Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Golden Growers Cooperative (the "Cooperative") held its annual member meeting (the "Annual Meeting") on March 23, 2023 during which its members approved an amendment and restatement of its Amended and Restated Bylaws (the "Bylaws"). The Bylaws, as amended and restated, reduces the requirement to allocate a minimum portion of the Cooperative's income to members who participate in the Method A pool from 25% to 15%. The effective date of the Bylaws, as amended and restated, is January 1, 2023. The foregoing summary of the Bylaws is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Cooperative held its Annual Meeting on March 23, 2023. The matters voted upon at the Annual Meeting and the results of those votes are set forth below.

As disclosed in Item 5.03 above, the members approved the amendment and restatement of the Bylaws with 291 members voting yes out of 302 votes cast. The members also elected directors from the three geographical districts and for a Director-at-Large position as established by the Bylaws.

Members from the Central district elected Nicolas Pyle as a director. He received 91 of the 91 votes cast. His new three-year term begins on March 23, 2023 and expires in March 2026. Brett Johnson will continue as a director for the Central district.

Members from the North district elected David Kragnes as a director. He received 77 of the 77 votes cast. His two-year term begins on March 23, 2023 and expires in March 2025. Blane Benedict will continue as a director for the North district.

Members from the South district elected Richard Bot as a director. He received 103 of the 103 votes cast. His three-year term begins on March 23, 2023 and expires in March 2026. Larry Vipond will continue as a director for the South district.

For the Director-at-Large position, the members re-elected Brady Koehl as a director for a three-year term. He received 280 of the 280 votes cast. Matthew Hasbargen and Scott Jetvig will continue as Directors-at-Large.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.2 Fourth Amended and Restated Bylaws of Golden Growers Cooperative dated

March 23, 2023.

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