Special rights provided for by the Articles of Association

Special rights to holders of cumulative preference shares ‘A’

Each share carries the right to cast one vote in the General Meeting of Shareholders. A number of special powers have been conferred on the holders of cumulative preference shares ‘A’ under the Articles of Association.

The prior approval of the meeting of holders of cumulative preference shares ‘A’ is needed before the General Meeting of Shareholders may pass a resolution to amend certain articles of the Articles of Association, to issue cumulative preference shares ‘A’, to appoint the Executive Board as the authorised board to issue cumulative preference shares ‘A’ and to authorise the Executive Board to acquire shares in the Company’s own capital, and resolutions to reduce the issued share capital.

Stichting Continuïteit Nutreco (anti-takeover construction)

The ‘Stichting Continuïteit Nutreco’ (Foundation) has a call option to acquire a number of cumulative preference shares ‘D’ in the Company. In addition, the Company had a put option to place a number of cumulative preference shares ‘D’ of the Company with the Foundation. In both instances, such number may equal the total issued share capital before such issue minus any issued cumulative financing preference shares ‘E’ and purchased own shares.

On 19 March 2009 the option agreement was amended to the effect that the Company voluntarily waives its put option. The Foundation has accepted this waiver.

The Foundation was organised to care for the interests of the Company, the enterprise connected therewith and all interested parties, such as shareholders and employees, by, among other things, preventing as much as possible influences which would threaten the continuity, independence and identity of the Company in a manner contrary to such interests. In an amendment of its Articles of Association passed before notary public on 19 March 2009, it was specified that the Foundation shall only be entitled to exercise the call option in case a third party would build up shares or make an offer for the Nutreco ordinary shares and such build-up or offer have not received the support of the Executive Board and the Supervisory Board. The terms of the option agreement were amended accordingly. The Foundation is an independent legal entity and is not owned or controlled by any other legal entity.

The Board of the Foundation consists of Mr J. Veltman (chairman), Mr P. Barbas, Mr J. de Rooij, Prof J. Huizink and Mr C. van den Boogert. The Executive Board of Nutreco Holding N.V. and the Board of Stichting Continuïteit Nutreco hereby jointly declare that Stichting Continuïteit Nutreco is independent from Nutreco Holding N.V.

Cumulative financing preference shares ‘E’

At the General Meeting of Shareholders of 15 April 2008, in accordance with the Articles of Association, the Executive Board was designated as the corporate body authorised for a period of eighteen months, and subject to the prior approval of the Supervisory Board, to issue and/or grant rights to subscribe for cumulative financing preference shares ‘E’ up to a nominal amount which, at the time of such issue or the granting of such rights, equals 30% of all the outstanding shares in the share capital of the Company, excluding the issued cumulative preference shares ‘D’. Cumulative financing preference shares ‘E’ must be fully paid up upon issue. They only exist in registered form. No share certificates are issued for cumulative financing preference shares ‘E’. Cumulative financing preference shares ‘E’ are intended to be issued by the Company for financing purposes. No cumulative financing preference shares ‘E’ were issued during the year under review. At the AGM of 21 April 2009 the authorisation to issue shares no longer covered the issue of cumulative financing preference shares ‘E’ and consequently the issue of these shares will be dependent on a specific authorisation which will be submitted to the approval of the General Meeting of Shareholders when the need arises to issue shares of this class.

Explanatory note concerning the Implementing Decree relating  to Article 10 of the Takeover Directive

Pursuant to the Implementing Decree of 5 April 2006 relating to Article 10 of Directive 2004/25/EC on takeover bids of 21 April 2004 of the European Parliament and the Council of the European Union, Nutreco Holding N.V. wishes to include the following explanatory note:

• The Articles of Association do not provide for any limitation of the transferability of the (registered) ordinary shares. The transfer of cumulative preference shares ‘A’, ‘D’ and ‘E’ is subject to the approval of the Executive Board in accordance with the provisions of Article 13 of the Articles of Association.
• The voting right is not subject to any limitation. All issued shares (both ordinary and cumulative preference shares ‘A’) entitle the holder to one vote per share.
• No agreement has been concluded with any shareholder that could give rise to any limitation of shares or any limitation of the voting rights.
• The appointment, suspension and discharge of members of the Executive and Supervisory Boards are set out in the ‘Corporate governance’ chapter.
• The procedure for alteration of the Articles of Association is set out in the Articles of Association themselves. These are available through the corporate website (www.nutreco.com/corporate governance/articles of association).
• No agreements have been made with any Executive Board member and/or employee providing for a payment in the event of termination of employment following a public takeover bid.
• Nutreco Holding N.V. has a syndicated loan facility that can be altered or terminated on condition of a change in control of the Company after a public takeover bid has been made. Nutreco International B.V., a subsidiary of Nutreco Holding N.V., has a raw materials purchase agreement with BASF, which can be terminated in case of a change in control of the Company.

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