such interval control as it determines is necessary to enable the preparation of the financial statements that are tree from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform, the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness Of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we lave obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinioni with respect to the financial statements

In our opinion, the financial statements give a true and fair view of the financial position of Euro Grass B.V. as per June 30, 2012 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the directors' report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report Chat directors' report, to the extent we can assess, is consistent witki the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code.

Mit Gesellschafterbeschluss vom 12.09.2012 wurde der Jahresabschluss zum 30.06.2012 gebilligt bzw. festgestellt.