Shareholders and the General Meeting of Shareholders

Share capital – Movements

The authorised share capital amounts to EUR 41,520,000 and consists of 55 million shares, 16 million cumulative preference shares ‘A’, 71 million cumulative preference shares ‘D’ and 31 million cumulative financing preference shares ‘E’, all with a nominal value of EUR 0.24. The cumulative preference shares ‘D’ and ‘E’ have not been issued.

The issued share capital consists of the ordinary shares, which are listed on the NYSE Euronext Amsterdam, and the cumulative preference shares ‘A’, which are not listed. As at the end of the year, a total of 40,111,882 (2008: 39,861,882) shares had been issued, consisting of 4,993,200 (2008: 4,993,200) cumulative preference shares ‘A’ and 35,118,682 (2008: 34,868,682) ordinary shares, of which 123,913 (2008: 589,624) were held in treasury on 31 December 2009. Based upon the authorisation to issue shares granted by the General Meeting of Shareholders on 21 April 2009, 250,000 ordinary shares were issued on 12 June 2009 for the payment of stock dividend and to cover existing employee share plan and performance share obligations.

Cumulative preference shares ‘A’ – MaesInvest B.V.

No change in the number of issued cumulative preference shares ‘A’ occurred in the year under review. Cumulative preference shares ‘A’ already existed prior to the IPO of 1997. In accordance with Article 27.1(b) of the Articles of Association, the dividend which in 1996 was fixed at 6.9% for the statutory period of seven years was reset on 31 December 2003. The new dividend applying from 1 January 2004 onwards amounts to 6.66% for the next seven years expiring on 31 December 2010.

ASR Nederland N.V. holds 2,496,600 cumulative preference shares ‘A’. This represents 6.22% of the total issued capital of Nutreco Holding N.V. or 50% of the cumulative preference shares ‘A’. MaesInvest B.V. holds 2,496,600 cumulative preference shares ‘A’. This represents 6.22% of the total issued capital of Nutreco Holding N.V. or 50% of the cumulative preference shares ‘A’. Shares in MaesInvest B.V. are held by Rabobank Nederland Participatiemaatschappij B.V. and NIBC Custody N.V.

Under IFRS, the cumulative preference shares ‘A’ with their current terms and conditions do not qualify as equity and are reported as financial liability.

Annual General Meeting held in 2009; 29.27% of the issued ordinary shares represented

The Annual General Meeting of Shareholders was held on 21 April 2009. The agenda with explanatory notes and the 2008 annual report were sent free of charge, in advance, to shareholders requesting same. They were also lodged for perusal at the offices of Nutreco Holding N.V. and The Royal Bank of Scotland N.V. (Amsterdam) and placed on the Nutreco website. At the Annual General Meeting of Shareholders, the 2008 Corporate Social Responsibility Report was made available. The Dutch version of the minutes of the meetings was placed as a draft on the website within the requisite time of three months. No comments on the draft were received and the minutes were adopted. The translation of the minutes into English was published shortly afterwards. The Annual General Meeting of Shareholders of 21 April 2009 was webcast live.

Extraordinary General Meeting held on 30 June 2009; 27.75% of the issued ordinary shares represented

An Extraordinary General Meeting of Shareholders was held on 30 June 2009 at which the appointment of the Division Vice-Presidents to the Executive Board was approved. 27.75% Of the holders of ordinary shares attended or were represented at the meeting.

All shares, both ordinary and cumulative preference shares ‘A’, carry equal rights where it concerns voting at the General Meeting of Shareholders. Votes may be cast directly or through a proxy. The Articles of Association do not provide in the possibility to issue depository shares (‘certificaten’). During the General Meeting of Shareholders of 21 April 2009, a total of 2,496,600 cumulative preference shares ‘A’, or 50% of the issued cumulative preference shares ‘A’, and 10,207,148 ordinary shares, or 29.27% of the issued ordinary shares, were represented. Of the latter, 113,561 shares were represented by 113 shareholders attending the meeting in person and the remaining shares were represented by proxies. During the Extraordinary General Meeting of Shareholders of 30 June 2009, a total of 2,496,600 cumulative preference shares ‘A’, or 50% of the issued cumulative preference shares ‘A’, and 9,675,951 ordinary shares, or 27.75% of the issued ordinary shares, were represented. Of the latter, 93,996 shares were represented by three shareholders attending the meeting in person and the remaining shares were represented by proxies. The aforementioned figures show that General Meetings have a relatively high degree of attendance or representation and that proxies are effectively used by shareholders.

Shareholders holding 1% or more of the issued share capital or representing at least EUR 50 million in value of the shares are entitled to propose items on the agenda of the General Meeting of Shareholders in accordance with the Articles of Association. This right was not exercised in 2009.

Discharge to the Supervisory Board and to the Executive Board was dealt with as a separate item on the agenda and was approved at the Annual General Meeting of Shareholders. In accordance with the Articles of Association, a registration date for the exercise of voting rights was determined for the General Meetings of Shareholders held in the year under review.

Resolutions adopted by the General Meeting of Shareholders were in both cases published on the Company’s website on the day following the meeting.

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