Report of the Supervisory Board

Activities of the Supervisory Board

During the year under review, the Supervisory Board met six times with the Executive Board according to a schedule fixed in 2008. In addition, one telephone conference was held and there were informal consultations with the Executive Board.

In accordance with the Supervisory Board rules, which are posted on the Company’s website (www.nutreco.com), the agenda for the joint meetings contains a number of fixed items. These are a report by the Chief Executive Officer, an explanation by the Chief Financial Officer of the Company’s financial performance since the last meeting and the forecast as well as a report by the Chief Operating Officer, and as from June reports by the Executive Vice-Presidents on the status of the Company’s operations, the markets in which the Company operates and the business projects. In addition to these standard topics, a number of specific topics were reviewed. Throughout these meetings, there was increased attention for the Company’s financing, which resulted in a new USD 150 million US Private Placement agreement and a new EUR 550 million Revolving Credit Facility, the reduction of working capital through a Company-wide program with special focus on receivables.

Following each meeting of the Audit Committee and of the Remuneration Committee, the chairman of the Committee reported on the topics handled during such meetings, on the actions resulting from such meetings and on the follow-up of the actions.

The main additional topics of the year 2009 were:

February meeting
The report by the chairman of the Audit Committee and of the Remuneration Committee, the approval of the draft reports of the Supervisory Board, the Audit Committee and the Remuneration Committee for the 2008 annual report, the decision on the Executive Board’s performance rating over the year 2008, the approval to issue the press release on the 2008 annual results and the annual accounts, the Company’s strategy, the amendment of the option agreement with the Stichting Continuïteit Nutreco and the private meeting of the Supervisory Board with KPMG Accountants N.V. Finally, the Supervisory Board held a self-assessment session.

March telephone conference
The approval of the 2008 annual accounts, resolutions to propose to the AGM the reappointment of Mr J.A.J. Vink for a second term of four years and to propose to the AGM the appointment of Mr R.J. Frohn and Mr A. Puri as members of the Supervisory Board and the approval of the agenda for the AGM. In addition, a resolution was taken to sign the amended option agreement with the Stichting Continuïteit Nutreco and resolutions were taken to execute the USD 150 million US Private Placement.

April meeting
The preparation of the Company’s Annual General Meeting of Shareholders, the reorganisation of the Company’s operations into three divisions, each headed by a new to be appointed Executive Vice-President whose appointment as members of the Executive Board would be submitted to an Extraordinary General Meeting of Shareholders, the establishment of a new Supervisory Board Committee named Innovation & Sustainability Committee in line with the Revised Corporate Governance Code’s best practice recommendations concerning CSR and a status update on the Company’s main acquisition projects.

June meeting
The report by the chairman of the Audit Committee with special focus on risk management in the area of commodities procurement, the Company’s strategy and its organisation with the reduction of the number of business units from 17 to 13, the preparation of the Extraordinary General Meeting of Shareholders and a status update on the Company’s two main acquisition projects.

September meeting
A two-day visit to the Company’s Canadian Agriculture business with site visits, a visit to Nutreco Canada’s Agriculture R&D facilities, meetings with senior Nutreco Canada staff and a visit to the R&D facilities of one of Nutreco Canada’s main customers. The report by the chairman of the Audit Committee on the telephone conference held prior to the release of the Company’s interim results, the feedback from the Executive Board on the press and analyst meetings on the publication of the Company’s half-year results and the subsequent road shows.

November meeting
A report of the chairman of the Remuneration Committee and of the chairman of the Innovation & Sustainability Committee, the presentation of a first draft budget 2010, a review of the implications for the Company of the best practices of the Revised Corporate Governance Code including the discussion of new draft rules of the Supervisory Board and its committees, new draft rules of the Executive Board and revised insider trading rules and a presentation on the Company’s strategy in the area of feed additives.

December meeting
Reports of the chairman of the Remuneration Committee and of the Audit Committee, corporate governance and the approval of rules of the Supervisory Board and its committees and of revised insider trading rules, the presentation of the Company’s 2010 budget and its subsequent approval, a review of the draft performance contract 2010 for the Executive Board and a presentation on ongoing projects within the Company’s divisions.

In discharging its duties, the Supervisory Board acts in the full consciousness of the interests of all Company’s stakeholders.

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