Nutreco
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. 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 with the Foundation was amended to the effect that (i) the put-option which had been granted on 29 May 1997 was waived by the Company and (ii) the call option may only be exercised by the Foundation to the extent that a (gradual) acquisition or an offer for shares in the share capital of Nutreco is not supported by the Executive Board and the Supervisory Board of the Company.
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. 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.J. Veltman (chairman), Mr J.P.E. Barbas, Mr J.A.I.C.M. de Rooij, Prof J.B. Huizink and Mr C.J.A. van den Boogert.
Cumulative financing preference shares ‘E’
The cumulative financing preference shares ‘E’ 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. When it should be deemed desirable to issue cumulative financing preference shares ‘E’, a resolution to issue such shares will be submitted to the General Meeting of Shareholders.
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 voting right is not subject to any limitation. All 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. The US Private Placement Note Purchase Agreement entered into in April 2009 by Nutreco Holding N.V. contains a change of control provision. 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.
Appointment of the external auditor
At the General Meeting of Shareholders held on 21 April 2009, KPMG Accountants N.V. was appointed as the Company’s external auditor for a period expiring at the closing of the accounting year 2010. The General Meeting of Shareholders to be held on 1 April 2010 will be recommended to appoint KPMG Accountants N.V. as the Company’s external auditor for a period expiring at the end of the accounting year 2011.