RECOMMENDED CASH OFFER

This Offer expires at 17.40 hours, CET, on 17 February 2015, unless extended OFFER MEMORANDUM 5 December 2014 RECOMMENDED CASH OFFER by SHV INVESTMENTS LTD. an indirect wholly-owned subsidiary of SHV HOLDINGS N.V. FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.12 EACH IN THE CAPITAL OF NUTRECO N.V. [REDACTED UNDER S859G OF THE COMPANIES ACT 2006]

[REDACTED UNDER S859G OF THE COMPANIES ACT 2006]

This offer memorandum (the Offer Memorandum) contains the details of the recommended public offer by SHV Investments Limited (the Offeror), an indirect wholly-owned subsidiary of SHV Holdings N.V. (SHV), to all holders of issued and outstanding ordinary shares at or before settlement of the Offer, in each case with a nominal value of EUR 0.12 each (the Shares and each a Share, the holders of such Shares the Shareholders), in the share capital of Nutreco N.V. (Nutreco) to purchase for cash their Shares on the terms and subject to the conditions and restrictions set forth in this Offer Memorandum (the Offer). As at the date of this Offer Memorandum, 67,138,431 Shares in the capital of Nutreco are issued and outstanding and subject to the Offer. This Offer Memorandum contains the information required by Article 5:76 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht, the Wft) in conjunction with Article 8, paragraph 1 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft, as amended from time to time, the Decree) in connection with the Offer. This Offer Memorandum has been reviewed and approved by The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM) as an offer memorandum under Article 5:76 of the Wft. The information required by Article 18, paragraph 2 of the Decree in connection with the Offer is included in the position statement of Nutreco (the Position Statement). The Position Statement, including all appendices thereto, does not form part of this Offer Memorandum and has not been reviewed or approved by the AFM prior to publication. The Position Statement will be reviewed by the AFM after publication. Capitalised terms used in this Offer Memorandum have the meaning set out in Section 4 (Definitions) or elsewhere in this Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid on the terms and subject to the conditions and restrictions contained in this Offer Memorandum in consideration for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) an amount in cash of EUR 44.50 (forty-four euros and fifty cents) cum dividend (the Offer Price). In the event any dividend or other distribution (each, a Distribution and collectively, the Distributions) on the Shares is declared by Nutreco (whereby the record date that is decisive for entitlement to such Distribution is between 19 October 2014 and Settlement (as defined below)), the Offer Price will be decreased by the full amount of any such Distribution made by Nutreco in respect of each Share (before any applicable withholding tax). The executive board (de raad van bestuur) (the Executive Board) of Nutreco and the supervisory board (de raad van commissarissen) of Nutreco (the Supervisory Board, and together with the Executive Board, the Boards) fully support and unanimously recommend the Offer to the Shareholders for acceptance. Reference is made to Section 6.6 (Decision-making by the Boards and Recommendation) and the Position Statement. The Offer Period under the Offer will commence at 09.00 hours, CET, on 10 December 2014 and will expire at 17.40 hours, CET, on 17 February 2015, unless the Offeror extends the Offer Period in accordance with Section 5.7 (Extension), in which case the closing date shall be the date on which the extended Offer Period expires (such initial or postponed date, the Closing Date). Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares during the Offer Period in accordance with the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree. The Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) within three (3) Business Days following the Closing Date, in accordance with Article 16 of the Decree (the Unconditional Date). Announcements contemplated by the foregoing paragraphs will be made by press release. Reference is made to Section 5.11 (Announcements). 3

In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) their Shares for acceptance pursuant to the Offer prior to or on the Closing Date (each of these Shares, a Tendered Share) will receive the Offer Price in respect of each Tendered Share, and the Offeror shall acquire each Tendered Share, within five (5) Business Days following the Closing Date (Settlement and the day on which the Settlement occurs, the Settlement Date). At 14.30 hours, CET, on 9 February 2015, such date being at least six (6) Business Days prior to the Closing Date, an extraordinary general meeting of Shareholders will be convened at De Flint, Coninckstraat 60, in Amersfoort, The Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with Article 18, paragraph 1 of the Decree. In addition, certain resolutions will be proposed to the EGM in connection with the Offer. Reference is made to Section 6.21 (Extraordinary General Meeting of Shareholders of Nutreco) and the Position Statement. 4

1. TABLE OF CONTENTS 1. Table of Contents... 5 2. Restrictions... 6 3. Important Information... 8 4. Definitions... 13 5. Invitation to the Shareholders... 19 6. Explanation and Background of the Offer... 25 7. Information on Nutreco... 52 8. Information on the Offeror... 67 9. Further Information Pursuant to the Dutch Decree on Public Offers Wft... 69 10. Tax Aspects of the Offer... 70 11. Press Releases... 77 12. Dutch Language Summary... 93 13. Selected Consolidated Financial Information Nutreco... 111 14. Pro Forma Condensed Consolidated Financial Statements of Nutreco for the Year ended 31 December 2013... 118 15. Unaudited (but "Reviewed") Consolidated Interim Statements... 127 16. Financial Statements 2013 of Nutreco... 148 17. Proposed New Nutreco Articles of Association Post-Settlement... 242 18. Advisors... 259 5

2. RESTRICTIONS The Offer is being made in and from The Netherlands with due observance of the statements, conditions and restrictions included in this Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in this Offer Memorandum. The distribution of this Offer Memorandum and/or the making of the Offer in jurisdictions other than The Netherlands may be restricted and/or prohibited by law. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Memorandum. Persons obtaining this Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of The Netherlands, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, this Offer Memorandum has not been filed with or recognised by the authorities of any jurisdiction other than The Netherlands. Neither the Offeror, nor Nutreco, nor any of their advisors, nor the Paying and Exchange Agent accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward this Offer Memorandum or any related document to any jurisdiction outside The Netherlands should carefully read this Section 2 (Restrictions) and Section 3 (Important Information) of this Offer Memorandum before taking any action. The release, publication or distribution of this Offer Memorandum and any documentation regarding the Offer or the making of the Offer in jurisdictions other than The Netherlands may be restricted by law and therefore persons into whose possession this Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restriction may constitute a violation of the law of any such jurisdiction. 2.1 United States of America The Offer is being made for the securities of a Dutch company and is subject to Dutch disclosure requirements, which differ from those of the United States. The financial information of Nutreco included or referred to herein has been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission and Part 9 of Book 2 of the Dutch Civil Code for use in the European Union and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), and otherwise in accordance with the applicable regulatory requirements in The Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. The receipt of cash pursuant to the Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local laws, as well as foreign and other tax laws. Each holder of Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer. 6

It may be difficult for U.S. holders of Shares to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Offeror and Nutreco are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-u.s. company or its officers or directors in a non-u.s. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-u.s. company and its affiliates to subject themselves to a U.S. court's judgment. In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror, its nominees, or its brokers (acting as agents), or affiliates of the Offeror's financial advisors, may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in The Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of SHV at www.shv.nl. 2.2 Canada and Japan The Offer and any solicitation in respect thereof is not being made, directly or indirectly, in or into Canada or Japan, or by use of the mail services, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, of Canada or Japan. This includes, but is not limited to, post, facsimile transmission, telex or any other electronic form of transmission and telephone. Accordingly, copies of this Offer Memorandum and any related press announcements, acceptance forms and other documents are not being sent and must not be mailed or otherwise distributed or sent in, into or from Canada or Japan or, in their capacities as such, to custodians, nominees or trustees holding Shares for persons residing in Canada or Japan. Persons receiving this Offer Memorandum and/or such other documents must not distribute or send them in, into or from Canada or Japan, or use such mails or any such means, instrumentality or facilities for any purpose in connection with the Offer; so doing will invalidate any purported acceptance of the Offer. The Offeror will not accept any tender by any such use, means, instrumentality or facility from within Canada or Japan. Tender and transfer of Shares constitute a representation and warranty that the person tendering the Shares (a) has not received or sent copies of this Offer Memorandum or any related documents in, into or from Canada or Japan and (b) has not otherwise utilised in connection with the Offer, directly or indirectly, the mails or any means or instrumentality including, without limitation, facsimile transmission, telex and telephone of interstate or foreign commerce, or any facility of a national securities exchange of, Canada or Japan. The Offeror reserves the right to refuse to accept any purported acceptance that does not comply with the foregoing restrictions, and any such purported acceptance will be null, void and without effect. 7

3. IMPORTANT INFORMATION 3.1 Information This Offer Memorandum contains important information that should be read carefully before any Shareholder makes a decision to tender Shares under the Offer. Shareholders are advised to seek independent advice where necessary. Each holder of Shares is urged to consult its independent professional advisor immediately regarding the tax consequences of acceptance of the Offer. 3.2 Responsibility The information and declarations included on the cover page, pages 1, 2 and 3 and in Sections 1 through 6 (excluding Sections 6.6, 6.8, 6.10(b), 6.18, 6.19 and 6.21), 8, 9(b), 9(d), 10, 11, 12 and 18 have been solely provided by the Offeror. The information included in Sections 6.6, 6.8, 6.10(b), 6.18, 6.19, 6.21, 7, 13, 14, 15, 16, 17 and the declaration included in Section 9(e) has been solely provided by Nutreco. The information included in Section 9 (opening) and Sections 9(a) and 9(c) has been provided by the Offeror and Nutreco jointly. The Offeror and Nutreco are exclusively responsible for the accuracy and completeness of the information provided in this Offer Memorandum, each with respect to the information it has provided, and jointly with respect to the information included in Section 9 (opening) and Sections 9(a) and 9(c) which they have provided jointly. Both the Offeror and Nutreco confirm, each with respect to the information it has provided, and jointly with respect to the information included in Section 9 (opening) and Sections 9(a) and 9(c) which they have provided jointly, that to the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this Offer Memorandum is in accordance with the facts and contains no omission likely to affect its import. The information included in Sections 13.5, 14.6, 15.7 and the independent auditor's report included in Section 16 have been sourced by Nutreco from its independent auditor, KPMG. Nutreco confirms that this information has been accurately reproduced and that no facts have been omitted that would render the reproduced information inaccurate or misleading. 3.3 Presentation of financial information and other information The selected consolidated financial information of Nutreco is that of Nutreco and its consolidated subsidiaries. The selected consolidated financial information should be read in conjunction with the consolidated financial statements of Nutreco for the financial year 2011, the financial year 2012 and the financial year 2013, and the notes thereto. The year-end consolidated financial information of Nutreco is extracted from Nutreco s consolidated financial statements, which have been audited by KPMG for the financial years 2011, 2012 and 2013, Nutreco s independent auditor at that point in time. The financial statements and accounts from which the selected consolidated financial information has been derived were prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission, and Part 9 of Book 2 of the Dutch Civil Code. The interim financial information of Nutreco for the third quarter of the financial year 2014 included in this Offer Memorandum has been derived from the unaudited condensed consolidated interim financial statements of Nutreco for the third quarter ended 30 September 2014. In respect of the unaudited condensed consolidated interim financial statements of Nutreco for the third quarter ended 30 September 2014, KPMG has issued a "review report" dated 5 December 2014 in accordance with the requirements of the AFM. Both the unaudited condensed consolidated interim financial 8

statements of Nutreco for the third quarter ended 30 September 2014 and the associated "review report" are included in Section 15 and should be read in conjunction with the notes thereto. Certain numerical figures set out in this Offer Memorandum, including financial data presented in millions or thousands, have been subject to rounding adjustments and, as a result, should therefore not be regarded as exact. In addition, the rounding also means that the totals of the data in this Offer Memorandum may vary slightly from the actual arithmetic totals of such information. The information included in this Offer Memorandum reflects the situation as at the date of this Offer Memorandum, unless specified otherwise. Neither the issue nor the distribution of this Offer Memorandum shall under any circumstances imply that the information contained herein is accurate and complete as of any time subsequent to the date of this Offer Memorandum or that there has been no change in the information set out in this Offer Memorandum or in the affairs of the Offeror, Nutreco and/or their respective subsidiaries and/or affiliates since the date of this Offer Memorandum. The foregoing does not affect the obligation of either the Offeror and Nutreco, each insofar as it concerns them, to make a public announcement pursuant to, respectively, Article 4, paragraph 3 of the Decree and Article 5:25i of the Wft, if applicable. No person, other than the Offeror, SHV and Nutreco and without prejudice to the auditor's reports issued by KPMG included in the Offer Memorandum and the fairness opinions issued by ING Corporate Finance and Leonardo & Co. included in the Position Statement, is authorised to provide any information or to make any statements on behalf of the Offeror, SHV or Nutreco in connection with the Offer or any information contained in this Offer Memorandum. If any such information or statement is provided or made by parties other than the Offeror, SHV or Nutreco, such information or statement should not be relied upon as having been provided by or made by or on behalf of the Offeror, SHV or Nutreco. Any information or representation not contained in this Offer Memorandum must not be relied upon as having been provided by or made by or on behalf of the Offeror, SHV or Nutreco. 3.4 Governing law This Offer Memorandum and the Offer are, and any tender, purchase or transfer of Shares will be, governed by and construed in accordance with the laws of The Netherlands. The District Court of Amsterdam (Rechtbank Amsterdam), The Netherlands, and its appellate courts shall have exclusive jurisdiction to settle any disputes which might arise out of or in connection with this Offer Memorandum, the Offer and/or any tender, purchase or transfer of Shares. Accordingly, any legal action or proceedings arising out of or in connection with this Offer Memorandum, the Offer and/or any tender, purchase or transfer of Shares may be brought exclusively in such courts. 3.5 Language This Offer Memorandum is published in the English language and a Dutch language summary is included as Section 12 (Dutch Language Summary). In the event of any differences (whether or not in interpretation) between the English text of this Offer Memorandum and the Dutch language summary of this Offer Memorandum, the English text of this Offer Memorandum shall prevail. 3.6 Assignment On 19 October 2014, SHV and Nutreco entered into a merger agreement setting out their respective rights and obligations with respect to the Offer, which was amended by SHV and Nutreco on 9 November 2014 (the Merger Agreement). Pursuant to the Merger Agreement, SHV is entitled to assign and/or transfer any and all of its rights and obligations under the Merger Agreement to any of its wholly-owned (direct or indirect) subsidiaries, including the Offeror. SHV shall remain jointly 9

and severally liable with the Offeror for the proper performance of any and all obligations assigned and/or transferred to the Offeror under the Merger Agreement. 3.7 Contact details ABN AMRO Bank N.V. has been appointed as Paying and Exchange Agent in the context of the Offer. The Paying and Exchange Agent ABN AMRO Bank N.V. Corporate Broking Department HQ7050 Gustav Mahlerlaan 10, 1082 PP Amsterdam The Netherlands Tel: +31 020 344 2000 Email: corporate.transactions@nl.abnamro.com The Offeror SHV Investments Limited For the attention of the executive board Athena House, Athena Drive Warwick Warwickshire United Kingdom CV34 6RL Nutreco Nutreco N.V. For the attention of the General Counsel & Company Secretary Prins Fredriklaan 4 3818 KC Amersfoort The Netherlands 3.8 Availability of information Digital copies of this Offer Memorandum are available on the websites of Nutreco (www.nutreco.com) and SHV (www.shv.nl). Copies of this Offer Memorandum are also available free of charge at the offices of Nutreco and the Paying and Exchange Agent at the addresses mentioned above. The Nutreco and SHV websites do not constitute a part of, and are not incorporated by reference into, this Offer Memorandum. The current articles of association (statuten) of Nutreco (the Nutreco Articles of Association) are available on the website of Nutreco (www.nutreco.com). Certain amendments of the Nutreco Articles of Association will be proposed for adoption in accordance with the drafts of the amended articles of association included in Section 17 (Proposed New Nutreco Articles of Association Post- Settlement), as described in Sections 6.12(b) (Proposed amendments to the Nutreco Articles of Association) and 6.21 (Extraordinary General Meeting of Shareholders of Nutreco). 10

3.9 Forward-looking statements This Offer Memorandum includes "forward-looking statements", including statements about the expected timing and completion of the Offer. Forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although the Offeror, SHV and Nutreco, each with respect to the statements it has provided, believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements involve unknown risks, uncertainties and other factors, many of which are outside the control of the Offeror, SHV and Nutreco, and are difficult to predict. These forwardlooking statements are not guarantees of future performance. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror, SHV and/or Nutreco does business, to competitive developments or risks inherent to the business plans of the Offeror, SHV or Nutreco, and to uncertainties, risk and volatility in financial markets and other factors affecting the Offeror, SHV and/or Nutreco. The Offeror, SHV and Nutreco undertake no obligation to publicly update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority. 3.10 Financial advisors Lazard is acting as financial advisor exclusively to the Offeror and SHV and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer or any other matter referred to in this Offer Memorandum and will not be responsible to anyone other than the Offeror and SHV for providing the protections afforded to the clients of Lazard or for providing advice in relation to the Offer or any other matter referred to in this Offer Memorandum. Lazard has given and has not withdrawn its written consent to the references to its name in the form and context in which it appears in this Offer Memorandum. ING Corporate Finance and BofA Merrill Lynch are acting as financial advisor exclusively to Nutreco and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer or any other matter referred to in this Offer Memorandum and will not be responsible to anyone other than Nutreco for providing the protections afforded to the clients of ING Bank N.V. or for providing advice in relation to the Offer or any other matter referred to in this Offer Memorandum. ING Corporate Finance and BofA Merrill Lynch have given and have not withdrawn their written consent to the references to their names in the form and context in which they appear in this Offer Memorandum. Leonardo & Co. is acting as financial advisor exclusively to the Supervisory Board of Nutreco and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Memorandum) as a client in relation to the Offer or any other matter referred to in this Offer Memorandum and will not be responsible to anyone other than the Supervisory Board for providing the protections afforded to the clients of Leonardo & Co. or for providing advice in relation to the Offer or any other matter referred to in this Offer Memorandum. 11

Leonardo & Co. has given and has not withdrawn its written consent to the references to its name in the form and context in which they appear in this Offer Memorandum. 12

4. DEFINITIONS Admitted Institutions Affiliates means those institutions admitted to Euronext Amsterdam (aangesloten instellingen); means in relation to the Offeror and/or Nutreco, any subsidiary or parent company of the Offeror and/or Nutreco and any subsidiary of such parent company, in each case from time to time; AFM has the meaning given to it on page 1; Alternative Proposal means a potential offer or proposal for the making of a potential offer for any or all of the Shares or for the whole or any material part of the undertaking, business or assets of Nutreco or any significant member of the Nutreco Group or any proposal involving the potential acquisition of a substantial interest in Nutreco or any significant member of the Nutreco Group, or a legal merger or demerger involving Nutreco or any significant member of the Nutreco Group, reorganisation or recapitalisation of Nutreco or any significant member of the Nutreco Group, or any other transaction that could result in a change of control of Nutreco or all or a substantial part of the undertaking, business or assets of Nutreco or any significant member of the Nutreco Group, or otherwise preventing the Offer from being consummated, or otherwise; Antitrust Laws means the Dutch Competition Act (Mededingingswet), the HSR Act, the EC Merger Regulation and any other law, regulation or decree (whether national, international, federal, state or local) designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade or the significant impediment of effective competition; Applicable Rules means all applicable laws and regulations, including without limitation, the applicable provisions of and any rules and regulations promulgated pursuant to the Wft, the Decree, the policy guidelines and instructions of the AFM, the Dutch Works Council Act (Wet op de ondernemingsraden), the Dutch Merger Code (SER Fusiegedrags-regels 2000), the rules and regulations of Euronext Amsterdam and, insofar as applicable, the Dutch Civil Code, the relevant securities and employee consultation rules and regulations in other applicable jurisdictions and any relevant Antitrust Laws; 13

Asset Purchase Agreement Asset Transaction has the meaning given to it in Section 6.13(c)(ix); has the meaning given to it in Section 6.13(c)(viii); Boards has the meaning given to it on page 1; BofA Merrill Lynch means Merrill Lynch International acting together with its Amsterdam branch, financial advisor to Nutreco; Business Day Business Strategy Cash Consideration means a day other than a Saturday or Sunday on which banks in The Netherlands and Euronext Amsterdam are generally open for normal business; has the meaning given to it in Section 6.15(a)(i); has the meaning given to it in Section 6.13(c)(ix); Call Option has the meaning given to it in Section 7.9; CET means Central European Time; Closing Date has the meaning given to it on page 1; Committed Shares Competing Offer Competing Offer Notice Competition Authority Consideration has the meaning given to it in Section 6.7(a)(i); has the meaning given to it in Section 6.22(b); has the meaning given to it in Section 6.22(c)(i); has the meaning given to it in Section 6.7(a)(ii); has the meaning given to it in Section 6.13(c)(ix); Decree has the meaning given to it on page 1; De Brauw means De Brauw Blackstone Westbroek N.V.; Distribution has the meaning given to it on page 1; Due Diligence Investigation means the due diligence investigation performed by SHV into the historical financial, operational, commercial, legal, treasury, IT, tax and HR aspects of the Nutreco Group; Dutch Civil Code means the Dutch Civil Code (Burgerlijk Wetboek); Dutch Corporate Governance means the Dutch corporate governance code, 14

Code dated 1 January 2009 as established under Article 2:391 paragraph 5 of the Dutch Civil Code; EBITDA means earnings before interest, taxes, depreciation and amortisation; EGM has the meaning given to it in Section 6.21; Employee Incentive Arrangements means Nutreco s (i) LTIP, (ii) Employee share plan, (iii) Bonus conversion plan, and (iv) the existing employee cash bonus plans; Euronext Amsterdam means the stock exchange of Euronext Amsterdam, the regulated market of Euronext Amsterdam N.V.; Executive Board has the meaning given to it on page 1; FAO has the meaning given to it in Section 7.6; HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976; ING Corporate Finance means the Corporate Finance Division of ING Bank N.V., financial advisor to Nutreco; Initial Announcement has the meaning given to it in Section 6.1; Initial SHV Proposal has the meaning given to it in Section 6.6; KPMG Lazard Legal Merger Leonardo & Co. means KPMG Accountants N.V.; means Lazard B.V., sole financial advisor to SHV; has the meaning given to it in Section 6.13(c)(ii); means Leonardo & Co. B.V., financial advisor to the Supervisory Board; LTIP has the meaning given to it in Section 7.12; Liquidation Liquidator Loan Note Matching Revised Offer Merger Agreement has the meaning given to it in Section 6.13(c)(x); has the meaning given to it in Section 6.13(c)(x); has the meaning given to it in Section 6.13(c)(ix); has the meaning given to it in Section 6.22(c)(iii); means the merger agreement agreed and signed by SHV and Nutreco on 19 October 2014 and as amended by SHV and Nutreco on 9 November 15

2014; Minimum Acceptance Condition has the meaning given to it in Section 6.7(a)(i); Nutreco means Nutreco N.V., a public company incorporated under the laws of The Netherlands, having its seat (statutaire zetel) at Boxmeer, The Netherlands and its registered office at Prins Frederiklaan 4, 3818 KC Amersfoort, The Netherlands, registered with the Dutch Chamber of Commerce with registration number 16074305; Nutreco Articles of Association Nutreco Group means the articles of association (statuten) of Nutreco, which were adopted at the extraordinary general meeting of shareholders of Nutreco held on 28 March 2013, as amended from time to time; means Nutreco and its Affiliates from time to time; Offer has the meaning given to it on page 1; Offer Conditions means the conditions to the Offer described in Section 6.7; Offer Memorandum has the meaning given to it on page 1; Offer Period means the period during which the Shareholders can tender their Shares to the Offeror, which commences at 09.00 hours, CET, on 10 December 2014, and ends at 17.40 hours, CET, on the Closing Date; Offer Price has the meaning given to it on page 1; Offeror Offeror Group means SHV Investments Limited, a private limited company incorporated under the laws of The United Kingdom, having its registered office at Athena House, Athena Drive, Warwick, Warwickshire, United Kingdom, CV34 6RL; means the Offeror and its Affiliates from time to time; Option Agreement has the meaning given to in in Section 7.9; Paying and Exchange Agent means ABN AMRO Bank N.V., a public company incorporated under the laws of The Netherlands, having its seat (statutaire zetel) at Amsterdam, The Netherlands and its registered office in Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands, registered with the 16

Dutch Chamber of Commerce with registration number 34334259; Position Statement has the meaning given to it on page 1; Post-Closing Acceptance Period Post-Closing Asset Transaction and Liquidation Post-Closing Merger means a period of two (2) weeks after the Offer Period during which the Shareholders that have not yet tendered their Shares under the Offer shall be given the opportunity to do so in the same manner and under the same conditions as set out in this Offer Memorandum; has the meaning given to it in Section 6.13(c); has the meaning given to it in Section 6.13(c); Post-Closing Measures Restructuring has the meaning given to it in Section 6.13(b); Potential Competing Offer Potential Competing Offer Period has the meaning given to it in Section 6.22(a); has the meaning given to it in Section 6.22(a); Protection Trust has the meaning given to it in Section 7.9; Recommendation has the meaning given to it in Section 6.6; Reference Date has the meaning given to it in Section 6.2(b); Performance Shares has the meaning given to it in Section 7.12; Settlement has the meaning given to it on page 1; Settlement Date has the meaning given to it on page 1; Shareholder(s) means (a) holder(s) of one or more Share(s); Shares has the meaning given to it on page 1; SHV Skadden means SHV Holdings N.V., a public company incorporated under the laws of The Netherlands Antilles, having its statutory seat (statutaire zetel) in Bonaire, The Netherlands, and its registered office at Rijnkade 1, 3511 LC, Utrecht, The Netherlands. SHV Holdings N.V. is registered with the Dutch Chamber of Commerce with registration number 30065974 and with the Chamber of Commerce of Bonaire with registration number 7111; means Skadden, Arps, Slate, Meagher & Flom LLP; Special Committee has the meaning given to it in Section 6.6; 17

Supervisory Board has the meaning given to it on page 1; Tendered Share has the meaning given to it on page 1; Terminating Party has the meaning given to it in Section 6.22(e)(ii); TSR has the meaning given to it in Section 7.12; Unconditional Date has the meaning given to it on page 1; and Wft has the meaning given to it on page 1. 18

5. INVITATION TO THE SHAREHOLDERS The Offeror hereby makes a recommended public cash offer for all Shares. Shareholders are advised to review this Offer Memorandum and in particular Sections 2 (Restrictions) and 3 (Important Information) thoroughly and completely and to seek independent financial, tax or legal advice where appropriate in order to reach a balanced judgement with respect to the Offer and this Offer Memorandum. Shareholders who consider not tendering their Shares are advised to review Sections 6.12 (Consequences of the Offer) and 6.13 (Post-Closing Restructuring). With due reference to all statements, terms, conditions and restrictions included in this Offer Memorandum, Shareholders are hereby invited to tender their Shares under the Offer in the manner and subject to the terms and restrictions set out in this Offer Memorandum. 5.1 Offer Price (a) Consideration For each Share tendered under the Offer, the Offeror offers the Offer Price, being a consideration of EUR 44.50 (forty-four euros and fifty cents) (cum dividend) in cash, without interest and subject to any withholding of taxes, on the terms and subject to the conditions and restrictions contained in this Offer Memorandum. The Offer Price is offered for each Share validly tendered pursuant to the Offer (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd), subject to the Offer being declared unconditional (gestanddoening). (b) Distributions In the event any Distribution on the Shares is declared by Nutreco (whereby the record date that is decisive for entitlement to such Distribution is between 19 October 2014 and Settlement), the Offer Price will be decreased by the full amount of any such Distribution made by Nutreco in respect of each Share (before any applicable withholding tax). Any adjustment to the Offer Price resulting from a Distribution by Nutreco will be communicated by a press release in accordance with Section 5.11 (Announcements) of this Offer Memorandum. 5.2 Acceptance by Shareholders (a) Acceptance by holders of Shares through Admitted Institutions Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known through their custodian, bank or stockbroker no later than 17.40 hours, CET, on the Closing Date, unless the Offer Period is extended in accordance with Section 5.7 (Extension). The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Paying and Exchange Agent in a timely manner. Admitted Institutions may tender Shares for acceptance only to the Paying and Exchange Agent and only in writing. In submitting the acceptance, Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Shares are being tendered in compliance with the restrictions set out in Sections 2 (Restrictions) and 3 (Important Information) and (iii) they undertake, subject to receipt of the Offer Price, to transfer these Tendered Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand wordt gedaan). 19

Subject to Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree, the tendering of Shares in acceptance of the Offer will constitute irrevocable instructions to block any attempt to transfer the Shares tendered, so that on or prior to the Settlement Date no transfer of such Shares may be effected (other than to the Paying and Exchange Agent on or prior to the Settlement Date if the Offer is declared unconditional (gestand wordt gedaan) and the Shares have been accepted for purchase or if withdrawal rights are available in accordance with Section 5.5 (Withdrawal rights) and to debit the securities account in which such Shares are held on the Settlement Date in respect of all of the Tendered Shares, against payment by the Paying and Exchange Agent of the Offer Price per Share. (b) Undertakings, representations and warranties by tendering Shareholders Each Shareholder tendering Shares pursuant to the Offer, by such tender, undertakes, represents and warrants to the Offeror, on the date that such Shares are tendered and on the Settlement Date, that: (i) (ii) the tender of any Shares constitutes an acceptance by the Shareholder of the Offer, on and subject to the terms and conditions of the Offer; such Shareholder has full power and authority to tender, sell and transfer (leveren) the Shares tendered by it, and has not entered into any other agreement to tender, sell or transfer (leveren) the Shares stated to have been tendered to any party other than the Offeror (together with all rights attaching thereto) and, when the same are purchased by the Offeror under the Offer, the Offeror will acquire such Shares, with full title guarantee and free and clear of all third party rights and restrictions of any kind; (iii) such Shares are being tendered in compliance with the restrictions as set out in Sections 2 (Restrictions) and 3 (Important Information) and the securities and other applicable laws or regulations of the jurisdiction in which such Shareholder is located or of which it is a resident and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with the tendering of such Shares; and (iv) such Shareholder acknowledges and agrees that having tendered its Shares, such Shareholder shall, as from the Settlement Date, be deemed to have waived any and all rights or entitlements that such Shareholder may have in its capacity as shareholder of Nutreco or otherwise in connection with its shareholding in Nutreco vis-à-vis any member of the Nutreco Group and any member of the Executive Board and Supervisory Board. 5.3 Offer Conditions The Offer shall be declared unconditional (wordt gestand gedaan) if the Offer Conditions as set out in Section 6.7(a) (Offer Conditions) are fulfilled or, if permitted by applicable law, waived by the party entitled to waive such Offer Conditions. Subject to the Offer Conditions set out in Section 6.7(a) (Offer Conditions), the Offeror reserves the right to accept any Shares tendered for acceptance, even if it has not been effected in accordance with Section 5.2 (Acceptance by Shareholders). 5.4 Offer Period (aanmeldingstermijn) The Offer Period will commence at 09.00 hours, CET, on 10 December 2014 and will expire on 17 February 2015 at 17.40 hours, CET, unless the Offer Period is extended in accordance with Section 5.7 (Extension). If all conditions to the Offer are satisfied or, where appropriate, waived, the Offeror will accept all Shares that have been validly tendered (or defectively tendered, provided that such defect has been 20

waived by the Offeror) and not previously withdrawn pursuant to the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree in accordance with the procedures set forth in Section 5.2 (Acceptance by Shareholders). 5.5 Withdrawal rights Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender: (a) during any extension of the Offer Period in accordance with the provisions of Article 15, paragraph 3 of the Decree; (b) (c) (d) following an announcement of a mandatory public bid in accordance with the provisions of Article 5b, paragraph 5 of the Decree (provided that such Shares were already tendered prior to the announcement and withdrawn within seven (7) Business Days following the announcement); following the filing of a successful request to set a reasonable price for a mandatory public bid in accordance with the provisions of Article 15, paragraph 8 of the Decree (provided that such Shares were already tendered prior to the request and withdrawn within seven (7) Business Days following the decision date); or following an increase of the Offer Price as a result of which the Offer Price does no longer only consist of a cash component and a document in relation thereto is made generally available in accordance with the provisions of Article 15a paragraph 3 of the Decree (provided that such Shares were already tendered prior to the request and withdrawn within seven (7) Business Days following such document being made available). If the Offer Period is extended, any Shares previously tendered and not withdrawn will remain subject to the Offer. Shares tendered during an extension of the Offer Period may not be withdrawn, subject to the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree, as set out above in this Section. 5.6 Declaring the Offer unconditional (gestanddoening) The obligation of the Offeror to declare the Offer unconditional is subject to the satisfaction or waiver of the Offer Conditions. See also Section 6.7 (Offer Conditions, waiver and satisfaction). The Offer Conditions may be waived, to the extent permitted by law, as set out in Section 6.7(b) (Waiver). If the Offeror, or each of the Offeror and Nutreco where relevant, wishes to (wholly or partly) waive one or more Offer Conditions according to Section 6.7(b) (Waiver), the Offeror will inform the Shareholders as required by the Applicable Rules. No later than the third (3rd) Business Day following the Closing Date (such date being the Unconditional Date) the Offeror will determine whether the Offer Conditions have been satisfied or waived as set out in Section 6.7 (Offer Conditions, waiver and satisfaction), to the extent permitted by law. In addition, the Offeror will announce on the Unconditional Date whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions set out in Section 6.7(a) (Offer Conditions) not having been satisfied or waived, all in accordance with Section 6.7(b) (Waiver) and 6.7(c) (Satisfaction) and Article 16 of the Decree. In the event that the Offer is not declared unconditional, the Offeror will explain such decision. In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror will accept all Tendered Shares and shall continue the Offer during a Post- 21

Closing Acceptance Period (na-aanmeldingstermijn) as set out in Section 5.8 (Post-Closing Acceptance Period (na-aanmeldingstermijn)). 5.7 Extension If one or more of the Offer Conditions set out in Section 6.7(a) (Offer Conditions) is not satisfied by the Closing Date or waived in accordance with Section 6.7(b) (Waiver) or 6.7(c) (Satisfaction), the Offeror may, in accordance with Article 15, paragraph 1 and paragraph 2 of the Decree, extend the Offer Period at its discretion for a minimum period of two (2) weeks and a maximum period of ten (10) weeks in order to have such Offer Conditions satisfied or waived, in which case the closing date shall be the last date on which the extended Offer closes for acceptance. If the total of the Committed Shares represents more than 80% (eighty per cent) of Nutreco s issued share capital (geplaatst kapitaal), excluding Shares held by Nutreco or any of its group companies for its own account, as at the Closing Date, the Offeror must extend the Offer Period for a period of at least two (2) weeks. Extension of the Offer Period may in any event occur once (extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances). In case of such extension all references in this Offer Memorandum to 17.40 hours, CET, on the Closing Date shall, unless the context requires otherwise, be changed to the latest date and time to which the Offer Period has been so extended. If the Offer Period is extended, so that the obligation pursuant to Article 16 of the Decree to announce whether the Offer is declared unconditional is postponed, a public announcement to that effect will be made ultimately on the third (3rd) Business Day following the Closing Date in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Decree. If the Offeror extends the Offer Period, the Offer will expire on the latest time and date to which the Offeror extends the Offer Period. During an extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder to withdraw the Shares it has already tendered in accordance with Article 15, paragraph 3 of the Decree and subject to any withdrawal rights available pursuant to Article 5b, paragraph 5, Article 15, paragraph 8 and Article 15a, paragraph 3 of the Decree as set out in Section 5.5 (Withdrawal rights). 5.8 Post-Closing Acceptance Period (na-aanmeldingstermijn) In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror shall, in accordance with Article 17 of the Decree, within three (3) Business Days after declaring the Offer unconditional, publicly announce a Post-Closing Acceptance Period (na-aanmeldingstermijn) of two (2) weeks to enable Shareholders who did not tender their Shares during the Offer Period to tender their Shares under the same terms and conditions as the Offer. The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Article 17, paragraph 4 of the Decree ultimately on the third (3rd) Business Day following the last day of the Post-Closing Acceptance Period. The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during such Post- Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth (5th) Business Day following the last day of the Post-Closing Acceptance Period. 22

During the Post-Closing Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, whether validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or during the Post-Closing Acceptance Period. 5.9 Settlement In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred (geleverd) their Shares for acceptance pursuant to the Offer on or prior to the Closing Date will receive within five (5) Business Days following the Closing Date the Offer Price in respect of each Tendered Share, as of which moment dissolution or annulment of a Shareholder's tender or transfer (levering) shall not be permitted. Settlement will only take place if the Offer is declared unconditional (gestand wordt gedaan). 5.10 Dividends Following the Settlement Date, the current dividend policy of Nutreco may be discontinued. Any Distribution made in respect of Shares not tendered under the Offer after the Settlement Date will pro rata be deducted from the price per Share for the purpose of establishing such price in any statutory merger, squeeze-out or other measure contemplated by Section 6.13 (Post-Closing Restructuring). 5.11 Announcements Any announcement contemplated by this Offer Memorandum will be issued by press release. Subject to any applicable requirements of the Applicable Rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described in this Section 5.11 (Announcements). 5.12 Commission Admitted Institutions will receive from the Paying and Exchange Agent on behalf of the Offeror a commission in the amount of EUR 0.0031 in respect of each Tendered Share up to a maximum of EUR 1,000.00 per Shareholder tender. The Admitted Institutions are only entitled to the commission if they provide the Paying and Exchange Agent with the following statement: By claiming this commission, we hereby declare that we have not included the execution of this corporate action in a service fee charged to our clients. We therefore declare that claiming this commission is needed to cover our cost under this transaction and as a result of that this corporate action will be executed on a cost free basis on behalf of our clients. No costs will be charged to Shareholders by the Offeror or by Nutreco for the transfer and payment of each Tendered Share if an Admitted Institution is involved. However, Shareholders may be charged certain fees by their banks or stockbrokers. Costs may also be charged to Shareholders by or on behalf of a foreign institution involved in the transfer and payment of the Tendered Shares. Shareholders should consult their banks and stockbrokers regarding any such fees. 5.13 Restrictions The Offer is being made with due observance of the statements, conditions and restrictions included in this Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer that is made by or on behalf of a Shareholder, even if it has not been effected in the manner as set out in Section 5.2 (Acceptance by Shareholders). 23

5.14 Indicative timetable Expected date and time (All times are CET) Event 5 December 2014 Press release announcing the availability of this Offer Memorandum and the commencement of the Offer 09.00 hours, 10 December 2014 Commencement of the Offer Period 14:30 hours, 9 February 2015 EGM, at which meeting the Offer, among other matters, will be discussed 17.40 hours, 17 February 2015 Closing Date: Deadline for Shareholders wishing to tender Shares, unless the Offer is extended in accordance with Article 15 of the Decree No later than three (3) Business Days after the Closing Date No later than five (5) Business Days after the Closing Date No later than three (3) Business Days after the Unconditional Date Unconditional Date: The date on which the Offeror will publicly announce whether the Offer is declared unconditional (gestand wordt gedaan) in accordance with Article 16 of the Decree Settlement Date: The date on which, in accordance with the terms and conditions of the Offer, the Offeror will pay the Offer Price for each Tendered Share Post-Closing Acceptance Period: If the Offer is declared unconditional, the Offeror shall announce a Post-Closing Acceptance Period for a period of two (2) weeks in accordance with Article 17 of the Decree 24

6. EXPLANATION AND BACKGROUND OF THE OFFER 6.1 Introduction On 20 October 2014, SHV and Nutreco jointly announced that they reached conditional agreement in connection with a public offer by SHV for all the Shares at an offer price of EUR 40.00 (forty euros) (cum dividend) in cash for each Share, subject to customary conditions, and that SHV would pay the Offer Price with cash from its own available resources (the Initial Announcement). Reference is made to Section 11.1 (Joint press release dated 20 October 2014). Following the Initial Announcement, SHV, via its wholly-owned indirect subsidiary SHV Interholding AG, which in turn holds the entire share capital of the Offeror, acquired a certain number of Shares. Reference is made to SHV s press releases as published on its website (www.shv.nl) and Section 6.10(a) (SHV s equity stake in Nutreco). On 10 November 2014, SHV and Nutreco jointly announced that they amended their conditional agreement as announced in the Initial Announcement. Under the terms of the amended conditional agreement, SHV agreed to increase the consideration of the Offer from EUR 40.00 (forty euro) (cum dividend) to EUR 44.50 (forty-four euros and fifty cents) (cum dividend) in cash for each Share. Reference is made to Section 11.2 (Joint press release dated 10 November 2014). On 11 November 2014, SHV announced that it was making good progress on the preparations of the Offer and confirmed that it expected the Offer to commence during the last quarter of 2014. Reference is made to Section 11.3 (SHV press release dated 11 November 2014). On 26 November 2014, Nutreco announced that it was informed by SHV that the Offer Memorandum was expected to be published early December 2014. Nutreco itself also expected to issue its Position Statement early December. Reference is made to Section 11.4 ( Nutreco press release dated 26 November 2014). 6.2 The Offer (a) Introduction The Offeror is making an offer to purchase from the Shareholders all the Shares on the terms and subject to the conditions and restrictions contained in this Offer Memorandum. Subject to the Offer being declared unconditional (gestanddoening), Shareholders tendering their Shares under the Offer will receive the Offer Price in respect of each Tendered Share. If Nutreco by any means whatsoever declares any Distribution on the Shares (whereby the record date that is decisive for entitlement to such Distribution is between 19 October 2014 and Settlement), then the Offer Price will be reduced by the amount of such Distribution (before any applicable withholding tax). (b) Bid premium The Offer Price of EUR 44.50 (forty-four euros and fifty cents) (cum dividend) in cash per Tendered Share represents a premium of: 58% (fifty-eight per cent) to the closing price per Share on Euronext Amsterdam on 17 October 2014 1 (the Reference Date); 1 Last closing Share price prior to the Initial Announcement. 25

49% (forty-nine per cent) to the average closing price per Share on Euronext Amsterdam for the three (3) months prior to and including the Reference Date; 43% (forty-three per cent) to the average closing price per Share on Euronext Amsterdam for the six (6) months prior to and including the Reference Date; 36% (thirty-six per cent) to the average closing price per Share on Euronext Amsterdam for the twelve (12) months prior to and including the Reference Date; and 27% (twenty-seven per cent) to the median of analyst price targets for the Shares, issued after Nutreco s H1 results on 24 July 2014 and up to and including the Reference Date (median analyst price target of EUR 35.00 (thirty-five euro) per share). The research analysts considered comprise ABN AMRO, Alpha Value, Berenberg, Equita SIM, Goldman Sachs, ING, KBC, Kempen & Co, Petercam, Rabobank, SNS Reaal and Theodoor Gilissen. By comparison, the median premium to the unaffected share price (the closing price one day prior to the earlier of the transaction announcement or material, public speculation of a transaction, if any) is 31% (thirty-one per cent) for public offers on 100% (hundred per cent) of the share capital of Dutch companies listed on Euronext Amsterdam with enterprise values in excess of EUR 500 million (five hundred million euros) that were announced and completed, or are pending completion, in the five (5) years prior to the Reference Date, whereas the Offer represents a premium of 58% (fifty-eight per cent) to the closing price per Share on Euronext Amsterdam on the Reference Date. The selected transactions are: Canon/Oce, Johnson & Johnson/Crucell, Prysmian/Draka Holding, NSI/Vastned, Mexichem/Wavin, Advent/Mediq, Boskalis/Dockwise, JAB Consortium/D.E Master Blenders 1753, Advent/UNIT4, Liberty Global/Ziggo, Klépierre/Corio and Apax/Exact. 6.3 Substantiation of the Offer The Offer Price has been based on the following financial analyses: an analysis of the closing prices of the Shares from 18 October 2013 up to and including the Reference Date (refer to Section 7.11 (Share price development) for the share price development of Nutreco). During this period, the average closing price per Share on Euronext Amsterdam for the three (3), six (6), and twelve (12) month periods prior to and including the Reference Date were EUR 29.93, EUR 31.18, and EUR 32.64, respectively; an analysis of analyst price targets for the Shares, issued after Nutreco s H1 results on 24 July 2014 up to and including the Reference Date. The research analysts considered are ABN AMRO, Alpha Value, Berenberg, Equita Sim, Goldman Sachs, ING, KBC, Kempen & Co, Petercam, Rabobank, SNS Reaal and Theodoor Gilissen with a median analyst price target of EUR 35.00 per Share; a precedent transaction analysis, taking into account the (i) EWOS - Altor and Bain Capital, (ii) and Provimi - Cargill transactions given their relevance to a large part of the business of Nutreco: the average multiple of the acquisition price to the last completed fiscal year EBITDA, based on their announcement date, was 8.8x for these transactions; by comparison, the Offer Price translates to a multiple of enterprise value for Nutreco, as implied by the Offer Price and reported financial net debt as at 30 June 2014 of EUR 405 million, of 11.1x EBITDA 2 2013; and 2 EBITDA before certain exceptional and non-recurring items. 26

a standalone discounted cash flow analysis for Nutreco, considering historic financial developments of Nutreco and assuming (i) broker consensus financial forecasts for Nutreco and (ii) a weighted average cost of capital of around 8% (eight per cent). The applied forecast period was ten (10) years (2014 to 2024). The residual value at the end of year ten (10) is based on a perpetuity value of the cash flow in year ten (10). In addition, the Offeror has carefully considered the history of Nutreco, the strategy of Nutreco and its future prospects, as well as certain publicly available information including annual and interim accounts of Nutreco, analyst presentations and reports, market reports and press releases. 6.4 Rationale for the Offer Long-term growth perspective The Offer is driven by the long-term growth perspective of Nutreco. Being a private, family-held company with a proven long-term focus and commitment, SHV will enable Nutreco to focus on delivering on its strategic agenda. SHV has the financial strength to realise Nutreco s ambitions and to accelerate Nutreco s growth based on a prudent finance strategy. Historically, SHV has a longstanding business track-record and good relations in Asia and other emerging markets which are considered to be growth markets for Nutreco. The aim of SHV is to build valuable businesses creating a sustainable future for all stakeholders involved. Sustainable long-term growth and transferring value to the next generation is the core of its approach to businesses. SHV has acquired new businesses in the past and subsequently built those businesses both through buy and build, and organically. Key similarities Both Nutreco and SHV are reputable Dutch headquartered companies with a global presence and a long heritage. In addition, Nutreco and SHV share similar strategic and financial principles, including a focus on business-to-business activities, and a preference for industries with low turbulence, and fulfilling basic daily needs, such as food. Additionally, the companies share a strong focus on people development and are expected to strengthen each other with regards to attracting and developing talented people. The continuation of Nutreco s corporate identity, culture, values, brands, organisation and strategic direction provides the right future perspective for employees, suppliers and customers. Strategic diversification SHV has a wide range of businesses in various geographies. Nutreco provides an interesting strategic diversification for SHV into food-related markets, provides for a good growth platform in emerging markets, has a strong and reputable management and a leading position in niche markets. Attractive premium and high level of deal certainty for Shareholders Nutreco s current Shareholders can benefit from a fair price, an attractive premium and high deal certainty due to SHV s ability to finance the total consideration due under the Offer from its own cash resources (reference is made to Section 6.5 (Financing of the Offer) below). 27

6.5 Financing of the Offer The Offeror is able to fulfil its obligations under the Offer with cash from its own available resources, and will not enter into any financing arrangements with parties outside the Offeror Group in connection with (the financing of) its obligations under the Offer. Reference is made to the Initial Announcement (see Section 11.1 (Joint press release dated 20 October 2014)), the joint press release by SHV and Nutreco dated 10 November 2014 (see Section 11.2 (Joint press release dated 10 November 2014)) and SHV s press release dated 11 November 2014 (see Section 11.3 (SHV press release dated 11 November 2014)). 6.6 Decision-making by the Boards and Recommendation Following an introductory call on Friday 19 September 2014 from the chairman of the supervisory board of SHV to the chairman of the Supervisory Board, and from the CEO of SHV to the CEO of Nutreco, Nutreco received a letter in which SHV made an unsolicited, indicative, non-binding proposal for the acquisition of all outstanding Shares by way of a public offer (the Initial SHV Proposal) on Monday 22 September 2014. The Initial SHV Proposal included a price range which reflected multiples paid in comparable precedent transactions in the relevant industry. In addition, SHV stated its support for Nutreco's long-term strategy and also included proposals for safeguarding the interests of Nutreco and its stakeholders and for providing a high level of certainty of deal execution. Following a two-week process of analysis and evaluation of the Initial SHV Proposal and Nutreco's strategic alternatives (including a continuing standalone scenario) by the Boards and their advisors, Nutreco and SHV engaged in various discussions, primarily focused on the price level and the parties' abilities to commit to an efficient process. On Friday 9 October 2014, following clear indication from SHV that it would be able and willing to commit to a higher offer price than the price range previously proposed, Nutreco allowed SHV to start a high-level due diligence investigation. During this due diligence period, several presentations were given by members of Nutreco's management team to SHV. The financial information provided to SHV related to the period up to 30 June 2014; no forward-looking statements were made; in particular, no information was provided which should be considered to be price-sensitive. On Sunday evening 19 October 2014, Nutreco and SHV signed the Merger Agreement pursuant to which inter alia SHV agreed, subject to certain conditions, to make the Offer and the Boards agreed to recommend the Offer of EUR 40.00 (cum dividend) in cash per Share. Nutreco and SHV issued a joint announcement on Monday 20 October 2014. On Sunday 9 November 2014, after renewed negotiations with Nutreco, SHV raised its Offer Price to EUR 44.50 (cum dividend) in cash per Share and Nutreco entered into an amendment to the Merger Agreement with SHV. Reference is made to Section 11.2 (Joint press release dated 10 November 2014). Following the Initial SHV Proposal, the Supervisory Board formed a special committee of the Supervisory Board, consisting of Mr J.M. de Jong, Mr J.A.J. Vink and Mr P.S. Overmars (the Special Committee), for the provision of guidance to the Executive Board, for the provision of a proper response to SHV's proposal and any intervening events, and for the discussion of preparatory analysis to facilitate relevant discussions at future Supervisory Board meetings. As from early November 2014, due to a potential conflict of interest as described in the Position Statement, Mr Vink was replaced as a member of the Special Committee by Mrs H.W.P.M.A. Verhagen. 28

The Supervisory Board remained actively involved throughout the process. The discussions within the Supervisory Board were thoroughly prepared by the Special Committee. All actions of Nutreco in connection with the Offer, were taken after extensive deliberation by the Executive Board and the Supervisory Board. In particular, the decisions to enter into the Merger Agreement and the amendment of the Merger Agreement were taken by the Executive Board and the Supervisory Board jointly. The Boards have received financial advice from ING Corporate Finance; the Supervisory Board has received financial advice from Leonardo & Co. The Boards have received legal advice from De Brauw. After 17 November 2014, the Boards received additional financial advice from BofA Merrill Lynch and additional legal advice from Skadden. The Boards have also received a fairness opinion from ING Corporate Finance and the Supervisory Board has received a fairness opinion from Leonardo & Co. Both ING Corporate Finance and Leonardo & Co. have opined that the offer announced on 20 October 2014 is fair to the Shareholders from a financial point of view. Further reference is made to the fairness opinions, which are included in the Position Statement. With reference to the above, and without prejudice to the terms and conditions of the Merger Agreement, the Executive Board and the Supervisory Board fully support and unanimously recommend the Offer to the Shareholders for acceptance. They also recommend voting in favour of all proposed Resolutions at the EGM (the Recommendation). More information is included in the Position Statement. 6.7 Offer Conditions, waiver and satisfaction (a) Offer Conditions Notwithstanding any other provisions of the Offer, the obligation of the Offeror to declare the Offer unconditional (het bod gestand doen) is subject to the following conditions precedent being satisfied or waived on or before the Closing Date: Acceptance Level (i) the aggregate number of (A) Tendered Shares and (B) Shares directly or indirectly held by the Offeror or any of its Affiliates or unconditionally and irrevocably committed by Shareholders in writing for sale to the Offeror subject only to the Offer being declared unconditional (gestanddoening) (together the Committed Shares), representing at least 95% (ninety-five per cent) of Nutreco s issued share capital (geplaatst kapitaal), excluding Shares held by Nutreco or any of its group companies for its own account, as at the Closing Date (the Minimum Acceptance Condition); Merger Clearance (ii) one of the following events having occurred no later than the Closing Date: (A) the Commission of the European Community, and all other relevant competition authorities in jurisdictions where part of the Nutreco Group s business is conducted (each a Competition Authority), issuing a decision in respect of the Offer constituting clearance of the proposed concentration, or stating that no clearance is required, or (B) the expiry, lapse or termination of all applicable waiting and other time periods (including extensions thereof) under any applicable legislation or regulation in any jurisdiction in respect of which a decision as referred to under (A) above is to be obtained; 29

Protection Trust (iii) the Protection Trust not having exercised in whole or in part its call option under the Option Agreement and no Cumulative Preference Shares D in Nutreco having been issued and the Protection Trust having irrevocably and conditional only upon the Offer being declared unconditional (gestand gedaan) waived its right to exercise its call option right on the Cumulative Preference Shares D under the Option Agreement; No Competing Offer (iv) (v) no Competing Offer having been made; no third party having obtained the right to subscribe, or having agreed to subscribe, for shares in the capital of Nutreco with the exception of the rights under the Option Agreement and the Employee Incentive Arrangements of Nutreco; Board Recommendation (vi) neither the Executive Board nor the Supervisory Board having revoked or modified, amended or qualified the Recommendation nor made or authorised any public contradictory statements as to its position with respect to the Offer unless (in case one or more members of the Executive Board or the Supervisory Board having been misquoted, or inadvertently or without intent made such modifications, amendments, qualifications or public contradictory statements) Nutreco having reconfirmed the relevant recommendation of (the relevant members of) the Executive Board or the Supervisory Board within forty-eight (48) hours following Nutreco becoming aware of the publication of such misquote, modification, amendment, qualification or public contradictory statement; Restraint Orders (vii) (viii) (ix) no order, stay, judgment or decree having been issued by any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority and being in effect, and no statute, rule, regulation, governmental order or injunction having been enacted, enforced or deemed applicable to the Offer, any of which (without prior approval) prohibits or delays or is reasonably likely to prohibit or delay consummation of the Offer in any material respect; no notification having been received from the AFM that the Offer has been made in conflict with any of the provisions of chapter 5.5 of the Wft or the Decree, within the meaning of article 5:80 of the Wft in which case, pursuant to those rules, securities institutions (effecteninstellingen) would not be permitted to cooperate with the execution and completion of the Offer; trading in the Shares not having been permanently suspended, or suspended at such time and for such duration that it prevents the Offeror from satisfying the Minimum Acceptance Condition, by Euronext Amsterdam; Material Adverse Change (x) no change, effect, event or circumstance (each a Change), individually or when taken together with all other Changes, that is or will be materially adversely affecting the business, cash flow, financial or trading position or assets of the Nutreco Group taken as a whole having occurred following 19 October 2014 which is such that the Offeror cannot reasonably be expected to make the Offer and which does not arise as a result of: 30

(A) (B) (C) (D) changes in applicable laws or regulations or interpretations thereof after the date of the Merger Agreement; changes in economies in general or the industry in which the Nutreco Group operates after 19 October 2014; any matter which is known to the Offeror or its advisors prior to 19 October 2014, or which is reasonably understandable from the information made available to the Offeror as part of the Due Diligence Investigation or the information filed by any member of the Nutreco Group as a matter of public record or made public by Nutreco pursuant to applicable laws or regulations; or the announcement, making or implementation of the Offer; Breach (xi) Nutreco not having breached the terms of the Merger Agreement to the extent that any such breach (i) has or could reasonably be expected to have material adverse consequences for Nutreco, the Offeror or the Offer, and (ii) is incapable of being remedied within ten (10) Business Days after receipt by Nutreco of a written notice from the Offeror, or has not been remedied by Nutreco within ten (10) Business Days after receipt by Nutreco of a written notice from the Offeror; and Supervisory Board Members (xii) (b) the general meeting of shareholders of Nutreco having adopted the resolutions to appoint the new members of the Supervisory Board nominated by the Offeror and to amend the Nutreco Articles of Association as referred to in Section 6.21 (Extraordinary General Meeting of Shareholders of Nutreco). Waiver Each of the Offer Conditions set out in Section 6.7(a) paragraphs (ii) (Merger Clearance), (vii) and (ix) (Restraint Orders) is for the benefit of each of the Offeror and Nutreco and may, to the extent permitted by law, only be waived by both of them jointly in writing. The Offer Condition set out in Section 6.7(a) paragraph (viii) (Restraint Orders) is for the benefit of each of the Offeror and Nutreco and may not be waived. The Offer Conditions set out in Section 6.7(a) paragraphs (iii) (Protection Trust), (iv) and (v) (No Competing Offer), (vi) (Board Recommendation), (x) (Material Adverse Change), (xi) (Breach) and (xii) (Supervisory Board Members) are for the benefit of the Offeror and accordingly the Offeror may, to the extent permitted by law, waive each of these Offer Conditions, either in whole or in part, at any time by giving notice to Nutreco. Without limitation to the Offeror's right to rely on the Minimum Acceptance Condition, the Minimum Acceptance Condition is for the benefit of the Offeror and may be waived by the Offeror at any time by giving notice to Nutreco, provided that a waiver by the Offeror of the Minimum Acceptance Condition requires the prior written approval of the Boards if the total of the Committed Shares represents less than 66 2/3% (sixty-six and two-third per cent) of Nutreco s issued share capital (geplaatst kapitaal) excluding Shares held by Nutreco or any of its group companies for its own account, at the Closing Date. 31

(c) Satisfaction The satisfaction of each of the Offer Conditions does not depend on the will of the Offeror as prohibited by Article 12, paragraph 2 of the Decree. Each of the Offeror and Nutreco shall use its best efforts to procure the satisfaction of the Offer Conditions as soon as reasonably practicable, it being understood that such best efforts shall in relation to the Offer Condition contained in Section 6.7(a) paragraph (ii) (Merger Clearance) require the Offeror (A) to offer the relevant Competition Authority such remedies to possible concerns of such Competition Authority as may be necessary to ensure that the Offer Condition referred to in Section 6.7(a) paragraph (ii) (Merger Clearance) is satisfied without delay, provided that such remedies only affect the Nutreco Group, and (B) agree to take all actions that may be required by a Competition Authority (including agreeing to the disposal of assets or businesses) and agree to all commitments, including all conditions, obligations and other requirements, necessary to obtain clearance by each of the Competition Authorities. The Offeror is currently in the process of submitting the notifications to the relevant competition authorities; the filing with the European Commission was made on 24 November 2014. If at any time the Offeror or Nutreco becomes aware of a fact or circumstance that might prevent an Offer Condition from being satisfied, it shall immediately notify the other thereof. If at any time the Offeror or Nutreco becomes aware that an Offer Condition is satisfied, it shall immediately notify the other thereof. 6.8 Shareholdings of the members of the Boards (a) Executive Board As at the date of this Offer Memorandum, the members of the Executive Board hold the following Shares. Both (i) unrestricted Shares and (ii) vested but locked-up Performance Shares under the LTIP are recorded in the AFM registers as gewone aandelen. Unvested Performance Shares under the LTIP are recorded in the AFM registers as restricted shares. Unrestricted Shares Name Unrestricted Shares currently held Gross amount to be received (EUR) K. Nesse 19,094 849,683.00 G. Boon 7,066 314,437.00 Total 26,160 1,164,120.00 Each member of the Executive Board has irrevocably undertaken to tender his unrestricted Shares under the Offer, as described in Section 6.11. Vested but locked-up Performance Shares under the LTIP Name Vested but locked-up Performance Shares currently held Gross amount to be received (EUR) K. Nesse 20,477 911,226.50 G. Boon 7,220 321,290.00 Total 27,697 1,232,516.50 32

The locked-up, vested Performance Shares under the LTIP will become freely transferrable at Settlement. Each member of the Executive Board has irrevocably undertaken to tender his vested but locked-up Performance Shares under the Offer, as described in Section 6.11. Unvested Performance Shares under the LTIP Name Unvested Performance Shares currently held Gross amount to be received (EUR) K. Nesse 73,292 Not yet known G. Boon 40,950 Not yet known Total 114,242 Not yet known Unvested outstanding Performance Shares held by the members of the Executive Board will vest pro rata and be cash-settled as described in Section 7.12(b). The Performance Shares will be subject to the terms of the LTIP and applicable law. (b) Supervisory Board At the date of this Offer Memorandum, no Shares are held by members of the Supervisory Board. 6.9 Share transactions in the year prior to the date of this Offer Memorandum (a) Executive Board The following transactions were performed by the members of the Executive Board in the year prior to the date of the Offer Memorandum. Name Type of transaction Number of Shares Date of trade Price per Share (in EUR) K. Nesse PSP Grant 2014 26,988 10 April 2014 0 K. Nesse PSP Vesting 2011 (correction tax rates) 54 28 March 2014 0 K. Nesse PSP Vesting 2011 8,559 3 March 2014 0 G. Boon PSP Grant 2014 13,784 10 April 2014 0 G. Boon PSP Vesting (correction tax rates) 5 28 March 2014 0 G. Boon PSP Vesting 2011 7,215 3 March 2014 0 G. Boon BCP Matching 2011 360 3 March 2014 0 G. Boon Purchase for own account 3,055 21 February 2014 32.75 Based on the Nutreco Performance Share Plan and as part of the remuneration policy, each year conditional performance shares are granted to the Executive Board without financial consideration. These shares will vest and become unconditional after three (3) years (thereafter only subject to lock-up restrictions), depending on Nutreco s share performance. A grant of Performance Shares to, or vesting of Performance Shares (subject to lock-up restrictions) held by, members of the Executive Board is referred to as PSP Grant or PSP Vesting, respectively, in the table above. 33

In 2007, alongside the Performance Share Plan, a Bonus Conversion Plan (BCP) was introduced under which eligible managers (excluding the Executive Board) are entitled to invest in Nutreco shares that will be matched by the Company after a three-year (3-year) period. The matching of the BCP shares of Mr G. Boon relates to his participation in the BCP in 2011, prior to his nomination as an Executive Board member. The matching of Bonus Conversion Plan Shares under the BCP is referred to as BCP Matching in the table above. (b) Supervisory Board No transactions were undertaken by the members of the Supervisory Board during the year preceding the date of this Offer Memorandum. 6.10 Respective cross-shareholdings SHV Nutreco (a) SHV s equity stake in Nutreco On 3 December 2014, close of business CET, SHV indirectly held 10,298,495 Shares. This equity stake is held by SHV Interholding AG, a public limited company, incorporated under the laws of Switzerland, having its registered office at Aspermontstrasse 24, 7000 Chur. SHV Interholding AG is registered with the Handelsregister Graubünden with registration number CHE-100.927.268. SHV Interholding AG is an indirect wholly-owned subsidiary of SHV and in its turn holds 100% (hundred per cent) of the shares in the capital of the Offeror. The equity stake held by SHV Interholding AG in Nutreco represents 14.66% (fourteen and sixty six hundredths per cent) of the issued share capital of Nutreco and 15.34% (fifteen and thirty-four hundredths per cent) of the issued and outstanding share capital of Nutreco. The Shares held by SHV Interholding AG will be transferred to the Offeror or a subsidiary of the Offeror before the end of the Post-Closing Acceptance Period. In the year preceding the date of the Offer Memorandum, SHV Interholding AG executed the following transactions in relation to Nutreco securities: Date Transaction type Total number of shares Type of shares Volume weighted average price (EUR) 20-10-2014 Purchase 4,354,000 Shares 39.21 21-102014 Purchase 3,039,771 Shares 39.71 22-10-2014 Purchase 614,285 Shares 39.84 23-10-2014 Purchase 91,215 Shares 39.90 24-10-2014 Purchase 841,189 Shares 39.91 27-10-2014 Purchase 401,403 Shares 39.93 28-10-2014 Purchase 890,295 Shares 39.90 10-11-2014 Purchase 66,337 Shares 44.43 The highest price per Share paid in any transaction listed in the table above, whether or not on a regulated market as defined in Article 1 paragraph 1 of the Wft, did not exceed the Offer Price. SHV and its affiliates or brokers (acting as agents for SHV or its affiliates, as applicable) reserve the right to, to the extent permissible under applicable law or regulation, from time to time after the date the Offer Memorandum, and other than pursuant to the intended Offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Nutreco, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release to inform 34

shareholders of such information. In addition, financial advisors to SHV may also engage in ordinary course trading activities in securities of Nutreco, which may include purchases or arrangements to purchase such securities. (b) Nutreco s equity stake in the Offeror and SHV As at the date of this Offer Memorandum, neither Nutreco nor any of its Affiliates directly or indirectly holds any shares in the Offeror and/or SHV. 6.11 Undertaking to tender shares Each member of the Executive Board has irrevocably undertaken to tender under the Offer, on the same terms and conditions as apply to other Shareholders, any Shares other than the unvested Performance Shares (reference is made to 7.12(b) (Long-term: Nutreco Performance Share Plan)), which such member directly or indirectly holds, subject to the Executive Board continuing to support and recommend the Offer. The members of the Executive Board, both of whom currently hold Shares, did not receive any relevant information from the Offeror in connection with the Offer that is not included in the Offer Memorandum. 6.12 Consequences of the Offer Shareholders who do not tender their Shares under the Offer should carefully review this Section 6.12 (Consequences of the Offer), which describes certain risks they will be subject to if they elect not to accept the Offer. These risks are in addition to the risks associated with holding securities issued by Nutreco generally, such as the exposure to risks related to the business of the Nutreco Group, the markets in which the Nutreco Group operates, as well as economic trends affecting such markets generally as such business, markets or trends may change from time to time. The following is a summary of the key additional risks. (a) Liquidity and Delisting The purchase of Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly. Subject to the Offer being declared unconditional (gestanddoening) and the Offeror acquiring 95% (ninety-five per cent) of the Shares, the listing of the Shares on Euronext Amsterdam will be terminated as soon as possible. Furthermore, and subject to the terms and conditions of the Offer Memorandum, the Offeror may initiate any of the procedures described in Section 6.13 (Post-Closing Restructuring) following completion of the Offer, including procedures which would result in termination of the listing of the Shares (including Shares not being tendered), which may further adversely affect the liquidity and market value of the Shares. As a policy rule, in the event of a public offer, Euronext Amsterdam does not permit delisting until at least 95% (ninety-five per cent) of the listed shares are held by a single entity or by a group controlled by a single entity, unless the Shares disappear as a result of a statutory merger. As a result, the size of the free float in Shares will be substantially reduced following completion of the Offer and trading volumes and the liquidity of Shares may be adversely affected. The Offeror does not intend to set up a liquidity mechanism for the Shares that are not tendered following the Settlement Date. 35

(b) Proposed amendments to the Nutreco Articles of Association At the EGM, the Shareholders shall be requested to vote for a resolution to amend the Nutreco Articles of Association in accordance with the draft of the proposed amendments to the Nutreco Articles of Association included in Section 17 (Proposed New Nutreco Articles of Association Post- Settlement), subject to Settlement occurring and effective as of the Settlement Date. The amendments will primarily relate to the (i) deletion of all references to Cumulative Preference Shares D and Cumulative Preference Shares E, (ii) removal of mandatory nomination procedure for the appointment of members of the Supervisory Board, and (iii) amendment of the Nutreco Articles of Association upon proposal of the Executive Board. (c) Dividend policy The Shareholders should be aware that Nutreco may or may not pay dividends in the future. Future dividends paid may be of a one-off nature only and the amount of any dividends will depend on a number of factors associated with the Offeror's tax and financial preferences from time to time. Any Distribution made in respect of Shares after the Settlement Date will be deducted for the purpose of establishing the value per Share in any statutory merger, takeover buy-out procedure, squeeze-out procedure or other measure contemplated by Section 6.13 (Post-Closing Restructuring). (d) Tax treatment of distributions The Offeror and Nutreco give no assurances and have no responsibility with respect to the tax treatment of Shareholders with respect to any distributions made by Nutreco or any successor entity to Nutreco on the Shares, which may include dividends, interest, repayments of principal, repayments of capital and liquidation distribution. 6.13 Post-Closing Restructuring (a) Compulsory acquisition procedure It is the intention of the Offeror to ultimately acquire 100% (hundred per cent) of the Shares and/or full ownership (legal and beneficial) of Nutreco s business. As soon as possible following the Offer being declared unconditional (gestanddoening), the Offeror and Nutreco intend to (i) procure that Nutreco's listing on Euronext Amsterdam and the listing agreement between Nutreco and Euronext Amsterdam in relation to the listing of the Shares will be terminated, and (ii) have the Offeror, or any of its subsidiaries, acquire the Shares not yet owned by it. Delisting may be achieved on the basis of 95% (ninety-five per cent) or more of the issued share capital of Nutreco having been acquired by the Offeror or on the basis of a statutory merger or otherwise. If, following the Settlement Date, the Offeror and its Affiliates, alone or together with Nutreco, hold at least 95% (ninety-five per cent) of the Shares, the Offeror shall commence a compulsory acquisition procedure (uitkoopprocedure) in accordance with Article 2:92a or 2:201a of the Dutch Civil Code or a compulsory takeover buy-out procedure in accordance with Article 2:359c of the Dutch Civil Code to buy out the holders of Shares that have not tendered their Shares under the Offer. In such procedure, any remaining minority shareholders of Nutreco will be offered the Offer Price for their Shares unless there would be financial, business or other developments or circumstances that would justify a different price (including a reduction resulting from the payment of dividends) in accordance with, respectively, Article 2:92a, paragraph 5 or 2:201a, paragraph 5 or Article 2:359c, paragraph 6 of the Dutch Civil Code. 36

(b) Alternative Post-Closing Restructuring Without prejudice to Section 6.13(a) (Compulsory acquisition procedure) the Offeror shall be entitled to effect or cause to effect and, subject to further approvals at that time in accordance with the procedures set out below in this Section 6.13(b), Nutreco agrees to implement any other restructuring of the Nutreco Group (the Post-Closing Restructuring Measures) for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure in accordance with the Applicable Rules and Dutch law in general, some of which may have the (side) effect of diluting the interest of any remaining minority shareholders of Nutreco, including: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) a statutory cross-border or domestic (bilateral or triangular) legal merger (juridische (driehoeks-)fusie) in accordance with Article 2:309 et seq of the Dutch Civil Code between Nutreco, the Offeror and/or one or more Affiliates of the Offeror (as further described in Section 6.13(c) (Most likely Post-Closing Restructuring Measures); a subsequent public offer for any Shares held by minority shareholders; a statutory (bilateral or triangular) legal demerger (juridische (driehoeks-)splitsing) of Nutreco in accordance with Article 2:334a et seq of the Dutch Civil Code; a contribution of assets to Nutreco in exchange for new shares issued (in which case the existing shareholders of Nutreco may not have pre-emptive rights) on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor; a sale of all, substantially all, or a substantial part of the assets of Nutreco, which may or may not be followed by a distribution of proceeds to the Shareholders, all in accordance with applicable laws and the Nutreco Articles of Association and all on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor (as further described in Section 6.13(c) (Most likely Post-Closing Restructuring Measures); a distribution of proceeds, cash and/or assets to the shareholders of Nutreco; a sale and transfer of assets and liabilities by the Offeror or any of its Affiliates to any member of the Nutreco Group on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor, or a sale and transfer of assets and liabilities by any member of the Nutreco Group to the Offeror or any of its Affiliates on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor; conversion of Nutreco into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid); any combination of the foregoing; or any transactions, restructurings, share issues, procedures and/or proceedings in relation to Nutreco and/or one or more of its Affiliates required to effect the aforementioned objective. In implementing any Post-Closing Restructuring Measure, due consideration will be given to the requirements of the applicable law, including the fiduciary duties of members of the Boards at that time to consider the interests of minority shareholders and all other stakeholders, and relevant employee representative bodies information and/or consultation requirements. The implementation of any Post-Closing Restructuring Measure shall be subject to the approval of the Supervisory Board, including the affirmative vote of two (2) Independent Supervisory Board Members. The Independent Supervisory Board Members shall have the opportunity to engage for the 37

account of Nutreco their own financial and legal advisors if and to the extent they believe that the advice of such advisors is reasonably necessary to assist them in reviewing and assessing matters that come before them. (c) Most likely Post-Closing Restructuring Measures In the event that the Offeror (i) has declared the Offer unconditional and (ii) has not, together with its Affiliates, acquired 95% (ninety-five per cent) or more of the Shares after expiration of the Post- Closing Acceptance Period, the Offeror intends, but is not obligated, to effect one or more of the following Post-Closing Restructuring Measures or a combination thereof, without prejudice to the other alternative Post-Closing Restructuring Measures referred to in Section 6.13(b) (Alternative Post-Closing Restructuring). The Post-Closing Merger The first most likely Post-Closing Restructuring Measure is a legal merger (juridische fusie) between Nutreco and a (direct or indirect) Dutch subsidiary of the Offeror in accordance with Articles 2:309 and 2:333a of the Dutch Civil Code (the latter referring to a "triangular merger" (driehoeksfusie), pursuant to which the shareholders of the disappearing entity will become shareholders of (an affiliate of) the surviving entity) with Nutreco being the disappearing entity and the (direct or indirect) Dutch subsidiary of the Offeror being the surviving entity (the Post-Closing Merger). It is envisaged that the Post-Closing Merger will consist, in summary, of the following steps: (i) Incorporation of SHV Nutreco B.V. (SHV Nutreco) by the Offeror, and SHV Nutreco Sub B.V. (SHV Nutreco Sub) by SHV Nutreco. SHV Nutreco shall own (A) all the issued and outstanding shares in the capital of SHV Nutreco Sub, and potentially (B) the shares of certain existing (material) subsidiaries of SHV. SHV Nutreco Sub shall only own the Shares in Nutreco. The diagram below shows a structure chart. The articles of association of SHV Nutreco and SHV Nutreco Sub will include (1) the possibility to cancel the shares not held by the Offeror or SHV Nutreco, respectively, (2) certain oligarchic provisions (e.g. certain decisions being taken by the executive board or the supervisory board instead of the general meeting of shareholders or made subject to the prior approval of the executive board or supervisory board), and (3) transfer restrictions pursuant to which a shareholder that intends to transfer its shares in SHV Nutreco or SHV Nutreco Sub, respectively, must first offer these to SHV Nutreco or any of its Affiliates for a price per share that does not exceed the (equivalent of) the Offer Price. 38

(ii) (iii) (iv) After Settlement, the Executive Board and the Supervisory Board in its new composition adopt a proposal to execute a (triangular) merger between Nutreco (as the disappearing entity) and SHV Nutreco Sub (as the surviving entity) (the Legal Merger) which resolution of the Supervisory Board requires the affirmative vote of the two (2) Independent Supervisory Board Members. When considering whether to vote in favour of such resolution, the Independent Supervisory Board Members shall give due consideration to the reasonable interests of the minority shareholders. Convening the extraordinary general meeting of shareholders of Nutreco to resolve on the Legal Merger is subject to a notice period of forty two (42) days. The resolution on the Legal Merger requires a simple majority in the general meeting (i.e. 50% (fifty per cent) of the votes plus one vote of the votes cast). At the extraordinary general meeting of shareholders of Nutreco, the percentage of Shares held by SHV Nutreco Sub will exceed the simple majority threshold. It is intended to execute the notarial deed effectuating the Legal Merger on the first Business Day after the general meeting of Nutreco adopted the resolution on the Legal Merger. The Legal Merger will become effective on the day following the day of execution of the notarial deed. As a result of the Legal Merger entering into effect, each holder of one or more Shares immediately prior to the completion of the Legal Merger will receive one or more (same or different class of) shares in the capital of either SHV Nutreco Sub, if the Legal Merger is a merger pursuant to article 2:309 of the Dutch Civil Code, or an Affiliate of SHV Nutreco Sub holding directly or indirectly all shares in SHV Nutreco Sub, if the Legal Merger is a merger pursuant to Article 2:333a of the Dutch Civil Code. Shareholders are advised that in the event of a triangular Legal Merger pursuant to article 2:333a of the Dutch Civil Code, the interest held by the minority shareholders in such Affiliate of SHV Nutreco Sub after the triangular Legal Merger can be smaller than such shareholders interest in Nutreco immediately prior to completion of the Legal Merger due to such Affiliate also holding shares in certain existing subsidiaries of SHV. As of the Legal Merger entering into effect, Nutreco ceases to exist and the entire business of the former Nutreco will become part of the assets and liabilities of SHV Nutreco Sub, including the rights and obligations pursuant to the Merger Agreement. SHV Nutreco Sub will be bound by the non-financial covenants described in Section 6.15 (Non-financial covenants) and the arrangements regarding the composition of the Supervisory Board and the Executive Board as described in Sections 6.16 (Composition of the Supervisory Board following Settlement) and 6.17 (Composition of the Executive Board following Settlement). Nutreco will be delisted from Euronext Amsterdam because it no longer exists and its shares will be cancelled by operation of law. The structure chart below highlights the structure of the Legal Merger (assuming that the Legal Merger is a triangular legal merger with the Shareholders receiving shares in SHV Nutreco). 39

(v) If trades in the Shares would be made on Euronext Amsterdam in the two (2) Business Days preceding the effective date of the Legal Merger, those trades would remain unsettled because the Shares cease to exist, as a result of the Legal Merger entering into effect prior to the settlement of the trades. Therefore, there is a possibility to suspend the trading of the Shares for two (2) Business Days prior to the effective date of the Legal Merger. The suspension of trading in the Shares is not obligatory. However, if the trading is not suspended, any trades in the Shares executed in the two (2) Business Days period cannot be settled by delivery of the relevant Shares. Consequently, the relevant clearing and settlement institution may settle such trades in cash and impose a penalty for the failure to deliver the relevant Shares. (vi) If following the Legal Merger the minority shareholders hold less than 5% (five per cent) of the issued and outstanding shares in (relevant Affiliate of) SHV Nutreco, the majority shareholder in such (relevant Affiliate of) SHV Nutreco intends to commence a compulsory acquisition procedure (uitkoopprocedure) in accordance with Article 2:201a of the Dutch Civil Code to acquire the shares held by the minority shareholders. The Post-Closing Asset Transaction and Liquidation The second most likely Post-Closing Restructuring Measure is a sale by Nutreco of its entire business (consisting of all assets and liabilities of Nutreco) to a (direct or indirect) subsidiary of the Offeror, followed by the liquidation of Nutreco (the Post-Closing Asset Transaction and Liquidation). It is envisaged that the Post-Closing Asset Transaction and Liquidation will consist, in summary, of the following steps: (vii) Incorporation of SHV Nutreco B.V. (SHV Nutreco) by the Offeror, and SHV Nutreco Sub B.V. (SHV Nutreco Sub) by SHV Nutreco. The Offeror will hold all issued and outstanding shares in the share capital of SHV Nutreco. SHV Nutreco will hold all issued and outstanding shares in the share capital of SHV Nutreco Sub. In addition to all shares in the capital of SHV Nutreco Sub, SHV Nutreco will own the shares in Nutreco. SHV Nutreco Sub shall not have any operational or other activities, assets or liabilities, other than its paid-up capital at incorporation. The diagram below shows a structure chart. 40

(viii) (ix) After Settlement, the Executive Board and the Supervisory Board in its new composition adopt a proposal to execute a sale by Nutreco of its entire business to SHV Nutreco Sub (the Asset Transaction), which resolution of the Supervisory Board requires the affirmative vote of the two (2) Independent Supervisory Board Members. When considering whether to vote in favour of such resolution, the Independent Supervisory Board Members shall give due consideration to the reasonable interests of the minority shareholders. Convening the extraordinary general meeting of shareholders of Nutreco to resolve on the Asset Transaction is subject to a notice period of forty two (42) days. The resolution on the Asset Transaction requires a simple majority in the general meeting 50% (fifty per cent) of the votes plus one vote of the votes cast). At the extraordinary general meeting of shareholders of Nutreco, the percentage of Shares held by SHV Nutreco will exceed the simple majority threshold. Nutreco and SHV Nutreco Sub sign and execute an asset purchase agreement in relation to the Asset Transaction (the Asset Purchase Agreement). The consideration payable to Nutreco for the purchase of all its business will be an amount equal to the product of (A) the Offer Price multiplied by (B) the number of Shares issued and outstanding immediately prior to completion of the Asset Transaction, without interest and subject to withholding taxes and other taxes (the Consideration). A portion of the Consideration equal to the product of (A) the Offer Price multiplied by (B) the total number of Shares held by SHV Nutreco and its Affiliates immediately prior to completion of the Asset Transaction shall be paid by means of a profit participating loan note (the Loan Note). The remainder of the Consideration will be paid in cash (the Cash Consideration). The Asset Purchase Agreement will contain no representations, warranties or indemnities by Nutreco in favour of SHV Nutreco Sub, other than with respect to title, authority and capacity. The non-financial covenants described in Section 6.15 (Non-financial covenants) and the arrangements regarding the composition of the Supervisory Board and the Executive Board as described in Sections 6.16 (Composition of the Supervisory Board following Settlement) and 6.17 (Composition of the Executive Board following Settlement) will become part of the Asset Purchase Agreement, and consequently SHV Nutreco Sub will be bound by such covenants and arrangements. The structure chart below demonstrates the Asset Transaction. 41

(x) (xi) In the extraordinary general meeting of shareholders of Nutreco referred to in Section 6.13(c)(viii), the general meeting will also resolve on the dissolution (ontbinding) and liquidation (vereffening) of Nutreco in accordance with Article 2:19 of the Dutch Civil Code and the Nutreco Articles of Association (the Liquidation) and the appointment of the liquidator (vereffenaar) of Nutreco in accordance with Article 2:19 of the Dutch Civil Code and the Nutreco Articles of Association (the Liquidator), both subject to the adoption of the resolution on the Asset Transaction. The resolution on the Liquidation requires a simple majority in the general meeting 50% (fifty per cent) of the votes plus one vote of the votes cast). At the extraordinary general meeting of shareholders of Nutreco, the percentage of Shares held by SHV Nutreco will exceed the simple majority threshold. SHV Nutreco shall ensure that the Liquidator will agree to, as soon as practically possible after the Liquidation becomes effective, arrange for one or more advance liquidation distributions to the Shareholders, whereby the initial advance liquidation distribution is intended to take place on or about the date of completion of the Asset Transaction. The payment per Share will be equal to the Offer Price, without any interest and subject to withholding and other taxes. Any costs and expenses incurred by Nutreco in connection with the Post-Closing Asset Transaction and Liquidation will be borne by SHV Nutreco. The Cash Consideration will be used to fund the payment in cash of the advance liquidation distribution to each Shareholder other than SHV Nutreco, in connection with the Liquidation. SHV Nutreco will receive its part of the consideration in the form of the Loan Note. (xii) The distribution by Nutreco of the advance liquidation distribution and, if applicable, the final distribution, to the Shareholders in respect of the Shares held by them under the Liquidation will generally be subject to 15% (fifteen per cent) Dutch dividend withholding tax to the extent such distributions in respect of each of the Shares exceeds the average paid-in capital (as recognised for Dutch dividend withholding tax purposes) of such Shares. The Dutch (personal and corporate) 42

income tax consequences of the Liquidation are in principle the same as the Dutch (personal and corporate) income tax consequences of the Offer. (xiii) (xiv) Although it is intended that the Liquidator will make one single advance liquidation payment of an amount equal to the Offer Price per Share held by a Shareholder, the Liquidator may delay all or part of the payment as a result of material unforeseen circumstances. Once the final distribution, if any, has occurred, Nutreco will be effectively liquidated and will cease to exist by operation of law. (xv) If trades in the Shares would be made on Euronext Amsterdam in the two (2) Business Days preceding the last day of the liquidation of Nutreco, those trades would remain unsettled, because on such day Nutreco and the Shares cease to exist, prior to the settlement of such trades. In order to avoid unsettled trades, trading of the Shares may be suspended (during the final two (2) Business Days) prior to the liquidation of Nutreco becoming effective. However, the suspension of trading in the Shares is not obligatory. If the trading is not suspended, (i) any trades in the Shares executed during the final two (2) Business Days cannot be settled by delivery of the relevant Shares, and (ii) the relevant clearing and settlement institution may settle such trades in cash and impose a penalty for the failure to deliver the relevant Shares. 6.14 Due consideration of interests of minority Shareholders after Settlement Details of specific provisions ensuring due consideration of the interests of minority shareholders after Settlement are set out in Sections 6.13(b) (Alternative Post-Closing Restructuring) (last paragraph), 6.15(e) (Holding costs), 6.15(f) (Minority shareholders), 6.15(d)(i)-6.15(d)(vii) (Financing of Nutreco), 6.15(h) (Deviation), 6.15(j) (Duration) and 6.16 (Composition of the Supervisory Board following Settlement). 6.15 Non-financial covenants (a) (i) (ii) (b) (i) Business Strategy The Offeror supports Nutreco s business strategy of driving sustainable growth, seeking to increase profitability through innovative and sustainable nutritional solutions, while leveraging its position and capabilities to seize global opportunities in agriculture and aquaculture, with operational excellence in mature markets and growth in the geographies Latin America, Russia, Asia and Africa, as (i) set out in the 2013 annual report of Nutreco, (ii) discussed with SHV up to 19 October 2014, and (iii) further disclosed during the Due Diligence Investigation (the Business Strategy). The Offeror supports the capital expenditures to the extent they are in line with the normalised average capital expenditures of the last three (3) financial years, excluding oneoffs and special projects, which annual average is approximately EUR 100,000,000 (one hundred million euro). M&A The Offeror acknowledges that the Business Strategy is likely to require Nutreco to pursue add-on acquisitions for the Nutreco Group. 43

(ii) (c) (i) (ii) (iii) (iv) (v) (d) (i) (ii) (iii) The Offeror will support Nutreco in pursuing these add-on acquisitions and, in principle, intends to make additional financing from the Offeror available to Nutreco in order to finance such add-on acquisitions, subject to Nutreco s applicable approval policies and (financial) parameters as applicable from time to time. Structure and governance Nutreco or its legal successor, together with their respective subsidiaries, will have their own operating and reporting structure within SHV s group of activities. The management of Nutreco or its legal successor remains responsible for managing the Nutreco Group and its businesses, subject to Nutreco s applicable rules and regulations, and will report directly to the executive board of directors of SHV, for the avoidance of doubt, without affecting the reporting line of the Executive Board to the Supervisory Board. Nutreco s headquarters, place of establishment, central management and its key support functions from time to time will remain in The Netherlands. Nutreco shall be allowed to maintain its corporate identity, values and culture. The Offeror shall not break up the Nutreco Group or its business units. The Offeror shall respect the arrangements of Section 6.16 (Composition of the Supervisory Board following Settlement) and Section 6.13 (Post-Closing Restructuring) paragraphs (a) and (b). Financing of Nutreco The Offeror is aware of the financing arrangements of Nutreco, including (A) the EUR 500,000,000 Revolving Credit Facility dated 19 May 2009 (as amended and restated on 26 May 2010 as further amended and restated on 4 September 2012 and on 4 December 2013), (B) the USD 78,000,000 3.23% Series A Senior Notes due July 11, 2017, (C) the USD 45,000,000 3.64% Series B Senior Notes due July 11, 2019, (D) the USD 95,000,000 4.22% Series C Senior Noted dues July 11, 2022, (E) the EUR 25,000,000 3.13% Series D Senior Notes due July 11, 2019 as per Note Purchase Agreement, dated as of July 11, 2012, (F) the USD 37,250,000 7.87% Series B Senior Notes due April 8, 2016, and (G) the USD 58,500,000 8.22% Series C Senior Notes due April 8, 2019 as per Note Purchase Agreement dated as of April 8, 2009 (as amended per July 10, 2012) (the Facility Agreements), and acknowledges that each of the Facility Agreements provides that Nutreco may be required to make a mandatory prepayment of the facilities in the event of a change of control in respect of Nutreco. Upon first request of Nutreco, the Offeror shall cooperate with Nutreco in obtaining a waiver under the Facility Agreements in respect of those provisions of the Facility Agreements which require mandatory prepayment of the facilities in the event of a change of control in respect of Nutreco. If the waiver referred to in Section 6.15(d)(ii) will only be granted subject to conditions to the effect that the margin applicable to the facilities is increased and/or other terms and conditions of the Facility Agreements are revised, and/or higher fees need to be paid in relation to the granting of the waiver or otherwise under the Facility Agreements, the Offeror shall reimburse Nutreco for such costs (including without limitation any costs incurred in relation to the implementation of such amendments throughout the duration of the Facility Agreements as in force from time to time), but only to the extent and for such amount that exceeds the current costs of the Facility Agreements. 44

(iv) (v) (vi) (vii) (viii) (e) If the facilities provided under the Facility Agreements will become due and payable as a result of a change of control in respect of Nutreco, the Offeror shall support Nutreco in arranging full refinancing of all of the facilities extended or committed to Nutreco under the Facility Agreements, subject to the following terms and conditions (the Refinancing): the Refinancing shall be on the same or more attractive terms and conditions as the Facility Agreements, including without limitation in respect of type of facility, interest rate, fees (whether legal or otherwise), financial and other covenants, representation and warranties, conditions precedent and events of default. If Nutreco is not able to arrange a full Refinancing from a financial institution in accordance with Section 6.15(d)(iv), the Offeror will itself act as lender under (the whole or part of) the Refinancing either in the form of a bridge financing) or otherwise, provided that Section 6.15(d)(iv) shall apply mutatis mutandis in respect thereof and in respect of a refinancing of the bridge financing. If necessary to fulfil an obligation under this Sections 6.15(d)(ii) through 6.15(d)(vii), the Offeror shall (amongst others) guarantee the obligations of Nutreco under the Facility Agreements or the Refinancing, as the case may be (in each case if and to the extent required by the party or parties to the Facility Agreements or those extending or committing to the Refinancing, as the case may be). Sections 6.15(d)(ii) through 6.15(d)(vii) shall continue to apply for as long as the Offeror does not own at least 95% (ninety-five per cent) of the Shares. Whether before or after any Refinancing, the Offeror shall procure that the Nutreco Group shall remain prudently financed to safeguard the continuity of the business and to continue the Business Strategy. Holding costs Neither SHV nor any of its group companies shall charge Nutreco any management fees or holding costs of any kind and Nutreco shall not pay SHV or any of its group companies any such management fees or holding costs in excess of EUR 10 million (ten million euro) per year, provided that no such fees or costs shall be charged for as long as the Offeror holds less than 95% (ninety-five per cent) of the Shares. (f) Minority shareholders The Offeror shall procure that no member of the Nutreco Group shall take any of the following actions: (i) issue additional shares for a cash consideration to any person (other than members of the Nutreco Group) without offering pre-emption rights to minority shareholders; (ii) agree to and enter into a related party transaction with any material shareholder which is not at arm's length; (iii) agree to enter into a transaction with any person, other than on terms which are agreed at arm's length; (iv) and take any other action which disproportionately prejudices the value of, or the rights relating to the minority's shareholding. (g) (i) Employment The Offeror shall not take any action which prejudices that: (A) the existing arrangements with the Nutreco Group's works councils and relevant trade unions shall be respected and not changed for its duration, (B) there shall be no reorganisation or restructuring plan resulting in significant job losses in the Nutreco Group as a consequence of the Offer, (C) the existing rights and benefits of the employees of the Nutreco Group shall be respected, including existing rights and benefits under their individual employment agreements, 45

collective labour agreements, social plans, and including existing rights and benefits under existing covenants made to the works councils and trade unions, and (D) pension rights of current and former employees of the Nutreco Group shall be respected. (ii) (h) The Offeror shall procure that key management of the Nutreco Group is retained as much as reasonably possible. Such key management will be offered similar incentive arrangements as currently applicable to the relevant key managers of SHV and/or market practice and be offered appropriate career progression within the Nutreco Group or in one of the businesses of SHV. Where applicable, participants in the existing long-term incentive share plans of Nutreco will be offered suitable alternative long-term incentive arrangements. Deviation Any deviations from the covenants set forth in this Section 6.13 (Non-financial covenants) will only be permitted with the prior approval of the Boards including a vote in favour of such approval by at least one (1) Independent Supervisory Board Member. (i) Transfer to third parties In the event the Offeror or any other member of the Nutreco Group sells or transfers (whether directly or indirectly, whether by a sale or transfer of shares or assets or otherwise) the Nutreco Group or substantially all of the assets of the Nutreco Group (in a single transaction or a series of related transactions) to any third party within three (3) years after the Settlement Date, the Offeror shall procure that such third party shall, prior to such sale or transfer, enter into non-financial covenants in favour of Nutreco which shall be substantially the same as the non-financial covenants of this Section 6.15 (Non-financial covenants) and shall only apply for the remainder of the term of the respective covenants pursuant to the Merger Agreement. (j) Duration The arrangements set forth in this Section 6.15 (Non-financial covenants) will expire as follows: (i) in respect of 6.15(f) (Minority shareholders): as long as Nutreco has minority shareholders; (ii) in respect of all other paragraphs of this Section 6.15 (Non-financial covenants): three (3) years after the Settlement Date. (k) Benefit and enforcement The Offeror's covenants, confirmations and obligations set forth in this Section 6.15 (Non-financial covenants) and Sections 6.13(a) (Compulsory acquisition procedure), 6.13(b) (Alternative Post- Closing Restructuring), 6.16 (Composition of the Supervisory Board following Settlement), 6.17 (Composition of the Executive Board following Settlement), and 6.21 (Extraordinary General Meeting of Shareholders of Nutreco) are made to Nutreco as well as, by way of irrevocable thirdparty undertaking for no consideration (onherroepelijk derdenbeding om niet), to each Independent Supervisory Board Member, and regardless of whether he or she is in office or dismissed, provided that after dismissal, the dismissed Independent Supervisory Board Member(s) must assign the benefit of such undertaking to a new Independent Supervisory Board Member in function, unless such dismissal is successfully challenged by such Independent Supervisory Board Member. The Offeror hereby agrees in advance to such assignment. The Offeror will bear all costs and expenses relating to the enforcement by an Independent Supervisory Board Member pursuant to this Section 6.15(k) (Benefit and enforcement). 46

6.16 Composition of the Supervisory Board following Settlement In the Merger Agreement the Offeror and Nutreco have agreed that, following Settlement, Nutreco shall deviate from the provision of the Dutch Corporate Governance Code concerning the required number of independent members of the Supervisory Board (the Independent Supervisory Board Members), as further described in this Section 6.16. It is not anticipated that there will be any further deviations from such provision of the Dutch Corporate Governance Code. If, after Settlement, any further deviations from such provision of the Dutch Corporate Governance Code are necessary or appropriate, the Offeror will agree such further deviations with the Independent Supervisory Board Members. Each of the Offeror and Nutreco shall use its reasonable best efforts to ensure that the Supervisory Board will immediately following Settlement be composed as follows: (a) (b) Mr S. R. Nanninga, Mr B.L.J.M. Beerkens, and Mr W. van der Woerd as new members of the Supervisory Board; and Mr P.S. Overmars and Mr J.A.J. Vink, qualifying as independent within the meaning of the Dutch Corporate Governance Code, will continue to serve on the Supervisory Board. The Independent Supervisory Board Members shall be the persons mentioned in paragraph (b) above. It is intended that Mr Overmars shall act as chairman of the Supervisory Board following Settlement. Subject to the terms of the Merger Agreement and applicable law, as from Settlement, the Offeror may at its discretion procure any subsequent appointments and dismissals of Supervisory Board members, provided that the Offeror ensures that: (a) (b) (c) the Supervisory Board shall not exceed five (5) members; the Supervisory Board shall include at least two (2) independent members, being the Independent Supervisory Board Members or their successors, whereby 'independent' shall have the meaning as described in the Dutch Corporate Governance Code, until (i) the moment that there are no longer any minority shareholders, or (ii) a period of three (3) years after the Settlement Date, if later; and an Independent Supervisory Board Member can only be appointed and dismissed by the general meeting of shareholders upon nomination of the Supervisory Board. The resolution of the Supervisory Board to make a nomination for the appointment of an Independent Supervisory Board Member requires in any event the vote in favour of such nomination by the Independent Supervisory Board Members, except in the event that it concerns his or her own re-appointment. As from Settlement and subject to the Offer being declared unconditional by the Offeror, the Supervisory Board members who are not the designated Independent Supervisory Board Members will resign from their positions as members of the Supervisory Board by executing a resignation letter and each such member will confirm that he or she has no claim whatsoever against Nutreco in respect of loss of office or otherwise, except with respect to compensation duly accrued under any remuneration arrangement in respect of services rendered to Nutreco during the relevant financial year. In their position as members of the Supervisory Board, the Independent Supervisory Board Members shall monitor and protect the interests of Nutreco and all its stakeholders, including in particular, monitoring compliance with the non-financial covenants set out in Section 6.15 (Non-financial 47

covenants) and, when transactions between Nutreco and a subsidiary of the Offeror are considered, including the fair treatment of the minority shareholders of Nutreco (if any). Nutreco shall use its best efforts to facilitate that a designee of the Offeror shall be appointed as member of the supervisory board of Nutreco Nederland B.V. after Settlement. 6.17 Composition of the Executive Board following Settlement The Offeror and Nutreco have agreed that the current members of the Executive Board shall continue to serve as the only members of the Executive Board immediately following Settlement, subject to mandatory law. 6.18 Compensation payments to members of the Boards in connection with termination/resignation The members of the Supervisory Board who shall resign as per the Settlement Date, as described in Section 6.16 (Composition of the Supervisory Board following Settlement), do not receive any payments in connection with their resignation. As described in Section 6.16 (Composition of the Supervisory Board following Settlement), the members of the Executive Board shall not resign, and their employment agreements shall continue. Accordingly, they do not receive any severance payments. 6.19 Completion bonus to members of the Executive Board Each member of the Executive Board shall receive a completion bonus of six (6) months fixed base salary in connection with Settlement. 6.20 Notification of the Social Economic Council The secretariat of the Social Economic Council (Sociaal Economische Raad) has been informed in writing of the Offer in accordance with the SER Fusiegedragsregels 2000. 6.21 Extraordinary General Meeting of Shareholders of Nutreco In accordance with Article 18, paragraph 1 of the Decree, Nutreco shall convene an extraordinary general meeting of shareholders (the EGM) to discuss the Offer. The EGM shall be held at 14.30 hours, CET, on 9 February 2015. At the EGM the Shareholders shall be requested to vote, subject to Settlement and effective as per the Settlement Date, on the following resolutions: (a) (b) (c) amendment of the Nutreco Articles of Association in accordance with the draft of the amended articles of association included in Section 17 (Proposed New Nutreco Articles of Association Post-Settlement); appointment of Mr S. R. Nanninga, Mr B.L.J.M. Beerkens, and Mr W. van der Woerd as new members of the Supervisory Board; and accepting the resignation of, and giving full discharge to the resigning members of the Supervisory Board with respect to their duties and obligations performed and incurred in their respective capacity as member of the Supervisory Board until the EGM. Nutreco expects to make its full year results 2014 available to the Shareholders on its website on 5 February 2015 before market trading commences on Euronext Amsterdam. 48

6.22 Certain arrangements between the Offeror and Nutreco (a) Commitment of Nutreco regarding Potential Competing Offer Following receipt of a credible, written and unsolicited Alternative Proposal from a bona fide third party, that in the reasonable opinion of the Boards, having consulted their financial and legal advisors, is likely to qualify as or evolve in a Competing Offer as described in Section 6.22(b) (Competing Offer) (a Potential Competing Offer), Nutreco may: (i) (ii) (iii) (iv) provide confidential information to such third party; engage in discussions or negotiations regarding such Potential Competing Offer; consider such Potential Competing Offer; and make public announcements in relation to a Potential Competing Offer to the extent required under the Applicable Rules, for a period of no longer than fifteen (15) Business Days following the receipt of a Potential Competing Offer (the Potential Competing Offer Period), provided that Nutreco shall continue to cooperate with the Offeror in accordance with the terms of the Merger Agreement. In the event that Nutreco or any of its directors, officers, agents, representatives and advisors receives a Potential Competing Offer, Nutreco will notify the Offeror promptly (and in any event within forty-eight (48) hours from receipt) thereof in writing, it being understood that as a minimum Nutreco shall promptly inform the Offeror in writing of the date on which Nutreco received the Potential Competing Offer. Before the end of the Potential Competing Offer Period, Nutreco must either give written notice to the Offeror that: (i) by then that Potential Competing Offer has evolved or led to a Competing Offer, in which case Nutreco shall immediately initiate the steps set out in Section 6.22(b) (Competing Offer), or (ii) that Potential Competing Offer did not evolve or lead to a Competing Offer, in which case Nutreco must immediately confirm to the Offeror that it continues to support the Offer, that each of the Executive Board and the Supervisory Board will continue to support and recommend the Offer as contemplated in the Merger Agreement, that it has discontinued considering such Potential Competing Offer and that it has terminated any discussions and negotiations regarding that Potential Competing Offer and any Alternative Proposal from such third party, it being understood that these confirmations by Nutreco shall be made public if the relevant Potential Competing Offer or Alternative Proposal has also been communicated in public. Before engaging in discussions or negotiations with a third party regarding a Potential Competing Offer or disclosing confidential information to a third party Nutreco shall first obtain confidentiality undertakings and non-trading undertakings in respect of the Shares from such third party. (b) Competing Offer A Competing Offer is a credible, written, and unsolicited proposal by a bona fide third party to make a (public) offer for all of the Shares or for substantially all of Nutreco s business or a merger of Nutreco with a party or another proposal made by a bona fide third party that would involve a change of control of Nutreco or substantially all of Nutreco s business, which is in the reasonable opinion of the Boards, after having considered advice of Nutreco s financial and legal advisors, taking into account the identity and track record of the Offeror and that of such third party, certainty of execution (including certainty of financing and compliance with all anti-trust and other regulatory laws), conditionality, the level and nature of the consideration, the future plans of such third party 49

with respect to Nutreco and Nutreco s strategy, management, employees and other stakeholders and the other interest of all stakeholders of Nutreco, a more beneficial offer than the Offer, and: (i) (ii) (iii) (c) exceeds the Offer Price (excluding, for the avoidance of doubt, any increases pursuant to any Matching Revised Offers) by 8% (eight per cent) and to the extent that the Competing Offer is an offer for all or substantially all of the assets of the Nutreco Group, the calculation shall be made on the basis of the net proceeds to be distributed to the shareholders of Nutreco resulting from such a transaction (to be valued as at 20 October 2014) calculated on a per Share basis; includes commitments by such a bona fide third party, which are substantially the same, or better from the perspective of Nutreco, as those in Section 6.15 (Non-financial covenants); and is binding on the third party in the sense that such third party has (A) conditionally committed itself to Nutreco to launch a transaction which is consistent with that Competing Offer within eight (8) weeks subsequent to the public announcement mentioned under (B) below, or (B) has publicly announced its intention to launch a transaction which is consistent with that Competing Offer, which announcement includes the proposed price per Share and the relevant conditions precedent in relation to such offer and the commencement thereof. Matching Revised Offer If a third party communicates to Nutreco or publicly announces its intention to make a Competing Offer, the following shall apply: (i) (ii) (iii) (iv) Nutreco shall notify the Offeror in writing of such event promptly upon the Boards determining that the relevant Competing Offer is a Competing Offer (and in any event within forty-eight (48) hours of such announcement or receipt of such Competing Offer) and shall provide reasonable details on the Competing Offer, insofar as Nutreco is aware of such details, to the Offeror, it being understood that as a minimum Nutreco shall promptly notify the Offeror in writing of its knowledge of the identity of such third party and its advisors, the proposed consideration, the conditions to (making) the Competing Offer and other key terms of such Competing Offer, so as to enable the Offeror to consider its positions and assess the consequences of such Competing Offer on the Offer (the Competing Offer Notice); the Offeror has the right to submit in writing to the Boards a revision of its Offer and to match the Competing Offer within a period of five (5) Business Days following the date on which the Offeror has received the Competing Offer Notice (the Matching Right); if the Offeror exercises its Matching Right and, on balance, the terms and conditions of such matching revised offer are, in the reasonable opinion of the Boards, within five (5) Business Days after receipt of the revised offer in accordance with Section 6.22(c)(ii), having consulted their financial and legal advisors and acting in good faith and observing their obligations under Dutch law, at least equal to those of the Competing Offer, such offer shall qualify as a Matching Revised Offer and Nutreco shall not be entitled to accept the Competing Offer and/or terminate the Merger Agreement, except if permitted by this Section 6.22 (Certain arrangements between the Offeror and Nutreco) in respect of any consecutive Competing Offer; and if the Offeror has failed to timely inform Nutreco in accordance with Section 6.22(c)(ii), if the Offeror has not made a Matching Revised Offer, or if the Offeror has informed Nutreco that it does not wish to exercise its Matching Right, Nutreco shall be entitled to (conditionally) agree to the Competing Offer. If Nutreco (conditionally) agrees to the 50

Competing Offer, which shall be communicated to the Offeror within five (5) Business Days from the last day of the aforementioned period of five (5) Business Days, each of the Offeror and Nutreco has the right to terminate the Merger Agreement with immediate effect in accordance with Section 6.22(e) (Termination). This Section 6.22(c) will apply mutatis mutandis to any consecutive Competing Offer. (d) No Cost Compensation Nutreco has agreed that it will in no event enter into any break fee arrangement, incentive fee, cost compensation or any similar arrangement with any third party in connection with an Alternative Proposal, a Potential Competing Offer or a Competing Offer, which arrangement is proportionately (taking into account that third party's offered price per Share compared to the original consideration as announced in the Initial Announcement) more favourable to any such third party than any such arrangement granted to the Offeror. (e) Termination The Merger Agreement terminates immediately: (i) (ii) by the Offeror s and Nutreco s mutual written consent; by written notice given by either the Offeror or Nutreco (the Terminating Party) to the other party if any of the Offer Conditions for the benefit of the Terminating Party has not been satisfied or waived by the Terminating Party on the Closing Date or the postponed Closing Date or if it is apparent that such Offer Conditions cannot be satisfied and will not be waived by the Terminating Party before such date (provided that the right to terminate the Merger Agreement pursuant to this Section 6.22(e)(ii) is not available to the party whose failure to fulfil any obligation under the Merger Agreement has been the cause of or resulted in the failure of the Offer to be declared unconditional (gestand gedaan) on or before such date); (iii) by written notice given by the Terminating Party to the other party pursuant to Section 6.22 (c)(iv); or (iv) (f) by written notice given by the Terminating Party to the other party in the event of a breach of the Merger Agreement by the other party (the Defaulting Party) which breach has or is expected to have a material adverse effect on the Offer or Nutreco (a Material Breach), provided that such Material Breach (i) has not been waived by the non-defaulting party, or (ii) has not been remedied by the Defaulting Party within ten (10) Business Days after the Defaulting Party has obtained actual knowledge of such Material Breach. Compensation of costs for the Offeror If the Merger Agreement is terminated pursuant to Section 6.22(e)(iii), (i) Nutreco shall pay the Offeror within two (2) Business Days after the date of the written termination notice an amount of EUR 25,000,000 (twenty-five million euro) net by way of compensation for loss of management time, opportunity costs and other costs and expenses the Offeror has already incurred and will continue to incur in connection with the (preparation of the) Offer and to induce the Offeror to enter into the Merger Agreement, and (ii) the Offeror shall not have any other claim against Nutreco under the Merger Agreement. These compensation of costs arrangements have been agreed by SHV and Nutreco in the Merger Agreement as part of a broader negotiation that led to SHV making the Offer. 51

7. INFORMATION ON NUTRECO 7.1 Introduction Nutreco is a global leader in animal nutrition and fish feed. Nutreco, headquartered in The Netherlands, employs approximately ten thousand people in more than thirty countries with sales in over eighty countries. Nutreco reported annual revenues of EUR 5.2 billion in the fiscal year 2013. Nutreco is listed on Euronext Amsterdam and is included in the Amsterdam Mid Cap Index. 7.2 History of Nutreco Nutreco has its roots in family-owned businesses that have been operating for a very long time including Skretting (founded 1899) and Trouw Nutrition (founded 1931). In the mid-1970s, various agri, food, and consumer goods companies were joined to form BP Nutrition. In 1994 Nutreco was formed as the result of a private equity backed management buy-out of several BP Nutrition businesses active in animal nutrition, fish farming, fish feed and meat processing. Nutreco's operating companies retained their own distinct identities. Given their strong links with local markets, it was essential to achieve synergy gains in areas such as purchasing, logistics and research. Nutreco's direction would be guided by integrity, social responsibility, customer awareness, innovation and - last but by no means least - profitability. These features were encapsulated in the company name Nutreco, which stands for Nutrition, Ecology and Economy. In June 1997, Nutreco became listed on Euronext Amsterdam. Nutreco's initial strategy was "Closer to the consumer", which focused on strengthening its downstream position in processed and pre-packed meat and fish. In 2005, Nutreco started a strategic transformation process called "Rebalancing for growth" and changed from an integrated company active in feed, farming and meat processing to a focused animal nutrition and fish feed company. Nutreco expanded its presence in North-America through the acquisition of Landmark and Shur- Gain. Nutreco's current strategy, "Driving sustainable growth", has led to an increased focus on businesses in the premix, feed specialties and fish feed sectors and growth geographies of Latin America, Russia, Asia and Africa. In pursuit of the current strategy, Nutreco has expanded its global footprint and entered markets such as Brazil, China, Ecuador, Egypt, Nigeria, Russia, Ukraine and Vietnam while retaining its strong position in its mature markets. Nutreco's position in the food value chain between raw material suppliers and farmers causes it to play an increasingly important role in helping farmers supply growing demand by turning basic raw materials into the best feed for the optimal performance of animals. 52

7.3 Business overview Nutreco's activities can be divided into three segments: Animal Nutrition, Fish Feed and Compound Feed & Meat Iberia. Nutreco's Animal Nutrition segment produces and sells premixes, farm minerals, concentrates, young animal feeds, animal health products and feed additives. These products enhance and preserve the nutritional value of feed raw materials, support farm animals through transition periods and help to reduce the impact of stress and outbreaks of disease. Premix and feed specialities are mainly sold under the Trouw Nutrition brand. Customers include feed compounders, integrators, distributors, homemixers and livestock farmers. Nutreco s Fish Feed segment produces and delivers fish and shrimp feed through its business entity Skretting. Skretting has operations on five continents producing feed in sixteen countries with sales in over forty countries. Skretting produces and delivers high-quality sustainable feed from hatching to harvest for more than sixty species of farmed fish and shrimp. All grower feeds are formulated with the underlying drive to deliver excellent quality fish produced at competitive prices. Customers include fish and shrimp farmers. Nutreco's Compound Feed & Meat Iberia segment is operational through its Spanish and Portuguese businesses Sada, Nanta and Inga Food. Sada is Spain's market leader in poultry meat products. It has processing facilities throughout Spain with a total annual production of about one hundred thirty five million broilers. Nanta delivers a broad range of high-quality products and feed solutions primarily for poultry, pigs and ruminants, but also for horses and rabbits. Inga Food operates pig farming and trading activities in Spain. 7.4 Group structure (a) Organisational structure Nutreco is divided into six business units: the Americas, Asia, EMEA (Europe, Middle East and Africa) and Compound Feed & Meat Iberia as regional business units, and Global Salmon & Fish Feed Southern Europe and Feed Additives as global business units. An overview of the Nutreco's business units is provided below. Nutreco BU Americas AN FF AN BU Asia FF BU EMEA AN FF BU Compound Feed & Meat Iberia BU Feed Additives AN FF BU Global Salmon & Fish Feed Southern Europe FF Regional Global Note: "AN" and "FF" refer to Animal Nutrition and Fish Feed segments 53

(b) Legal structure The following list provides an overview of the participations of Nutreco. All participations are consolidated by Nutreco, unless marked with an asterisk (*). Name of subsidiary Country of incorporation Share in capital Animal Nutrition Nutreco Belgium N.V. Belgium 100% Bellman Nutriçao Animal Ltda Brazil 100% BRNova Sistemas Nutricionais S.A. Brazil 100% Fatec Indústria de Nutrição e Saúde Brazil 100% Animal Ltda. Log Bell Logística Integrada Ltda Brazil 100% Nutreco Brasil Nutriçao Animal Brazil 100% Ltda 138324 Canada Ltée Canada 100% 2542-1462 Quebec Inc. Canada 100% 2969-1821 Quebec Inc. Canada 100% 6804373 Canada Inc. Canada 100% Agriplacement J2M Inc. Canada 100% Couvoir Scott Ltée Canada 50%* Ferme Baril de St.-Félix Inc. Canada 100% Ferme Berthier Inc. Canada 100% Ferme Gaston Inc. Canada 100% Ferme Léo Henault Inc. Canada 100% Gène-Alliance Inc. Canada 40%* Isoporc Inc. Canada 17%* Lactech Inc. Canada 50%* Lactech L.P. Canada 32.95%* Les Produits Agricoles Norelco Inc. Canada 100% Newtech Feed Inc. Canada 54.95% Newtech Feed L.P. Canada 54.95% Nieuwland Feed & Supply Limited Canada 40%* Poirier Berard Ltée Canada 100% Shur-Gain Holding Inc. Canada 100% Willie Dorais Inc. Canada 100% Yantzi s Feed & Seed Ltd. Canada 40%* Trouw Nutrition Biofaktory, s.r.o. Czech Republic 100% Skretting Egypt for Animal Nutrition Egypt 100% (Skretting Egypt) S.A.E. Sloten GmbH Germany 100% Trouw Nutrition Deutschland GmbH Germany 100% Trouw Nutrition Hellas S.A. Greece 100% Trouw Nutrition Export S.A. Guatemala 100% Trouw Nutrition Guatemala S.A. Guatemala 100% Trouw Nutrition Környe Kft. Hungary 100% Hifeed India Pvt. Ltd. India 100% Trouw Nutrition India Pvt. Ltd. India 100% PT Trouw Nutrition Indonesia Indonesia 100% Nutreco Italy S.p.A. Italy 100% Nutreco México S.A. de C.V. Mexico 100% Trouw Nutrition México S.A. de C.V. Netherlands 100% 54

Name of subsidiary Country of incorporation Share in capital DutchFeed Holding B.V. Netherlands 33.33%* Hifeed Russia B.V. Netherlands 100% Nutreco Procurement B.V. Netherlands 100% Selko B.V. Netherlands 100% Sloten B.V. Netherlands 100% Trouw Nutrition Hifeed B.V. Netherlands 100% Trouw Nutrition International B.V. Netherlands 100% Trouw Nutrition Nederland B.V. Netherlands 100% Trouw Nutrition Russia B.V. Netherlands 100% Trademan Latinoamerica S.A. Paraguay 100% Trouw Nutrition Polska Sp. Z o.o. Poland 100% Beijing Dejia Honesty Livestock People s Republic of China 20%* Import & Export Co. Ltd. Taigao Nutrition Technology People s Republic of China 100% (Beijing) Co. Ltd. Taigao Nutrition Technology People s Republic of China 100% (Hunan) Co. Ltd. Trouw Nutrition Technology People s Republic of China 100% (Beijing) Co. Ltd. Hifeed Romania Srl Romania 100% (in liquidation) Techkorm LLC Russian Federation 100% Trouw Nutrition C.I.S. Russian Federation 100% (in liquidation) Trouw Nutrition Voronezh LLC Russian Federation 100% Trouw Nutrition Slovakia, s.r.o. Slovak Republic 100% Trouwfarma S.A. Spain 100% Trouw Nutrition España S.A Spain 100% Trouw Nutrition Turkey Turkey 100% Trouw Nutrition UKR LLC Ukraine 100% Frank Wright Ltd. United Kingdom 100% Nanta de Venezuela C.A. Venezuela 50%* Fish Feed Gibson s Ltd. Australia 100% Tassal Ltd. Australia 11.27%* (in liquidation) Skretting Canada Inc. Canada 100% Comercializadora Nutreco Chile Chile 100% Ltda. Portuaria Pargua Ltda. Chile 100% Gisis S.A. Ecuador 75% Trouw France S.A.S. France 100% Aquafeed, S.A. de C.V. Honduras 60%* Productos Mixtos, S.A. de C.V. Honduras 75% Trouw Aquaculture Limited Ireland 100% SC Italia S.p.A. Italy 100% Skretting Italia S.p.A. Italy 100% Skretting Co. Ltd. Japan 100% Skretting Nigeria Ltd. Nigeria 100% Centre for Aquaculture Competence Norway 33%* A/S Gastronomisk Institutt A/S Norway 1%* Norwegian Cargosurvey A/S Norway 12%* 55

Name of subsidiary Country of incorporation Share in capital Skretting Aquaculture Research Norway 100% Centre A/S Skretting A/S Norway 100% Skretting Eiendom A/S Norway 100% Skretting Investment A/S Norway 100% Skretting Russia A/S Stavanger Norway 100% Skretting Nigeria Holding B.V. Netherlands 100% Skretting China Co. Ltd. People s Republic of 100% China Zhuhai Shihai Aqua Seed Co., Ltd. People s Republic of China 100% Zhuhai Shihai Feed Co., Ltd. People s Republic of China 100% Skretting España S.A. Spain 100% T. Skretting AB Sweden Sweden 100% Skretting Yem Uretim Anonim Turkey 100% Sirketi Trouw (UK) Limited United Kingdom 100% Moore-Clark USA Inc. United States 100% Nelson and Sons, Inc. United States 100% ENS LLC Partnership United States 33%* Nutreco International (Vietnam) Co. Ltd. Vietnam 100% Compound Feed & Meat Iberia Agrovic Alimentación, S.A. Spain 100% Alimentação Animal Nanta, S.A. Spain 100% Alimentación Animal Nanta, S.L. Spain 100% Aragonesa de Piensos, S.A. Spain 23.98%* Grupo Sada p.a. S.A. Spain 100% Inga Food S.A. Spain 100% Nanta S.A. Spain 100% Piensos Nanfor S.A. Spain 50% Piensos Nanpro S.A. Spain 50% Sada p.a. Andalucia, S.A. Spain 100% Sada p.a. Canarias S.A. Spain 100% Sada p.a. Castilla-Galicia, S.A. Spain 100% Sada p.a. Catalunya S.A. Spain 100% Sada p.a. Producciones Ganaderas Spain 100% S.A. Sada p.a. Tenerife S.A. Spain 100% Sada p.a. Valencia, S.A. Spain 100% Sada Portugal, Lda Spain 100% Sociedad Comercializadora de Aves, S.L. Spain 34.96%* Corporate Hendrix N.V. Belgium 100% Nutreco Feed Belgium N.V. Belgium 100% Nutreco Capital N.V. Belgium 100% Nutreco Canada Inc. Canada 100% Inversiones Nutreco Limitada Chile 100% Nutreco Chile Participations SpA Chile 100% Nutreco Insurance N.V. Curaçao 100% 56

Name of subsidiary Country of incorporation Share in capital Nutreco France S.A.S. France 100% Nutreco Deutschland GmbH Germany 100% Nutreco Asia Co. Ltd. Hong Kong 100% Nutreco Africa B.V. Netherlands 100% Nutreco Asia Support B.V. Netherlands 100% Nutreco Assurantie N.V. Netherlands 100% Nutreco Brasil B.V. Netherlands 100% Nutreco Chile Holding B.V. Netherlands 100% Nutreco International B.V. Netherlands 100% Nutreco Investments B.V. Netherlands 100% Nutreco Nederland B.V. Netherlands 100% Nutreco North America B.V. Netherlands 100% Nutritional Ingredients B.V. Netherlands 100% Trouw International B.V. Netherlands 100% Nutreco Portugal SGPS Limitada Portugal 100% Comore Directorship S.L. Spain 100% Nutreco España S.A. Spain 100% Nutreco Servicios S.A. Spain 100% Nutreco Limited United Kingdom 100% Trouw (UK) Pension Trust Limited United Kingdom 100% Anchor USA Inc. United States 100% Nutreco USA Inc United States 100% 7.5 Strategy and objectives Nutreco's mission is "Feeding the Future". Nutreco believes that in a world with limited natural resources and a growing population, there is a rising demand for high quality meat, fish and shrimp. With its strategy "Driving sustainable growth", Nutreco seeks to increase profitability through innovative and sustainable nutritional solutions, while leveraging its position and capabilities to seize global opportunities in agriculture and fish feed. The strategy includes targets to meet Nutreco's objectives in the following focus areas: (i) a higher value-added portfolio of nutritional solutions, (ii) premix, feed specialties and fish feed, (iii) the growth geographies Latin America, Russia, Asia and Africa, and (iv) sustainability. 7.6 Trends / recent developments The most important trends in Nutreco s markets include, but are not limited to, the following: (a) Focus on emerging markets In general, the Food and Agriculture Organisation of the UN (FAO) predicts that food production will have to increase by 70% (seventy per cent) to meet the surging demand of the world s needs in 2050. The most important long-term trends driving this increase and influencing the feed market include: Population growth: The world s population is expected to exceed nine billion by 2050 compared to seven billion in 2011. Moreover, the FAO projects that between 2010 and 2020, the world s population will rise by 755 million, of which almost 98% (ninety eight per cent) will be in Asia, South America and Africa; and Income growth: Income levels are rising in emerging markets such as Latin America, Russia, Asia and Africa, causing a switch to protein-rich foods such as meat, fish, milk and eggs. Growth 57

in intensive livestock production will be required to accommodate this shift in demand. Moreover, the FAO estimates that currently on average, per capita dietary protein consumption in developing countries is c. eighty grams per day, compared to a developed countries average of c. one hundred and four grams. Besides maintaining a leading position in the developed regions, all these figures emphasise the importance of obtaining a leading presence in emerging markets. In order to optimally benefit from this trend, Nutreco therefore is proactively increasing its presence in these regions, either by starting greenfield operations, or making selected acquisitions like Gisis in Ecuador. (b) Increasing demand for premixes and feed additives The rapid industrialisation and professionalization of farming is increasing the demand for highquality premixes, animal health nutrition and feed specialties, which are essential to the feed industry, integrators and large animal production farms that already have the raw materials, mixing facilities and land. Other important trends driving long-term demand for feed additives include: Urbanisation: An estimated 70% (seventy per cent) of the world s population will live in urbanised areas by 2050, which means that more people will depend on fewer farmers to produce their food; Climate change: Rising temperatures and unpredictable weather patterns have significant effects on the quality and quantity of food produced globally; and Underdevelopment: While modern-day farming technologies have improved food security, many regions must increase productivity and shorten their production cycles in a sustainable way, while taking animal welfare into account. Nutreco currently supplies high-quality premixes and feed specialties from over 40 production facilities around the world. Due to this increasing demand, an instrumental part of Nutreco s current strategy and investment focus is to increase the feed additives and high-concentrate pre-mix operations in order to continue optimally facilitating the market. (c) Increasing demand in fish feed Fish are an important source of animal protein for human consumption. As wild catch has reached their natural capacity, aquaculture (i.e. farmed fish) has increased to meet the growing demand for healthy fish protein. During the last three decades, wild catch for human consumption increased from roughly thirty million to sixty million tonnes; during the same time, aquaculture production increased from five million to sixty three million tonnes, so that aquaculture has meanwhile bypassed wild catch for human consumption. The provision of high quality fish feed is important in the continued development of a sustainable fish feed industry. The addressable global fish feed market for Nutreco, including shrimp and high value white fish, is estimated at nineteen and a half million tonnes in 2013 and over the long term will grow by an average of 5% (five per cent) per year. The principal markets for salmon and seawater trout feed are Norway and Chile, where approximately 87% (eighty-seven per cent) of the world s farmed salmon is harvested. The average long-term annual growth in salmonid feed volumes from 1998 to 2013 was more than 5% (five per cent). The principal markets for non-salmonid fish and shrimp feed are southern Europe (for species such as sea bass and sea bream),latin American markets such as Brazil and Ecuador (shrimp and tilapia) 58

and Asian countries such as Japan, Vietnam and China (shrimp, pangasius, tilapia and snakehead). These markets are on average less developed that the global salmonid feed market but continue to grow with improved farming practices driving demand for higher quality feed. Most of the world s shrimp feed is produced in China, Thailand, Ecuador, India, Indonesia and Vietnam. This global market has a long-term growth rate of approximately 5% (five per cent) per year. 7.7 The Executive Board and the Supervisory Board (a) Introduction The governance system of Nutreco is a two-tier board, comprising an Executive Board entrusted with the executive management, under the supervision of a Supervisory Board. The Executive Board has formed an executive committee, consisting of the Executive Board members and seven other senior managers, to support the execution of Nutreco's strategy and the management of its businesses. (b) Members of the Executive Board The Executive Board currently consists of the following members: Mr K. Nesse, CEO Mr K. Nesse (b. 1967) started his career in 1992 with the Scana group in Stavanger, Norway as Controller and joined Skretting Norway in 1995 in the same position. In 1997, he moved back to the Scana group to take up a two-year assignment as Finance Director of their joint venture in China and returned to Skretting in 1999, first as Controller and subsequently in various management positions. In early 2006, Mr Nesse moved to Chile and was appointed Managing Director of the Skretting Salmon Feed business. He returned to Norway in late 2006. Mr Nesse was appointed member of the Executive Board of Nutreco on 30 June 2009. On 1 August 2012, he was appointed CEO and Chairman of the Executive Board of Nutreco. Mr G. Boon, CFO Mr G. Boon (b. 1959) started his career in 1983 with Unilever. He gained extensive experience in financial management as well as in supply chain management and procurement. In the period 1991-2000 he was Corporate Controller in the USA and subsequently Financial Director/CFO of Unilever in Chile and Brazil, respectively. In these positions he was responsible for a series of mergers and acquisitions. In the period 2000-2004 Mr Boon was General Manager/CEO of Johnson Diversey Netherlands. In the period 2006-2009 he was CFO of the Van Gansewinkel Group. In June 2010 he started at Nutreco as Programme Manager of the Unite project. On 1 April 2011, Mr Boon was appointed member of the Executive Board of Nutreco and on 26 September 2011 he was appointed CFO of Nutreco. (c) Members of the Supervisory Board The Supervisory Board currently consists of the following members: 59

Mr J.M. de Jong, Chairman Nationality Dutch Appointed in 2003 Present term expires in 2015 Current position Chairman of the Supervisory Board, chairman of the Selection and Appointment Committee and member of the Remuneration Committee of the Supervisory Board Supervisory Directorships/other offices Chairman of the supervisory board of Aon Groep Nederland B.V. Member of the supervisory boards of Theodoor Gilissen Bankiers N.V., and Kredietbank S.A. Luxembourgeoise Former position Member of the management board of ABN N.V. subsequently ABN AMRO Bank N.V. Member of the supervisory boards of Heineken N.V., Neerlandia N.V. Cement Roadstone Holdings plc and Onderlinge Levensverzekeringsmaatschappij 's- Gravenhage U.A. Mr J.A.J. Vink, Vice-Chairman Nationality Dutch Appointed in 2005 Present term expires in 2017 Current position Member of the Supervisory Board, chairman of the Audit Committee, and member of the Innovation and Sustainability Committee and the Selection and Appointment Committee of the Supervisory Board Supervisory Directorships/other offices Chairman of the supervisory boards of Aegon Nederland N.V. and of several of its subsidiaries, including Aegon Bank N.V. Chairman of the Stichting Preferente Aandelen of Macintosh Retail Group N.V. Member of the supervisory boards of Spize Holding B.V. and Cargill B.V. 60

Former position Chairman of the management board of CSM N.V. Chairman of the supervisory board of Samas N.V., member of the supervisory boards of VION Food Group N.V., Schuitema N.V., and Koninklijke Wegener N.V. Mr P.S. Overmars Nationality Dutch Appointed in 2014 Present term expires in 2018 Current position Member of the Supervisory Board, and member of the Audit Committee and the Selection and Appointment Committee of the Supervisory Board Supervisory Directorships/other offices Member of the supervisory boards of Academic Medical Centre in Amsterdam, Tetu Holding B.V. (Van Dijk Educatie) and Aronsohn Holding B.V. Advisor to NautaDutilh N.V. and director at Randstad Beheer B.V. Former position Member of the management board of ABN AMRO Bank N.V. Various management positions at ABN AMRO Bank N.V. Chairman of the supervisory board of SNS REAAL N.V. Mr A. Puri Nationality American Appointed in 2009 Present term expires in 2017 Current position Member of the Supervisory Board, chairman of the Remuneration Committee and the Innovation and Sustainability Committee, and member of the Selection and Appointment Committee of the Supervisory Board Supervisory Directorships/other offices Non-executive director of Britannia Industries Ltd., Barry Callebaut AG and Tate and Lyle plc 61

Former position Member of the executive board of Koninklijke Numico N.V. Non-executive board member of PT Sari Husada Tbk Various management positions at Coca- Cola Company Ms H.W.P.M.A. Verhagen Nationality Dutch Appointed in 2010 Present term expires in 2014 Current position Member of the Supervisory Board, and member of the Remuneration Committee and the Selection and Appointment Committee of the Supervisory Board CEO of PostNL N.V. Member of the executive board of VNO- NCW Supervisory Directorships/other offices Rexel S.A. Former position Managing director group HR TNT Post N.V. Member of the executive committee of TNT Post N.V. Various marketing & sales and operational positions at TNT Post N.V. (d) Committees of the Supervisory Board The Supervisory Board has appointed the following permanent committees: the Audit Committee, the Remuneration Committee, the Innovation and Sustainability Committee, and the Selection and Appointment Committee. The Audit Committee of the Supervisory Board currently consists of Mr J.A.J. Vink (chair) and Mr P.S. Overmars. The Remuneration Committee of the Supervisory Board currently consists of Mr A. Puri (chair), Mr J.M. de Jong and Ms H.W.P.M.A. Verhagen. The Innovation and Sustainability Committee of the Supervisory Board currently consists of Mr A. Puri (chair) and Mr J.A.J. Vink. Selection and Appointment Committee of the Supervisory Board consists of all the members of the Supervisory Board and is chaired by Mr J.M. de Jong. 62

7.8 Major shareholders The table below sets out the holders of notifiable interests (substantiële deelneming, a holding of at least 3%) in the share capital or voting rights in the Company, solely according to the AFM registers as at 3 December 2014. Name Shares Capital Date of notification SHV Holdings N.V. 7,038,865 10.02% 21 October 2014 ING Groep N.V. 3,499,935 9.97% 25 June 2012 APG Algemene Pensioen Groep N.V. 3,666,949 5.22% 1 October 2013 FMR LLC 1,955,165 4.76% 26 October 2007 BlackRock, Inc. 0 0.00% 14 September 2011 Hengistbury Investment Partners LLP Hengistbury Master Fund Ltd 0 0.00% 23 October 2014 2,615,950 3.72 % 23 October 2014 Norges Bank 2,426,431 3.45% 25 November 2014 DJE Investments S.A. 2,141,846 3.05% 23 September 2013 Nutreco N.V. 2,118,350 3.02% 17 September 2014 Name Votes Voting rights Date of notification SHV Holdings N.V. 7,038,865 10.02% 21 October 2014 ING Groep N.V. 3,499,935 9.97% 25 June 2012 APG Algemene Pensioen Groep N.V. 3,666,949 5.22% 1 October 2013 FMR LLC 1,955,165 4.76% 26 October 2007 BlackRock, Inc. 1,557,886 4.44% 14 September 2011 Hengistbury Investment Partners LLP Hengistbury Master Fund Ltd 2,838,143 4.04% 23 October 2014 2,615,950 3.72 % 23 October 2014 Norges Bank 2,426,431 3.45% 25 November 2014 DJE Investments S.A. 2,141,846 3.05% 23 September 2013 Nutreco N.V. 0 0.00% 17 September 2014 Other notifications of investors, such as gross and net short positions, can be found at the website of the AFM: www.afm.nl. Notwithstanding the above, SHV confirms in Section 6.10(a) that, on 3 December 2014, close of business CET, SHV indirectly held 10,298,495 Shares through SHV Interholding AG. SHV Interholding AG is an indirect wholly-owned subsidiary of SHV. The equity stake held by SHV Interholding AG in Nutreco represents 14.66% (fourteen and sixty six hundredths per cent) of the 63

issued share capital of Nutreco. Notwithstanding the above, Nutreco confirms in Section 7.10 that, as at the date of this Offer Memorandum, 3,098,933 Shares, including the Shares which have been acquired by Nutreco pursuant to the share buy-back scheme announced on 24 July 2014 and commenced on 26 August 2014, are held by Nutreco. As mentioned in Nutreco's Q3 2014 trading update, this share buy-back programme was terminated before market trading commenced on 20 October 2014. In addition, the AFM registers make reference to the Protection Trust's interest in the share capital and voting rights in Nutreco. This is specified in Section 7.9 below. 7.9 Protection Trust Nutreco entered into an agreement with Stichting Continuïteit Nutreco (the Protection Trust) as amended on 19 March 2009 (the Option Agreement). Pursuant to the Option Agreement, the Protection Trust is granted a call option to acquire from Nutreco Cumulative Preference Shares D with a nominal value of EUR 0.12 each (the Call Option) equal to the number of outstanding issued Shares at the date in question. In the case of a (gradual) acquisition of or an offer by a third party for the Shares, the Protection Trust may exercise the Call Option only in case such acquisition or offer has not received the support of the Executive Board and the Supervisory Board. As set out in Section 6.7(a)(iii), the Offeror s obligation to declare the Offer unconditional is conditional upon the Protection Trust (i) not having exercised in whole or in part its Call Option and no Cumulative Preference Shares D in Nutreco having been issued and (ii) the Protection Trust having irrevocably, and conditional only upon the Offer being declared unconditional (gestand gedaan), waived its right to exercise its Call Option. With reference to Section 6.22(e), if such condition, which is a condition for the benefit of the Offeror, is not satisfied or waived by the Offeror on the (postponed) Closing Date, or if it is apparent that such condition cannot be satisfied and will not be waived by the Offeror before such date, the Offeror (i) is not obliged to declare the Offer unconditional, and (ii) may terminate the Merger Agreement. 7.10 Capital and shares The authorised share capital of Nutreco is divided in 142,000,000 ordinary shares with a nominal value of EUR 0.12 each, 142,000,000 cumulative preference shares D' with a nominal value of EUR 0.12 each (the Cumulative Preference Shares D), and 62,000,000 cumulative financing preference shares E' subdivided into five series, numbered 1 to 5 inclusive, of 12,400,000 cumulative financing preference shares E' with a nominal value of EUR 0.12 each (the Cumulative Preference Shares E). At the date of this Offer Memorandum, no cumulative preference shares have been issued. At the date of this Offer Memorandum, the total issued share capital of Nutreco is divided into 70,237,364 ordinary shares, of which 67,138,431 are outstanding and 3,098,933, including the Shares which have been acquired by Nutreco pursuant to the share buy-back scheme announced on 24 July 2014 and commenced on 26 August 2014, are held by Nutreco. As mentioned in Nutreco's Q3 2014 trading update, this share buy-back programme was terminated before market trading commenced on 20 October 2014. The Shares in the capital of Nutreco are listed on Euronext Amsterdam. The Euronext ticker symbol is NUO and the ISIN code is NL0010395208. 64

7.11 Share price development This graph sets out the Share price development of Nutreco over the past twelve months through 3 December 2014. 7.12 Nutreco remuneration policy Pursuant to the current remuneration policy as approved by the Nutreco shareholders in 2008, the members of Executive Board and certain other members of senior management receive variable short-term and long-term incentives in addition to fixed components of remuneration (base salary, pension scheme and other market standard benefits). (a) Short-term: annual cash bonus Mr K. Nesse and Mr G. Boon and other members of senior management have an opportunity to receive an annual cash bonus. The total cash bonus opportunity amounts to 60% (sixty per cent) of fixed base salary for on-target performance and the maximum bonus is capped at 90% (ninety per cent) of fixed base salary. If performance is below a predefined minimum target level (80%) (eighty per cent), no bonus will be paid out. In calculating the bonus, a linear scale between the minimum level (80%) (eighty per cent) and the maximum level (130%) (hundred thirty per cent) of the score is used. The performance targets are set by the Supervisory Board at the beginning of each financial year. (b) Long-term: Nutreco Performance Share Plan General Mr K. Nesse and Mr G. Boon and other members of senior management are eligible to participate in the Nutreco Performance Share Plan (the LTIP). Under the LTIP, participants are awarded restricted Shares (the Performance Shares). The Supervisory Board grants the Performance Shares without financial consideration. The number of the Performance shares to be granted annually is based on the annualised economic fair value of the shares at grant date, which represents 85% (eighty-five per cent) of the base salary of the CEO and 60% (sixty per cent) of the base salary of the CFO. The Performance Shares vest and become unconditional at the end of each three-year vesting period, dependent on Nutreco s relative performance against a selected peer group. Nutreco's performance is 65

measured as Total Shareholder Return (TSR), which is defined as the increase in the share price, including reinvested dividends and possible share capital reimbursements. No vesting of the Performance Shares takes place if the TSR achieved during the three-year vesting period is below the median position of the peer group. The relevant peer group under the LTIP consists of all companies listed on Euronext Amsterdam s AEX, AMX and AScX indices (except for Nutreco). Vesting of 50% (fifty per cent) of the Performance Shares takes place if the TSR achieved during the three-year vesting period is at the median position, increasing linearly up to a maximum of 150% (one hundred and fifty per cent) of the Performance Shares if Nutreco achieves the highest TSR within the peer group during the three-year vesting period. Consequence of the Offer At Settlement, the vesting of unvested Performance Shares will be accelerated. As the vesting period will be shorter than the normal three-year (3-year) vesting period, the maximum percentage of vesting Performance Shares will be reduced pro rata temporis. The Performance Shares will be settled in accordance with the current LTIP regulations. The unvested Performance Shares will be cash settled by Nutreco upon Settlement of the Offer. With respect to the vested Performance Shares, reference is made to Section 6.11 (Undertaking to tender shares). 66

8. INFORMATION ON THE OFFEROR 8.1 Introduction The Offeror is a private limited company, incorporated under the laws of the United Kingdom, having its registered office at Athena House, Athena Drive, Warwick, Warwickshire, United Kingdom, CV34 6RL. The Offeror is registered with Companies House with registration number 09229699. The Offeror is an indirectly wholly-owned subsidiary of SHV, a public company, incorporated under the laws of The Netherlands Antilles, having its statutory seat (statutaire zetel) in Bonaire, The Netherlands, having its registered office at Rijnkade 1, 3511 LC, Utrecht, The Netherlands. SHV is registered with the Dutch Chamber of Commerce with registration number 30065974 and with the Chamber of Commerce of Bonaire with registration number 7111. The ownership structure of the Offeror is as follows: SHV is jointly and severally liable for the obligations of the Offeror under the Merger Agreement. Reference is also made to Section 6.5 (Financing of the Offer). 8.2 Business description SHV is a privately-held, family company which aims to maintain its strong position in a number of operational activities and selected investment activities. Originating in 1896 from a merger between coal trading companies, SHV has evolved throughout the years by adapting to a changing business environment. Today, SHV is present in fifty countries on all continents and employs approximately forty seven thousand people. SHV s entrepreneurship is reflected in its range of decentralised operations, which are active in energy distribution (SHV Energy), cash-and-carry wholesale (Makro), heavy lifting and transport activities (Mammoet) and industrial services (ERIKS). As an investor, SHV is involved in the exploration, development and production of oil and gas, primarily in the North Sea (Dyas), and in providing private equity to companies in the Benelux (NPM Capital). SHV invests for the long term, expanding and developing businesses and providing its customers with products and services which add value. More information can be found on SHV s website: www.shv.nl. 67

8.3 Executive board of the Offeror The executive board of the Offeror consists of Mr S. Rennie, Mr A.E. Thompson, Mr T. Collins, Mr J. van Klink and Mr C. Dekker. 8.4 SHV boards Supervisory board The supervisory board of SHV consists of the following members: Ms A.M. Fentener van Vlissingen (chairman), Mr P.A.F.W. Elverding, Mr P.C. Klaver, Mr A. Burgmans, Mr R.W.J. Groenink, Mr Ph.C.O.E.A. von Hammerstein-Loxten, Ms P. Mars Wright, Mr M.L. Mautner Markhof and Ms M.J. Oudeman. Executive board of directors The executive board of directors of SHV consists of the following members: Mr S. R. Nanninga, Mr B.L.J.M. Beerkens and Mr W. van der Woerd. 8.5 Social consequences relating to the Offer The Offeror and SHV do not expect that there will be any changes made to the existing rights and benefits of, nor there to be a reduction in the number of directors and employees of, the Offeror, SHV and any of their respective group companies, as a direct consequence of the Offer. 68

9. FURTHER INFORMATION PURSUANT TO THE DUTCH DECREE ON PUBLIC OFFERS WFT In addition to the other statements set out in this Offer Memorandum, the Offeror with regard to subjects 9(b) and 9(d), the Boards with regard to 9(e) and the Offeror and the Boards jointly with regard to subjects 9(a) and 9(c) hereby declare as follows: (a) There have been consultations between SHV and Nutreco regarding the Offer, which have resulted in the Merger Agreement. Discussions regarding the Offer, including, but not limited to, the Offer Price, the Offer Conditions and the future strategy of the Nutreco Group after the Settlement Date, took place between SHV and its advisors on the one hand, and all members of the Executive Board and/or the chairman of the Supervisory Board on the other hand, and their respective advisors. (b) With due observance of and without prejudice to the restrictions referred to in Sections 2 (Restrictions) and 3 (Important Information), the Offer concerns all outstanding Shares not already held by the Offeror or its group companies and applies on an equal basis to all Shares not already held by the Offeror or its group companies and all Shareholders other than the Offeror and its group companies. (c) (d) (e) No securities issued in Nutreco are held, no transactions or concluded agreements in respect of securities issued by Nutreco have been effected or have been concluded, and no similar transactions have been effected in respect of securities issued by Nutreco, by the Offeror, SHV or any Affiliate of the Offeror, or any member of the executive board of the Offeror, any member of the executive board or supervisory board of SHV, or any member of the Boards, nor by any of their spouses (echtgenoten), registered partners (geregistreerde partners), minor children (minderjarige kinderen) and any entities over which these members or other persons referred to have control (zeggenschap hebben in) within the meaning of Annex A, paragraph 2, subparagraphs 5, 6 and 7 of the Decree, other than in respect of the Offeror as described in Section 6.10 (Respective cross shareholdings SHV Nutreco) and in respect of the members of the Boards as described in Section 6.8 (Shareholdings of the members of the Boards). The costs incurred or to be incurred by SHV and the Offeror in relation to the Offer are expected to amount to approximately EUR 10 million and comprise legal advisor fees, commercial advisor fees, financial advisor fees, Paying and Exchange Agent fees, filing fees with regulators, financial and tax due diligence fees, and printing. These costs will be borne by the Offeror. The costs of Nutreco s fees of financial advisors, legal advisors, accountants and communications advisors incurred and expected to be incurred in relation to the Offer amount to approximately EUR 15 million. These costs will be borne by Nutreco. 69

10. TAX ASPECTS OF THE OFFER 10.1 General The following summary outlines certain principal Dutch tax consequences of the disposal of the Shares in connection with the Offer and certain post-closing restructurings, but is not a comprehensive description of all Dutch tax considerations that may be relevant. For purposes of Dutch tax law, a holder of Shares may include an individual who or an entity that does not have the legal title of these Shares, but to whom nevertheless the Shares or the income thereof is attributed based on specific statutory provisions or on the basis of such individual or entity having an interest in the Shares or the income thereof. This summary is intended as general information only and each prospective investor should consult a professional tax advisor with respect to the tax consequences of the disposal of the Shares. This summary is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as of the date of this Offer Memorandum, and it does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect. This summary does not address the Dutch tax consequences for: (a) (b) investment institutions (fiscale beleggingsinstellingen); pension funds, exempt investment institutions (vrijgestelde beleggingsinstellingen) or other entities that are not subject to or exempt from Dutch corporate income tax; (c) corporate holders of Shares which qualify for the participation exemption (deelnemingsvrijstelling). Generally speaking, a shareholding is considered to qualify as a participation for the participation exemption if it represents an interest of 5% (five per cent) or more of the nominal paid-up share capital; (d) (e) (f) holders of Shares holding a substantial interest (aanmerkelijk belang) or deemed substantial interest (fictief aanmerkelijk belang) in Nutreco and holders of Shares of whom a certain related person holds a substantial interest in Nutreco. Generally speaking, a substantial interest in Nutreco arises if a person, alone or, where such person is an individual, together with his or her partner (statutory defined term), directly or indirectly, holds or is deemed to hold (i) an interest of 5% (five per cent) or more of the total issued capital of Nutreco or of 5% (five per cent) or more of the issued capital of a certain class of shares of Nutreco, (ii) rights to acquire, directly or indirectly, such interest or (iii) certain profit sharing rights or rights to liquidation proceeds in Nutreco relating to 5% (five per cent) or more of the annual profit of Nutreco or to 5% (five per cent) or more of the liquidation proceeds of Nutreco; persons to whom the Shares and the income from the Shares are attributed based on the separated private assets (afgezonderd particulier vermogen) provisions of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) and the Dutch Gift and Inheritance Tax Act 1956 (Successiewet 1956); entities which are a resident of Aruba, Curacao or Sint Maarten that have an enterprise which is carried on through a permanent establishment or a permanent representative on Bonaire, Sint Eustatius or Saba and the Shares are attributable to such permanent establishment or permanent representative; 70

(g) (h) holders of Shares which are not considered the beneficial owner (uiteindelijk gerechtigde) of these Shares or the benefits derived from or realised in respect of these Shares; and individuals to whom Shares or the income there from are attributable to employment activities which are taxed as employment income in The Netherlands. Where this summary refers to The Netherlands or Dutch Tax law, such references are restricted to the part of the Kingdom of The Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom. 10.2 Dividend tax Gains realised upon the disposal of the Shares in connection with the Offer will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein. 10.3 Corporate and individual income tax Residents of The Netherlands If an entity is a resident of The Netherlands or is deemed to be a resident of The Netherlands for Dutch corporate income tax purposes and is fully subject to Dutch corporate income tax or is only subject to Dutch corporate income tax in respect of an enterprise to which the Shares are attributable, income derived from the Shares and gains realised upon the redemption or disposal of the Shares are generally taxable in The Netherlands (at up to a maximum rate of 25% (twenty-five per cent)). If an individual is a resident of The Netherlands or is deemed to be a resident of The Netherlands for Dutch individual income tax purposes or has opted to be treated as a resident of The Netherlands for individual income tax purposes, income derived from the Shares and gains realised upon the redemption or disposal of the Shares are taxable at the progressive rates (at up to a maximum rate of 52% (fifty-two per cent)) under the Dutch Income Tax Act 2001 if: (a) (b) the individual is an entrepreneur (ondernemer) and has an enterprise to which the Shares are attributable or the individual has, other than as a shareholder, a co-entitlement to the net worth of an enterprise (medegerechtigde), to which enterprise the Shares are attributable; or such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which includes activities with respect to the Shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer). If neither condition (a) nor condition (b) above applies, an individual that holds the Shares must determine taxable income with regard to the Shares on the basis of a deemed return on savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return on savings and investments has been fixed at a rate of 4% (four per cent) of the individual's yield basis (rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as the individual s yield basis exceeds a certain threshold (heffingvrij vermogen). The individual's yield basis is determined as the fair market value of certain qualifying assets held by the individual less the fair market value of certain qualifying liabilities on 1 January. The fair market value of the Shares will be included as a qualifying asset in the individual's yield basis. The 4% (four per cent) deemed return on savings and investments is taxed at a rate of 30% (thirty per cent). 71

Non-residents of The Netherlands If a person is not a resident of The Netherlands, is not deemed to be a resident of The Netherlands for Dutch corporate or individual income tax purposes, and has not opted to be treated as a resident of the Dutch for individual income tax purposes, such person is not liable to Dutch income tax in respect of income derived from the Shares and gains realised upon the redemption or disposal of the Shares, unless: (a) the person is not an individual and such person (i) derives profits from an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in The Netherlands to which permanent establishment or a permanent representative the Shares are attributable, or (ii) is (other than by way of securities) entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in The Netherlands and to which enterprise the Shares are attributable. This income is subject to Dutch corporate income tax at up to a maximum rate of 25% (twenty-five per cent). (b) the person is an individual and such individual (i) derives profits from an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in The Netherlands to which permanent establishment or permanent representative the Shares are attributable, or (ii) realises income or gains with respect to the Shares that qualify as income from miscellaneous activities in The Netherlands which includes activities with respect to the Shares that exceed regular, active portfolio management, or (iii) is other than by way of securities entitled to a share in the profits of an enterprise that is effectively managed in The Netherlands and to which enterprise the Shares are attributable. Income derived from the Shares as specified under (i) and (ii) by an individual is subject to individual income tax at progressive rates up to a maximum rate of 52% (fifty-two per cent). Income derived from a share in the profits of an enterprise as specified under (iii) that is not already included under (i) or (ii) will be taxed on the basis of a deemed return from savings and investments (as described above under "Residents of The Netherlands"). The fair market value of the share in the profits of the enterprise (which includes the Shares) will be part of the individual's Dutch yield basis. 10.4 Gift and inheritance tax In general, no gift tax (schenkbelasting) or inheritance tax (erfbelasting) will be due as a result of the disposal of the Shares in connection with the Offer. 10.5 Value added tax In general, no value added tax will arise in respect of payments in consideration for the disposal of the Shares in connection with the Offer. 10.6 Other taxes and duties No registration tax, customs duty, transfer tax, stamp duty, capital tax or any other similar documentary tax or duty will be payable in The Netherlands by a holder of Shares in respect of the disposal of the Shares in connection with the Offer. 72

10.7 Post-Closing Restructuring Following Settlement, the Offeror intends, but is not obligated, to implement certain post-closing restructurings, including, but not limited to (i) a compulsory acquisition procedure (as further described in Section 6.13(a) (Compulsory acquisition procedure), (ii) a statutory cross-border or domestic (bilateral or triangular) legal merger (juridische (driehoeks-) fusie) in accordance with Article 2:309 et seq of the Dutch Civil Code between Nutreco, the Offeror and/or one or more Affiliates of the Offeror (as further set out in Section 6.13(c) (Most likely Post-Closing Restructuring Measures), (iii) a subsequent public offer for any Shares held by minority shareholders, (iv) a statutory (bilateral or triangular) legal demerger (juridische (driehoeks)splitsing) of Nutreco in accordance with Article 2:334a et seq of the Dutch Civil Code, (v) a contribution of assets to Nutreco in exchange for new shares issued (in which case the existing shareholders of Nutreco may not have pre-emptive rights) on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor, (vi) a sale of all, substantially all, or a substantial part of the assets of Nutreco, which may or may not be followed by a distribution of proceeds to the Shareholders, all in accordance with the laws of The Netherlands and the Nutreco Articles of Association and all on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor (as further described in Section 6.13(c) (Most likely Post-Closing Restructuring Measures), (vii) subject to Section 6.15 (Non-financial covenants), a distribution of proceeds, cash and/or assets to the Shareholders, (viii) a sale and transfer of assets and liabilities by the Offeror or any of its Affiliates to any member of the Nutreco Group on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor, or a sale and transfer of assets and liabilities by any member of the Nutreco Group to the Offeror or any of its Affiliates on an arm s length basis and supported by a fairness opinion from a reputable corporate finance advisor, (ix) conversion of Nutreco into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), (x) any combination of the foregoing, or (xi) any transactions, restructurings, share issues, procedures and/or proceedings in relation to Nutreco and/or one or more of its affiliates required to effect the objective mentioned in Section 6.13 (Post-Closing Restructuring). See below for a non-exhaustive description of certain Dutch tax consequences of the compulsory acquisition procedure and of certain Post-Closing Restructuring Measures. (a) Compulsory acquisition procedure Dividend tax Gains realised upon the disposal of the Shares in connection with the compulsory acquisition procedure will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein. Corporate and individual income tax The Dutch corporate and individual income tax consequences of a disposal of the Shares in connection with a compulsory acquisition procedure are the same as for the disposal of the Shares in connection with the Offer, see Section 10.3 (Corporate and Individual Income Tax) (b) Post-Closing Merger Pursuant to the Legal Merger as defined in Section 6.13(c)(ii) Nutreco is merged into SHV Nutreco Sub and the then-existing minority Shareholders of Nutreco will either become shareholders of SHV Nutreco Sub or an Affiliate of SHV Nutreco Sub, most likely SHV Nutreco. 73

The following is a general summary of certain Dutch tax consequences in connection with the Legal Merger. Dividend tax Withholding of dividend tax The disposal of the Shares in connection with the Legal Merger and the receipt of shares in either SHV Nutreco Sub or SHV Nutreco in connection with the Legal Merger will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein. Corporate and individual income tax Legal Merger The Dutch corporate and individual income tax consequences of the Legal Merger are in principle similar to the tax treatment of the disposal of the Shares in connection with the Offer, see Section 10.3 (Corporate and individual income tax). The Dutch corporate and individual income tax in respect of gains (deemed) realised by a holder of Shares upon the disposal of the Shares as a result of the Legal Merger (excluding taxation in respect of any consideration received as a result of the Legal Merger that does not consist of SHV Nutreco Sub shares or SHV Nutreco shares) may be deferred in the following situations: (a) (b) the Legal Merger satisfies the requirements set out in section 3.57 of the Dutch Income Tax Act 2001 and the holder of shares records the SHV Nutreco Sub shares or SHV Nutreco shares received pursuant to the Legal Merger at the same tax book value as the Shares at the moment immediately preceding the Legal Merger; or the requirements developed in case law of the Dutch Supreme Court regarding the tax neutral exchange of certain assets (ruilarresten) are met. Each holder of SHV Nutreco Sub shares or SHV Nutreco shares needs to assess for itself whether these requirements are satisfied. Whether or not a holder of SHV Nutreco Sub shares or SHV Nutreco shares claims the benefits of the roll-over relief is at its own discretion. (c) Post-Closing Asset Transaction and Liquidation Pursuant to the Asset Purchase Agreement, Nutreco sells its entire business to SHV Nutreco Sub, an affiliate of the Offeror (defined as the Asset Transaction in Section 6.13(c)(viii)), followed by a Liquidation of Nutreco as defined in Section 6.13(c)(xi). The following is a general summary of certain Dutch tax consequences in connection with the Asset Transaction and the Liquidation. Dividend tax Withholding of dividend tax The Asset Transaction will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein. 74

Nutreco is generally required to withhold 15% (fifteen per cent) Dutch dividend tax in respect of the advance liquidation distribution and, if applicable, the final distribution, to its shareholders to the extent that such distributions are in excess of Nutreco s average paid-in capital recognised for Dutch dividend tax purposes. Credit for residents of The Netherlands If a holder of either SHV Nutreco Sub shares is a resident or deemed to be a resident of The Netherlands for Dutch corporate or individual income tax purposes, Dutch dividend tax which is withheld with respect to proceeds from these shares will generally be creditable for Dutch corporate or individual income tax purposes or otherwise refundable. Relief or refund for non-residents of The Netherlands If a holder of shares in either SHV Nutreco Sub shares is a resident of a country other than The Netherlands, and if a treaty for the avoidance of double taxation with respect to taxes on income is in effect between The Netherlands and that country, and such holder is a resident for the purposes of such treaty, such holder may, depending on the terms of that particular treaty, qualify for full or partial relief at source or for a refund in whole or in part of the Dutch dividend tax. A refund of Dutch dividend tax is available to entities resident in another EU member state, Norway, Iceland, or Liechtenstein provided (i) these entities are not subject to corporate income tax there, and (ii) these entities would not be subject to Dutch corporate income tax, if these entities would have been tax resident in The Netherlands for corporate income tax purposes and (iii) these entities are not comparable to investment institutions (fiscale beleggingsinstellingen) or exempt investment institutions (vrijgestelde beleggingsinstellingen). Furthermore, a similar refund of Dutch dividend tax may be available to such entities resident in other countries, under the additional condition that (A) the shares in SHV Nutreco Sub shares are considered portfolio investments, i.e. such shares are not held with a view to establish or maintain lasting and direct economic links between the holder and SHV Nutreco Sub and the shares do not allow the holder to participate effectively in the management or control of SHV Nutreco Sub, and (B) The Netherlands can exchange information with this other country in line with the international standards for the exchange of information. Beneficial owner A recipient of proceeds from the SHV Nutreco Sub shares will not be entitled to any exemption, reduction, refund or credit of Dutch dividend tax if such recipient is not considered to be the beneficial owner of such proceeds. A recipient will inter alia not be considered the beneficial owner of these proceeds if, in connection with such proceeds, the recipient has paid a consideration as part of a series of transactions in respect of which it is likely: (a) that the proceeds have in whole or in part accumulated, directly or indirectly, to a person or legal entity that would: (i) (ii) as opposed to the recipient paying the consideration, not be entitled to an exemption from dividend tax; or in comparison to the recipient paying the consideration, to a lesser extent be entitled to a reduction or refund of dividend tax; and (b) that such person or legal entity has, directly or indirectly, retained or acquired an interest in shares, profit-sharing certificates or loans, comparable to the interest it had in similar instruments prior to the series of transactions being initiated. 75

Corporate and individual income tax Asset Transaction The Asset Transaction has no direct Dutch corporate and individual income tax consequences for the holders of Shares. Liquidation The Dutch corporate and individual income tax consequences of the Liquidation are in principle similar to the tax treatment of the disposal of the Shares in connection with the Offer (see Section 10.3 (Corporate and individual income tax)). Gift and inheritance tax In general, no gift tax (schenkbelasting) or inheritance tax (erfbelasting) will be due as a result of the restructurings described in Section 10.7 (Post-Closing Restructuring). Value added tax In general, no value added tax will arise in respect of payments in consideration for the disposal of the Shares, the SHV Nutreco Sub shares or the SHV Nutreco shares in connection with the restructurings described in Section 10.7 (Post-Closing Restructuring). Other taxes and duties No registration tax, customs duty, transfer tax, stamp duty, capital tax or any other similar documentary tax or duty will be payable in The Netherlands by a holder of Shares, SHV Nutreco Sub shares or SHV Nutreco shares in respect of the disposal of these shares in connection with the restructurings described in Section 10.7 (Post-Closing Restructuring). 76

11. PRESS RELEASES 11.1 Joint press release dated 20 October 2014 JOINT PRESS RELEASE This is a joint press release by Nutreco and SHV pursuant to the provisions of Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the intended public offer by SHV for all the issued and outstanding ordinary shares in the capital of Nutreco. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Nutreco. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States. 20 October 2014 SHV and Nutreco announce a recommended cash offer of 40 per share for all shares of Nutreco Transaction highlights SHV and Nutreco have reached a conditional agreement on a recommended full public offer for Nutreco of 40 (cum dividend) in cash per issued and outstanding ordinary share of Nutreco The Offer price represents a premium of 42% to the closing price of Friday 17 October 2014 and a premium of 34% to the average closing price for the 3 months prior to and including that date The Executive Board and the Supervisory Board of Nutreco fully support and unanimously recommend the Offer SHV is a privately owned company with a true long-term focus and commitment and with the aim to build valuable businesses SHV will financially support Nutreco with investment needs for capital expenditures and acquisitions in accordance with Nutreco s long-term growth strategy SHV has financing in place and will finance the proposed transaction with cash from its own available resources SHV has agreed to certain non-financial covenants, including to: o Support execution of Nutreco s business strategy with current management, including anticipated capital expenditures and mergers & acquisitions o Maintain Nutreco s corporate identity, values and culture o Keep Nutreco as a separate group with headquarters, central management and key support functions in the Netherlands o No break up of Nutreco s group or its business units o Respect employee rights o Protection of minority shareholders' interests as well as non-financial covenants by two independent supervisory board members o Prudent financing of Nutreco s group 77

Amersfoort/Utrecht, the Netherlands, 20 October, 2014 Nutreco and SHV jointly announce that they have reached a conditional agreement in connection with a public offer by SHV for all issued and outstanding ordinary shares in the capital of Nutreco at an offer price of 40 (cum dividend) in cash for each Nutreco ordinary share, subject to customary conditions (the Offer ). The Offer price represents a premium of 42% to the closing price of Friday 17 October 2014 and a premium of 34% to the average closing price for the 3 months prior to and including that date. Knut Nesse, CEO of Nutreco said: "SHV fully supports the sustainable growth strategy of Nutreco as a whole. We are excited about this new step in the rich history of our company. SHV will be an excellent partner, enabling us to maintain our corporate identity, culture, values and organisation. This offer is in the best interests of all our stakeholders, including our shareholders. Both our Executive and the Supervisory Board fully support and unanimously recommend the Offer, for what we consider to be a fair offer price." Stephan Nanninga, Chairman of the Executive Board of SHV said: "We consider Nutreco a very promising and exciting company with a good long-term growth opportunity, solid management and company values similar to SHV. Nutreco is a true global leader in fish feed and animal nutrition, and we fully support Nutreco s strategy for the future and its focus on innovation and sustainability. Nutreco has a good fit with SHV and our desired mix of activities and geographies and we believe both parties will benefit from this transaction. SHV will fully support Nutreco s growth strategy." Strategic rationale The intended Offer is driven by the long term growth perspective of both companies. SHV fully supports Nutreco in executing its growth plans and geographical expansion through its global presence and expertise. Being a private family-held company with a true long-term focus and commitment, SHV has the financial strength to support Nutreco s growth, based on a prudent finance policy. SHV has a wide range of businesses in various geographies. Nutreco provides an interesting strategic diversification for SHV into food related markets, provides for a good growth platform in emerging markets, has strong and reputable management and a leading position in niche markets. Both being reputable Dutch head-quartered companies with a long heritage, Nutreco and SHV share similar values, as well as strategic and financial principles. The continuation of Nutreco s corporate identity, culture, values, brands, organisation and strategic direction provides the right future perspective for both employees and customers. Nutreco s current shareholders can benefit from a fair price, an attractive premium and high deal certainty due to availability of cash from SHV s own resources and anticipated swift and efficient transaction process. Full support and unanimous recommendation from the Executive Board and Supervisory Board of Nutreco Throughout the process, the Executive Board, and the Supervisory Board have met on a frequent basis to discuss the progress of the process and the key decisions in connection therewith. The Executive Board and the Supervisory Board have received extensive financial and legal advice and have given 78

careful consideration to all aspects, including strategic, financial, operational and social points of view, and consequences of the proposed transaction. After due and careful consideration, both the Executive Board and the Supervisory Board are of the opinion that SHV makes a compelling Offer representing a fair price and attractive premium to the shareholders, as well as favourable non-financial terms. The Boards consider the Offer in the best interest of Nutreco and all its stakeholders. ING Bank N.V. has issued a fairness opinion to the Executive Board and the Supervisory Board and Leonardo & Co. has issued a fairness opinion to the Supervisory Board, and both have opined that the Offer is fair to the shareholders of Nutreco from a financial point of view. Taking all these considerations into account, both the Executive Board and the Supervisory Board fully support and unanimously recommend the Offer for acceptance to the shareholders of Nutreco. The Executive Board and the Supervisory Board are of the opinion that the Offer will deliver significant benefits to the shareholders, employees, customers, partners and other stakeholders of Nutreco. Corporate governance, management and employees Nutreco and SHV have agreed that following settlement of the Offer, the Supervisory Board will comprise of five members of which Mr. Stephan Nanninga, Mr. Boudewijn Beerkens and Mr. Wouter van der Woerd are designated by SHV and two of the current members of the Supervisory Board will continue as member of the Supervisory Board. These two Supervisory Board members will be independent as meant in the Dutch Corporate Governance Code and will have certain veto rights. One of these two Supervisory Board members will act as the chairman of the Supervisory Board. There will be no changes to the Executive Board upon settlement of the Offer. As laid out in its Corporate Philosophy, the Offeror recognizes that Nutreco's employees will play a crucial role in the future of the Company and they will be treated accordingly. Common employee consultation procedures and existing arrangements with trade unions will be respected. There shall be no job losses in Nutreco s group as a direct consequence of the Offer. Furthermore, all existing rights and benefits of the Company s employees, including existing pension rights, will be respected. Non-financial covenants Nutreco has obtained from SHV certain non-financial covenants with regard to the strategy, governance, employee and other matters, including: SHV supports Nutreco s business and growth strategy including investments; SHV supports Nutreco in pursuing acquisitions; Nutreco, together with its subsidiaries, will have its own operating and reporting structure within SHV s group of activities; Nutreco s headquarters, central management and key support functions will remain in the Netherlands; Nutreco will retain its corporate identity, values and culture. The Company vision shall continue to be Feeding the Future ; SHV shall not break up Nutreco s group or its business units; SHV respects all existing rights and benefits of the Nutreco employees; 79

Nutreco's group shall remain prudently financed, including the arrangement that the refinancing (if any) of any existing debt of Nutreco shall be at the same or more attractive terms than currently in place. Financing of the Offer The intended Offer values 100% of the issued and outstanding Nutreco shares at approximately 2,685 million. The Offeror will pay the intended Offer with cash from its own available resources. The Offeror will not enter into any financing arrangements with third parties with regard to the intended Offer. Pre-Offer and Offer conditions The commencement of the intended Offer is subject to the satisfaction or waiver of pre-offer conditions customary for a transaction of this kind, including: (i) the Parties having complied with employee related notification procedures with respect to the Offer; (ii) approval of the offer memorandum by the AFM (Dutch Authority Financial Markets); (iii) no Competing Offer having been made by a third party and no initial public announcement having been made by a third party of a Competing Offer which is recommended by the Executive Board and the Supervisory Board, and no third party being required to make a mandatory offer under the Financial Markets Supervision Act (Wft), following applicable grace periods; (iv) no revocation or change of the recommendation of the Offer by the Executive Board and the Supervisory Board; (v) no notification having been received from the AFM that preparations of the Offer are in breach of the offer rules; (vi) no order, stay, judgment, decree or suit having been issued or initiated by a governmental authority prohibiting or materially delaying the transaction; (vii) trading in Nutreco shares not having been permanently suspended by Euronext; (viii) no material adverse (company-specific) change having occurred; (ix) the protection trust not having exercised its call option right to have protective preference shares issued to it by Nutreco; (x) no material breach of the merger agreement having occurred; and (xi) resignation letters from the resigning members of the Supervisory Board. If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of the following offer conditions: (i) a minimum acceptance of 95% of the Nutreco issued and outstanding ordinary shares on a fully diluted basis; (ii) relevant competition clearances for the Offer having been obtained; (iii) the protection trust not having exercised its call option right to have protective preference shares issued to it; (iv) no Competing Offer having been made by a third party; (v) no revocation or change of the recommendation by the Executive Board and the Supervisory Board; (vi) no order, stay, judgment, decree or suit having been issued or initiated by a governmental authority prohibiting or materially delaying the transaction; 80

(vii) no notification having been received from the AFM that preparations of the Offer are in breach of the offer rules; (viii) trading in Nutreco shares not having been permanently suspended by Euronext; (ix) no material adverse (company-specific) change having occurred; (x) no breach of the merger agreement having occurred; and (xi) the adoption of resolutions to appoint the new members of the Supervisory Board and to amend certain provisions of the current articles of association of Nutreco. Competing Offer Nutreco and SHV may terminate the merger agreement in the event a bona fide third party makes an offer which, in the reasonable opinion of the Executive Board and the Supervisory Board, is a more beneficial offer than the Offer, taking into account the identity and track record of SHV and that of such third party, certainty of execution (including certainty of financing and compliance with all anti-trust and other regulatory laws), conditionality, the future plans of such third party with respect to Nutreco and its strategy, management, employees and other stakeholders and the other interest of all stakeholders of the Company (see also Non-Financial Covenants), provided, that the consideration per share exceeds the Offer price by 8% or more. In the event of such party offer, SHV has the opportunity to match such offer, in which case the conditional agreement may not be terminated by Nutreco. Nutreco has entered into customary undertakings not to actively solicit competing offers. Upon termination of the merger agreement as the result of a Competing Offer, Nutreco will forfeit a termination fee to the Offeror equal to 25 million. Acquisition of 100% It is important for SHV that it ultimately acquires the entire outstanding share capital of Nutreco. SHV intends to commence statutory squeeze-out proceedings (uitkoopprocedure) or pursue an alternative structure (e.g. statutory (cross border) merger or asset transaction) as soon as it is permitted to do so. If SHV acquires 95% of the outstanding shares of Nutreco, Nutreco intends to delist from Euronext Amsterdam expeditiously. Indicative timetable and more information SHV and Nutreco will seek to obtain all necessary approvals and competition clearances as soon as practicable, whereby SHV has agreed to take the necessary steps to obtain clearance from the competition authorities. SHV intends to launch the Offer as soon as practically possible and in accordance with the applicable statutory timetable. For further information explicit reference is made to the offer memorandum, which will contain further details regarding the Offer. The offer memorandum is expected to be published and the Offer is expected to commence during the last quarter of 2014. Nutreco will hold an informative Extraordinary General Meeting at least 6 business days before closing of the offer period in accordance with Section 18 Paragraph 1 of the Decree. 81

Advisors ING Corporate Finance is acting as financial advisor to Nutreco. Leonardo & Co. is acting as independent financial advisor to the Supervisory Board of Nutreco. De Brauw Blackstone Westbroek is acting as legal advisor to Nutreco. Hill+Knowlton Strategies is acting as communications advisor to Nutreco. Lazard is acting as sole financial advisor to SHV. Allen & Overy LLP is acting as legal advisor to SHV. Bain & Company is acting as strategy advisor to SHV. Deloitte is acting as tax and financial due diligence advisor to SHV. Other The Offer will be made for the ordinary shares of Nutreco, a public limited liability company incorporated under Dutch law, and is subject to Dutch disclosure and procedural requirements, which are different from those of other jurisdictions. The Offer will be subject to disclosure and other procedural requirements, including with respect to the Offer timetable and settlement procedures that are different from those applicable under domestic tender offer procedures and laws of other jurisdictions. To the extent permissible under applicable law or regulation, SHV and its affiliates or brokers (acting as agents for SHV or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the intended Offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Nutreco, that are the subject of the intended Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information. In addition, financial advisors to SHV may also engage in ordinary course trading activities in securities of Nutreco, which may include purchases or arrangements to purchase such securities. General restrictions The information in this press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Nutreco in any jurisdiction. Forward looking statements This press release may include forward-looking statements, including statements regarding the transaction and anticipated consequences and benefits of the transaction, the targeted close date for the transaction, the intended financing, as well as language indicating trends, such as anticipated and expected. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approvals. These forward looking statements speak only as of the date of this press release. Nutreco and SHV expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Although SHV and Nutreco believe that the assumptions upon which their respective information are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither SHV nor Nutreco, nor any of their 82

advisors accepts any responsibility for any information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Media contacts Mark Woldberg Manager Media Relations Nutreco M +31 (0) 6 1503 3036 E mark.woldberg@nutreco.com END OF PRESS RELEASE Joost van Klink Company Secretary SHV E jklink@shv.nl Investor contacts Jurgen Pullens Director Investor Relations M +31 (0) 6 5159 9483 E jurgen.pullens@nutreco.com A moderated media call is scheduled for today (Monday 20 October, 2014) at 09.30 CET Access phone number +31 (0)20 717 68 68 Conference number 23315686# Please dial in five minutes prior to commencement. A moderated and webcasted analyst meeting with dial-in possibility is scheduled for today (Monday 20 October, 2014) at 15.00 CET Access phone number +31 (0)20 717 68 68 Conference number 39663993# Please dial in five minutes prior to commencement. About Nutreco Nutreco is a global leader in animal nutrition and fish feed. Our advanced feed solutions are at the origin of food for millions of consumers worldwide. Quality, innovation and sustainability are guiding principles, embedded in the Nutreco culture from research and raw material procurement to products and services for agriculture and aquaculture. Experience across 100 years brings Nutreco a rich heritage of knowledge and experience for building its future. Nutreco employs approximately 10,000 people in 30 countries, with sales in 80 countries. Nutreco is listed on the NYSE Euronext stock exchange in Amsterdam and reported annual revenue of 5.2 billion in 2013. www.nutreco.com About SHV SHV is a privately-held family company which aims to maintain its strong position in a number of operational activities and selected investment activities. Originated in 1896 from a merger between coal trading companies, SHV has evolved throughout the years by continually adapting to a changing business environment. Today, the company is present in 50 countries on all continents and employs approximately 47,000 people. SHV s entrepreneurship is reflected in its range of decentralised operations, which are active in energy distribution (SHV Energy), cash-and-carry wholesale (Makro), heavy lifting and transport activities (Mammoet) and industrial services (ERIKS). As an investor, SHV is involved in the exploration, development and production of oil and gas, primarily in the North Sea (Dyas), and in providing private equity to companies in the Benelux (NPM Capital). SHV invests for the long term, expanding and developing businesses and providing its customers with excellent products and 83

services, which add value. It achieves all this thanks to a team of people who are proud to be part of SHV. www.shv.nl 84

11.2 Joint press release dated 10 November 2014 JOINT PRESS RELEASE This is a joint press release by Nutreco and SHV pursuant to Article 5:25i, paragraph 2 Wft and Section 4, paragraph 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Nutreco. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States. 10 November 2014 SHV increases its recommended cash offer to 44.50 per Nutreco share SHV increases its recommended full public offer for Nutreco to 44.50 (cum dividend) in cash per issued and outstanding ordinary share of Nutreco SHV's Increased Offer price represents a premium of 58% to the closing price of Friday 17 October 2014 3 and a premium of 49% to the average closing price for the 3 months prior to and including that date Nutreco rejects the expression of interest from Cargill to, together with Permira, break up Nutreco through a structured transaction The Executive Board and the Supervisory Board of Nutreco fully support and unanimously recommend the Increased Offer from SHV Amersfoort/Utrecht, the Netherlands, 10 November, 2014 Nutreco N.V. ("Nutreco") and SHV Holdings N.V. ("SHV") jointly announce that they have amended their conditional agreement, previously announced on 20 October 2014, in connection with a public offer by SHV for all issued and outstanding ordinary shares in the capital of Nutreco. Under the terms of the amended conditional agreement, SHV has agreed (i) to increase its offer price from 40 (cum dividend) to 44.50 (cum dividend) in cash for each Nutreco ordinary share (the Increased Offer ), and (ii) amend the parties' respective termination rights with regard to Competing Offers. Background to SHV's Increased Offer By making the Increased Offer, SHV responds to an unsolicited expression of competing interest which Nutreco has received from Cargill, Incorporated ("Cargill") on 8 November 2014 as well as to comments from various Nutreco shareholders. Nutreco has informed SHV of Cargill's expression of competing interest in accordance with the conditional agreement between SHV and Nutreco dated 19 October 2014. 3 Last closing Share price prior to the initial joint announcement of the Offer 85

SHV's Increased Offer of 44.50 per Nutreco share is 11.25% higher than its initial offer. SHV's Increased Offer price represents a premium of 58% to the closing price of Friday 17 October 2014 and a premium of 49% to the average closing price for the 3 months prior to and including that date. SHV's Increased Offer values 100% of the issued and outstanding shares of Nutreco at 2,988 million. Cargill Nutreco announces that it has rejected such expression of competing interest from Cargill. Nutreco, together with its advisors, have concluded that Cargill's intention of breaking up the Nutreco business is fundamentally inconsistent with Nutreco's long-term growth strategy for the business as a whole. In its expression of competing interest, Cargill stated that, subject to satisfactory completion of a due diligence exercise, it would intend to make an offer of at least 43.20 in cash per Nutreco share. Cargill stated that it was exploring a structured transaction together with private equity firm Permira. This would result in a break up of Nutreco; Cargill would acquire the Fish Feed business and Permira would acquire the Animal Nutrition business. Cargill's expression of interest was still subject to the approval of Cargill's board of directors and contained substantial other execution uncertainties. The potential structure with regards to Permira's involvement was unclear. Taking into account the above, Nutreco concluded that Cargill's expression of competing interest is not in the interest of Nutreco's stakeholders. Full support and unanimous recommendation from the Executive Board and Supervisory Board of Nutreco The Executive Board and the Supervisory Board are of the opinion that SHV's Increased Offer will deliver superior benefits to the shareholders, employees, customers, partners and other stakeholders of Nutreco. The Executive Board and the Supervisory Board fully support and unanimously recommend SHV's Increased Offer for acceptance to the shareholders of Nutreco. Competing Offers Under the amended conditional agreement, Nutreco and SHV may terminate the conditional agreement in the event a bona fide third party makes an offer which, in the reasonable opinion of the Executive Board and the Supervisory Board, is a more beneficial offer than SHV's Increased Offer, taking into account the identity and track record of SHV and that of such third party, certainty of execution (including certainty of financing and compliance with all anti-trust and other regulatory laws), conditionality, the future plans of such third party with respect to Nutreco and its strategy, management, employees and other stakeholders of Nutreco (see also the Non-Financial Covenants as described in the initial joint announcement of 20 October 2014), provided, that the consideration per share exceeds SHV's Increased Offer price by 8% or more. In the event of such third party offer, SHV has the opportunity to match such offer, in which case the conditional agreement may not be terminated by Nutreco. 86

Other terms of the Increased Offer Except as described in this joint announcement, all terms of SHV's Increased Offer remain the same as announced on 20 October 2014. The indicative timetable for launch of SHV's Increased Offer also remains as previously announced. Other The Increased Offer will be made for the ordinary shares of Nutreco, a public limited liability company incorporated under Dutch law, and is subject to Dutch disclosure and procedural requirements, which are different from those of other jurisdictions. The Increased Offer will be subject to disclosure and other procedural requirements, including with respect to the Increased Offer timetable and settlement procedures that are different from those applicable under domestic tender offer procedures and laws of other jurisdictions. To the extent permissible under applicable law or regulation, SHV and its affiliates or brokers (acting as agents for SHV or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the intended Increased Offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Nutreco, that are the subject of the intended Increased Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information. In addition, financial advisors to SHV may also engage in ordinary course trading activities in securities of Nutreco, which may include purchases or arrangements to purchase such securities. General restrictions The information in this press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Nutreco in any jurisdiction. END OF PRESS RELEASE Media contacts Mark Woldberg Manager Media Relations Nutreco M +31 (0) 6 1503 3036 E mark.woldberg@nutreco.com Joost van Klink Company Secretary SHV E jklink@shv.nl Investor contacts Jurgen Pullens Director Investor Relations M +31 (0) 6 5159 9483 E jurgen.pullens@nutreco.com 87

About Nutreco Nutreco is a global leader in animal nutrition and fish feed. Our advanced feed solutions are at the origin of food for millions of consumers worldwide. Quality, innovation and sustainability are guiding principles, embedded in the Nutreco culture from research and raw material procurement to products and services for agriculture and aquaculture. Experience across 100 years brings Nutreco a rich heritage of knowledge and experience for building its future. Nutreco employs approximately 10,000 people in 30 countries, with sales in 80 countries. Nutreco is listed on the NYSE Euronext stock exchange in Amsterdam and reported annual revenue of 5.2 billion in 2013. www.nutreco.com About SHV SHV is a privately-held family company which aims to maintain its strong position in a number of operational activities and selected investment activities. Originated in 1896 from a merger between coal trading companies, SHV has evolved throughout the years by continually adapting to a changing business environment. Today, the company is present in 50 countries on all continents and employs approximately 47,000 people. SHV s entrepreneurship is reflected in its range of decentralised operations, which are active in energy distribution (SHV Energy), cash-and-carry wholesale (Makro), heavy lifting and transport activities (Mammoet) and industrial services (ERIKS). As an investor, SHV is involved in the exploration, development and production of oil and gas, primarily in the North Sea (Dyas), and in providing private equity to companies in the Benelux (NPM Capital). SHV invests for the long term, expanding and developing businesses and providing its customers with excellent products and services, which add value. It achieves all this thanks to a team of people who are proud to be part of SHV. www.shv.nl 88

11.3 SHV press release dated 11 November 2014 This is a press release by SHV Holdings N.V. pursuant to the provisions of Section 7, paragraph 1 sub a and Section 7, paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the intended public offer by SHV for all the issued and outstanding ordinary shares in the capital of Nutreco. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Nutreco. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States. UPDATE INTENDED OFFER BY SHV FOR NUTRECO Utrecht, the Netherlands, 11 November 2014 Reference is made to the joint press releases by SHV Holdings N.V. ("SHV") and Nutreco N.V. ("Nutreco") dated 20 October 2014 and 10 November 2014, respectively, in respect of the intended recommended public offer for all issued and outstanding ordinary shares in the capital of Nutreco at an offer price of EUR 44.50 (cum dividend) in cash for each Nutreco ordinary share, subject to customary conditions (the "Offer"). Pursuant to the provisions of Section 7, paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) requiring a public announcement within four weeks following the announcement of an intended public offer to provide a status update, SHV provides the following update. SHV confirms that it is making good progress on the preparations for the Offer. SHV has submitted a request for review and approval of its offer memorandum with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). The Offeror will publicly announce the availability of the offer memorandum and commencement of the offer period. As communicated before, the Offer is expected to commence during the last quarter of 2014. In addition, SHV (re-)confirms that it will pay the intended Offer with cash from its own available resources. SHV will not enter into any financing arrangements with third parties with regard to the intended Offer. Other The Offer will be made for the ordinary shares of Nutreco, a public limited liability company incorporated under Dutch law, and is subject to Dutch disclosure and procedural requirements, which are different from those of other jurisdictions. The Offer will be subject to disclosure and other procedural requirements, including with respect to the Offer timetable and settlement procedures that are different from those applicable under domestic tender offer procedures and laws of other jurisdictions. To the extent permissible under applicable law or regulation, SHV and its affiliates or brokers (acting as agents for SHV or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the intended Offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Nutreco, that are the subject of the intended Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information. In addition, financial advisors to SHV may also engage in ordinary course trading activities in securities of Nutreco, which may include purchases or arrangements to purchase such securities. 89

General restrictions The information in this press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Nutreco in any jurisdiction. Forward looking statements This press release may include forward-looking statements, including statements regarding the transaction and anticipated consequences and benefits of the transaction, the targeted close date for the transaction, the intended financing, as well as language indicating trends, such as anticipated and expected. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approvals. These forward looking statements speak only as of the date of this press release. SHV expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Although SHV believes that the assumptions upon which the information is based are reasonable, it can give no assurance that these assumptions will prove to be correct. SHV nor any of its advisors accepts any responsibility for any information contained in this press release relating to the business or operations or results or financial condition of SHV or Nutreco. This press release was issued by SHV Holdings N.V. Questions can be directed to Joost van Klink: jklink@shv.nl 90

11.4 Nutreco press release dated 26 November 2014 PRESS RELEASE Amersfoort, 26 November 2014 Offer Memorandum and Position Statement on SHV s offer expected early December Nutreco N.V. ( Nutreco ) announces that it has been informed by SHV Holdings N.V. ( SHV ) that the publication of the Offer Memorandum by SHV with regard to its intended cash offer for all Nutreco ordinary shares is expected to be published early December. Nutreco is expected to issue its Position Statement at the same date. Nutreco further reports that the offer process is on track. In accordance with market practice and regulatory requirements, the Offer Memorandum to be issued by SHV and the Position Statement to be issued by Nutreco will amongst others include detailed information on the process and the Boards decision-making leading to the offer, their financial assessment of the offer and its strategic rationale. Furthermore, it contains the fairness opinions issued to the Nutreco Boards by its financial advisors, transaction structure, governance and minority protection as well as the arrangements, including non-financial arrangements, between Nutreco and SHV. This information will address questions from shareholders and other stakeholders that Nutreco has received to date. On 10 November 2014, Nutreco and SHV jointly announced that SHV had agreed to increase its offer price per ordinary share from 40 (cum dividend) in cash to 44.50 (cum dividend) in cash for all issued and outstanding ordinary shares in the capital of Nutreco (the Increased Offer ). By agreeing the Increased Offer price with respect to the intended public offer, SHV responded to an expression of interest which Nutreco had received from Cargill, Incorporated ("Cargill") on 8 November 2014. Nutreco has understood from Cargill that they are evaluating the situation. Nutreco has not received further information since its public announcement on 10 November 2014. The boards of Nutreco will continue to act in accordance with their fiduciary duties taking into account the interests of its shareholders and all other stakeholders. This publication follows earlier public announcements of Nutreco and SHV on 20 October 2014 and 10 November 2014. Nutreco will issue additional statements if and when appropriate. This is an announcement in accordance with Section 4, paragraph 1 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) and Section 5:25i paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). END OF PRESS RELEASE 91

Driving sustainable growth Nutreco s strategy Driving sustainable growth' is to grow and improve profitability by providing innovative and sustainable nutritional solutions for its customers. This will be realised by focusing on a higher value-added portfolio of nutritional solutions such as premixes, feed specialties and fish feed, and by expanding into the growth geographies of Latin America, Russia, Asia and Africa, which will see the largest increases in both production and consumption of animal protein food products. Nutreco Nutreco is a global leader in animal nutrition and fish feed. Our advanced feed solutions are at the origin of food for millions of consumers worldwide. Quality, innovation and sustainability are guiding principles, embedded in the Nutreco culture from research and raw material procurement to products and services for agriculture and aquaculture. Experience across 100 years brings Nutreco a rich heritage of knowledge and experience for building its future. Nutreco employs approximately 10,000 people in 30 countries, with sales in 80 countries. Nutreco is listed on the NYSE Euronext stock exchange in Amsterdam and reported annual revenue of 5.2 billion in 2013. www.nutreco.com Investor and analyst enquiries Jurgen Pullens, Director Investor Relations T +31 (0) 33 422 6134 M +31 (0) 6 5159 9483 E jurgen.pullens@nutreco.com Media enquiries Mark Woldberg, Manager Corporate Communication T +31 (0) 33 422 6178 M +31 (0) 6 1503 3036 E mark.woldberg@nutreco.com Cautionary note regarding forward-looking statements This announcement contains forward-looking statements. Forward-looking statements are statements that are not based on historical fact, including statements about our beliefs and expectations. Any statement in this announcement that expresses or implies our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. Such statements are based on plans, estimates and projections as currently available to the management of Nutreco. Forward-looking statements therefore speak only as of the date they are made and we assume no obligation to publicly update any of them in the light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. A number of significant factors could therefore cause actual future results to differ materially from those expressed or implied in any forward-looking statement. Such factors include but are not limited to conditions on the markets in Europe, the United States and elsewhere from which we derive a substantial portion of our revenue, potential defaults on the part of borrowers or trading counterparties, the implementation of our restructuring programme including the envisaged reduction in headcount and the reliability of our risk management policies, procedures and methods. For more information on these and other factors, please refer to our annual report. The forward-looking statements contained in this announcement are made as of the date hereof and the companies assume no obligation to update any forwardlooking statement contained in this announcement. 92

12. DUTCH LANGUAGE SUMMARY Dit Hoofdstuk 12 is de Nederlandse samenvatting van het Biedingsbericht dat is uitgegeven ter zake van het openbaar bod dat door de Bieder is uitgebracht op alle aandelen in het geplaatste en uitstaande kapitaal van Nutreco met inachtneming van de voorwaarden zoals beschreven in het Biedingsbericht. De gedefinieerde termen in dit Hoofdstuk 12 van het Biedingsbericht hebben de betekenis die daaraan is gegeven in Hoofdstuk 12.2. Deze Nederlandse samenvatting maakt deel uit van het Biedingsbericht, maar vervangt dit niet. Deze Nederlandse samenvatting is niet volledig en bevat niet alle informatie die voor de Aandeelhouders van belang is om een afgewogen oordeel te kunnen vormen omtrent het Bod. Het lezen van deze Nederlandse samenvatting mag niet worden beschouwd als een alternatief voor het bestuderen van het volledige Biedingsbericht. Aandeelhouders wordt geadviseerd het volledige Biedingsbericht zorgvuldig door te lezen en zo nodig onafhankelijk advies in te winnen teneinde een afgewogen oordeel te kunnen vormen omtrent het Bod. Daarnaast wordt Aandeelhouders geadviseerd een onafhankelijke professionele adviseur te raadplegen met betrekking tot de fiscale gevolgen van het aanmelden van Aandelen onder het Bod. Waar deze Nederlandse samenvatting afwijkt van de Engelse tekst van het Biedingsbericht, prevaleert de Engelse tekst. 12.1 Belangrijke informatie Het uitbrengen van het Bod, de algemeenverkrijgbaarstelling van het Biedingsbericht, inclusief deze Nederlandse samenvatting, en/of de verspreiding van enige andere informatie met betrekking tot het Bod, kunnen in bepaalde jurisdicties aan restricties onderhevig zijn. Zie Hoofdstukken 2 (Restrictions) en 3 (Important Information) van het Biedingsbericht. Het Bod wordt direct noch indirect gedaan in, en mag niet worden aanvaard door of namens Aandeelhouders vanuit een jurisdictie waarin het uitbrengen van het Bod of het aanvaarden daarvan niet in overeenstemming is met de in die jurisdictie geldende wet- en regelgeving. Het niet in acht nemen van deze restricties kan een overtreding van de effectenwet- en regelgeving van de desbetreffende jurisdictie opleveren. SHV, de Bieder, Nutreco en hun respectievelijke adviseurs aanvaarden geen enkele aansprakelijkheid ter zake van overtredingen van voornoemde restricties. Aandeelhouders dienen zo nodig onafhankelijk advies in te winnen omtrent hun positie dienaangaande. De Bieder behoudt zich het recht voor om in het kader van het Bod de aanmelding van Aandelen te accepteren, zelfs indien dit niet gebeurt in overeenstemming met de bepalingen zoals uiteengezet in het Biedingsbericht. De informatie en verklaringen opgenomen op het voorblad, op de pagina s 1, 2 en 3 en in de Hoofdstukken 1 tot en met 6 (met uitzondering van de informatie opgenomen in de Hoofdstukken 6.6, 6.8, 6.10(b), 6.18, 6.19 en 6.21), 8, 9(b), 9(d), 10, 11, 12 en 18 van het Biedingsbericht zijn uitsluitend door de Bieder verstrekt. De informatie opgenomen in de Hoofdstukken 6.6, 6.8, 6.10(b), 6.18, 6.19, 6.21, 7, 13, 14, 15, 16, 17 en de verklaring opgenomen in paragraaf 9(e) van het Biedingsbericht is uitsluitend door Nutreco verstrekt. De informatie in Hoofdstuk 9 (aanhef) en paragrafen 9(a) en 9(c) is door de Bieder en Nutreco gezamenlijk verstrekt. Uitsluitend de Bieder en Nutreco zijn verantwoordelijk voor de juistheid en volledigheid van de informatie die in het Biedingsbericht is verstrekt, ieder afzonderlijk voor de informatie die door henzelf is verstrekt, en gezamenlijk voor de informatie in de eerste paragraaf van Hoofdstuk 9 (aanhef), 9(a) en 9(c) die door hen gezamenlijk is verstrekt. 93

De Bieder en Nutreco verklaren ieder afzonderlijk ten aanzien van de informatie die door henzelf in het Biedingsbericht is verstrekt, en gezamenlijk ten aanzien van de informatie in Hoofdstuk 9 (aanhef) en paragrafen 9(a) en 9(c) die door hen gezamenlijk is verstrekt, dat de informatie in het Biedingsbericht, voor zover hen redelijkerwijs bekend kan zijn, in overeenstemming is met de werkelijkheid en dat geen gegevens zijn weggelaten waarvan de vermelding de strekking van het Biedingsbericht zou wijzigen. De informatie opgenomen in Hoofdstukken 13.5, 14.6, 15.7 en de controleverklaring opgenomen in Hoofdstuk 16 is door Nutreco verkregen van KPMG. Nutreco bevestigt dat deze informatie op accurate wijze is gereproduceerd en dat geen feiten zijn weggelaten die ervoor zouden zorgen dat de gereproduceerde informatie niet accuraat of misleidend zou zijn. Getallen in het Biedingsbericht kunnen naar boven of beneden zijn afgerond en dienen derhalve niet als exact te worden beschouwd. 12.2 Nederlandse definities Aandeelhouder(s) Aandelen Aangemelde Aandelen Aangesloten Instellingen Aanmelding Aanmeldingstermijn AFM Bieder Bieder Groep Biedingsbericht betekent houder(s) van één of meer Aandelen; betekent de geplaatste en uitstaande gewone aandelen in het aandelenkapitaal van Nutreco, elk met een nominale waarde van EUR 0,12; betekent elk Aandeel dat voorafgaand aan of op de Uiterste Dag van Aanmelding op juiste wijze is aangemeld (of op onjuiste wijze, indien de Bieder de Aanmelding desalniettemin heeft aanvaard) en geleverd onder het Bod; betekent de tot Euronext Amsterdam aangesloten instellingen; betekent de aanmelding van Aandelen door de Aandeelhouders ter aanvaarding van het Bod; betekent de periode gedurende welke de Aandeelhouders hun Aandelen kunnen aanmelden bij de Bieder, beginnend om 09.00 uur CET, op 10 december 2014 en eindigend om 17:40 uur CET, op de Uiterste Dag van Aanmelding; betekent de Stichting Autoriteit Financiële Markten; betekent SHV Investments Limited, een besloten vennootschap met beperkte aansprakelijkheid, gevestigd te Athena House, Athena Drive, Warwick, Warwickshire, United Kingdom, CV34 6RL, geregistreerd bij de Companies House met registratienummer 09229699; betekent de Bieder en de aan haar Verbonden Partijen; betekent het Biedingsbericht met betrekking tot het Bod; Biedprijs heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.5; Bob betekent Besluit openbare biedingen Wft; 94

Bod CET betekent het bod zoals in het Biedingsbericht beschreven; betekent Central European Time; Concurrerend Bod betekent een geloofwaardig, schriftelijk, en nietuitgelokt/ongevraagd voorstel van een bona fide derde om een (openbaar) bod te doen op alle Nutreco aandelen of op nagenoeg de gehele onderneming van Nutreco of een fusie van Nutreco met een partij of een ander voorstel van een bona fide derde waarbij er sprake zou zijn van een change of control van Nutreco of vrijwel geheel haar onderneming, welke naar het redelijk oordeel van de Raad van Bestuur en Raad van Commissarissen, na raadpleging van Nutreco's financiële en juridische adviseurs, in acht nemende de identiteit en track record van de Bieder en die van deze derde, executiezekerheid (inclusief zekerheid van financiering en voldoen aan alle mededingings- en andere regulatoire wetgeving), voorwaardelijkheid, de hoogte en de soort van de koopprijs, de toekomstige plannen van deze derde met Nutreco en Nutreco s strategie, management, werknemers en andere stakeholders en de andere belangen van alle stakeholders van Nutreco, een gunstiger bod is dan het Bod en: (i) 8% (acht procent) hoger is dan de Biedprijs; ingeval het Concurrerend Bod een bod is voor (substantieel) alle bezittingen van de Nutreco Groep zal de berekening worden gemaakt op basis van netto opbrengst uit te keren aan de Aandeelhouders als gevolg van zo n transactie (te waarderen op 20 oktober 2014) berekend op een per aandeel basis; (ii) verplichtingen bevat van deze bona fide derde die substantieel hetzelfde zijn, of beter vanuit het perspectief van Nutreco, als de verplichtingen opgenomen in Hoofdstuk 6.15 (Nonfinancial covenants); en (iii) bindend is voor de derde in de zin dat deze derde (a) zich voorwaardelijk heeft verbonden jegens Nutreco om een transactie in lijn met het Concurrerend Bod uit te brengen binnen acht (8) weken na het doen van een openbare mededeling zoals beschreven onder (b) hierna, of (b) het voornemen tot het doen van een transatie in lijn met het Concurrerend Bod publiekelijk heeft aangekondigd, waarbij de openbare mededeling de voorgestelde prijs per Nutreco aandeel en de relevante opschortende voorwaarden van een dergelijk bod en het aanvangstijdstip daarvan dient te bevatten; Dag van Gestanddoening Dag van Overdracht Due Diligence Onderzoek heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.9(c); heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.9(f); betekent het due diligence onderzoek uitgevoerd door SHV naar de historische financiële, operationele, commerciële, juridische, treasury, IT, HR en fiscale aspecten van de Nutreco Groep; 95

EBITDA Euronext Amsterdam Fusieovereenkomst Gecommitteerde Aandelen Initiële Aankondiging betekent earnings before interest, taxes, depreciation and amortisation; betekent de beurs van Euronext Amsterdam, de gereguleerde markt van Euronext Amsterdam N.V.; betekent de fusieovereenkomst tussen SHV en Nutreco zoals overeengekomen en ondertekend op 19 oktober 2014 en zoals door SHV en Nutreco gewijzigd op 9 november 2014; heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.8(a)(i); betekent SHV s en Nutreco s gezamenlijke openbare mededeling van de voorwaardelijke overeenstemming over het Bod d.d. 20 oktober 2014; Initiële SHV Voorstel heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.11; KPMG Medewerkers Participatieregelingen Minimale Acceptatie Voorwaarde Na-aanmeldingstermijn Nutreco Aandeelhoudersvergadering Nutreco Groep Omwissel- en Betaalkantoor Optieovereenkomst Peildatum Raad van Bestuur Raad van Commissarissen betekent KPMG Accountants N.V.; betekent Nutreco s (i) LTIP, (ii) Employee share plan, (iii) Bonus conversion plan, en (iv) de bestaande werknemers cash bonus plannen; heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.8(a)(i); betekent een periode van twee (2) weken na afloop van de Aanmeldingstermijn gedurende welke Aandeelhouders die hun Aandelen nog niet hebben aangemeld onder het Bod de kans wordt gegeven dit alsnog te doen, op dezelfde wijze en onder dezelfde voorwaarden als opgenomen in het Biedingsbericht; betekent de informatieve aandeelhoudersvergadering van Nutreco, die zal worden gehouden ingevolge artikel 18 lid 1 van het Bob ten minste zes (6) Werkdagen voor afloop van de Aanmeldingstermijn; betekent Nutreco en de met haar verbonden groepsmaatschappijen; betekent ABN AMRO Bank N.V.; betekent de koopoptieovereenkomst betreffende de cumulatief beschermingspreferente aandelen tussen de Stichting en Nutreco; betekent 17 oktober 2014, de laatste Werkdag voor de Initiële Aankondiging; betekent de raad van bestuur van Nutreco; betekent de raad van commissarissen van Nutreco; Speciale Commissie heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.11; Standpuntbepaling betekent de standpuntbepaling van Nutreco, die geen onderdeel 96

uitmaakt van het Biedingsbericht; Stichting Toepasselijke Regelgeving betekent de Stichting Continuïteit Nutreco; betekent alle toepasselijke wet- en regelgeving, inclusief maar niet beperkt tot de toepasselijke bepalingen van en alle nadere regelgeving en beleidsregels die zijn vastgesteld of anderszins gelding hebben krachtens de Wft, het Bob, de beleidsregels en instructies van de AFM, de Wet op de ondernemingsraden, het SER-Besluit Fusiegedragsregels 2000, de regelgeving en beleidsregels van Euronext Amsterdam, en voor zover van toepassing, het Burgerlijk Wetboek, en de relevante effecten- en medezeggenschapsregelgeving in andere relevante jurisdicties en relevante mededingingswetgeving; Uiterste Dag van Aanmelding betekent de tijd en datum waarop het Bod afloopt, zijnde om 17:40 uur CET, op 17 februari 2015, tenzij de Aanmeldingstermijn is verlengd in overeenstemming met artikel 15 van het Bob, in welk geval de Uiterste Dag van Aanmelding zal zijn de dag waarop de verlengde Aanmeldingstermijn afloopt; Uitkering heeft de betekenis die daaraan is gegeven in Hoofdstuk 12.5; Voorwaarden betekent de opschortende voorwaarden waarvan de Bieder s verplichting het Bod gestand te doen afhankelijk is gesteld zoals uiteengezet in Hoofdstuk 12.8(a); Verbonden Partijen betekent in relatie tot the Bieder en/of Nutreco, een dochtermaatschappij of moedervennootschap van de Bieder en/of Nutreco en een dochtermaatschappij van een dergelijk moedervennootschap, in ieder geval van tijd tot tijd; Werkdag(en) Wft betekent een dag anders dan een zaterdag of zondag waarop banken in Nederland, ingevolge de Algemene Bank-CAO, en Euronext Amsterdam open zijn; en betekent Wet op het financieel toezicht. 12.3 Uitnodiging aan de Aandeelhouders Onder verwijzing naar de verklaringen, voorwaarden en beperkingen zoals opgenomen in de Hoofdstukken 2 (Restrictions) en 3 (Important Information) van het Biedingsbericht worden Aandeelhouders uitgenodigd om hun Aandelen aan te bieden op de wijze en onder de voorwaarden zoals in dit Biedingsbericht beschreven. 12.4 Het Bod De Bieder brengt het Bod uit teneinde alle Aandelen te verwerven van de Aandeelhouders, onder de voorwaarden en conform de bepalingen en beperkingen zoals opgenomen in het Biedingsbericht. Op voorwaarde dat het Bod gestand wordt gedaan, zullen de Aandeelhouders de Biedprijs per Aangemeld Aandeel ontvangen. 97

De Biedprijs vertegenwoordigt: (i) (ii) (iii) (iv) (v) een premie van 58% (achtenvijftig procent) ten opzichte van de slotkoers per Aandeel op Euronext Amsterdam op de Peildatum; een premie van 49% (negenenveertig procent) ten opzichte van de gemiddelde slotkoers per Aandeel op Euronext Amsterdam gedurende een periode van 3 (drie) maanden eindigend op de Peildatum; een premie van 43% (drieënveertig procent) ten opzichte van de gemiddelde slotkoers per Aandeel op Euronext Amsterdam gedurende een periode van 6 (zes) maanden eindigend op de Peildatum; een premie van 36% (zesendertig procent) ten opzichte van de gemiddelde slotkoers per Aandeel op Euronext Amsterdam gedurende een periode van 12 (twaalf) maanden eindigend op de Peildatum; en een premie van 27% (zevenentwintig procent) ten opzichte van de mediaan van de koersdoelen van analisten voor de Aandelen, gepubliceerd na Nutreco s H1 resultaten op 24 juli 2014 tot en met de Peildatum (de mediaan van het koersdoel van analisten bedroeg EUR 35,00 (vijfendertig euro) per Aandeel). De betrokken onderzoeksanalisten zijn ABN AMRO, Alpha Value, Berenberg, Equita SIM, Goldman Sachs, ING, KBC, Kempen & Co, Petercam, Rabobank, SNS Reaal en Theodoor Gilissen. Ter vergelijking, de mediaan van de premie betaald over de genormaliseerde aandelenkoers (slotkoers per aandeel op de dag voor aankondiging van de transactie of materiële openbare speculatie over een transactie, indien van toepassing) is 31% (eenendertig procent) bij openbare biedingen op 100% (honderd procent) van de aandelen van Nederlandse vennootschappen genoteerd aan Euronext Amsterdam met een enterprise value groter dan EUR 500 miljoen (vijfhonderd miljoen) die werden aangekondigd en afgerond in de vijf (5) jaar voor de Peildatum, terwijl de Biedprijs een premie van 58% (achtenvijftig procent) ten opzichte van de slotkoers per Aandeel op Euronext Amsterdam op de Peildatum vertegenwoordigt. De geselecteerde transacties zijn: Canon/Oce, Johnson & Johnson/Crucell, Prysmian/Draka Holding, NSI/Vastned, Mexichem/Wavin, Advent/Mediq, Boskalis/Dockwise, JAB Consortium/D.E Master Blenders 1753, Advent/UNIT4, Liberty Global/Ziggo, Klépierre/Corio en Apax/Exact. 12.5 Biedprijs Voor elk aangemeld Aandeel biedt de Bieder een vergoeding van EUR 44,50 (vierenveertig euro en vijftig cent) (cum dividend) in contanten (de Biedprijs). Indien enige dividenduitkering of andere uitkering op de Aandelen (elk een Uitkering en tezamen de Uitkeringen) wordt vastgesteld door Nutreco (waarbij de record date die bepalend is voor gerechtigheid tot een dergelijke Uitkering gelegen is tussen 19 oktober 2014 en de Dag van Overdracht), zal de Biedprijs worden verminderd met het volledige bedrag van een dergelijke Uitkering gedaan door Nutreco per Aandeel (vóór toepassing van enige relevante heffingen). Elke aanpassing van de Biedprijs ten gevolge van een Uitkering vastgesteld door Nutreco zal door middel van een persbericht in overeenstemming met Hoofdstuk 5.11 (Announcements) van het Biedingsbericht kenbaar worden gemaakt. 98

12.6 Rationale van het Bod De belangrijkste drijfveer voor het Bod is het langetermijnperspectief van Nutreco. Als privaat familiebedrijf met een bewezen langetermijnfocus en toewijding, zal SHV Nutreco in staat stellen zich te concentreren op het verwezenlijken van haar strategische agenda. SHV heeft de financiële mogelijkheden om Nutreco s ambities te realiseren en om de groei van Nutreco te versnellen op basis van een prudente financiële strategie. Historisch gezien heeft SHV een lange zakelijke bewezen staat van dienst en onderhoudt SHV goede relaties in Azië en andere opkomende markten die worden beschouwd als groeimarkten voor Nutreco. Het doel van SHV is om waardevolle ondernemingen te creëren en daarmee een duurzame toekomst voor alle betrokkenen te bouwen. Duurzame groei op de lange termijn en het overdragen van waarde aan de volgende generatie is de kern van haar aanpak richting bedrijven. SHV heeft in het verleden ondernemingen overgenomen en deze ondernemingen vervolgens uitgebouwd door overnames en door organische groei. Zowel Nutreco als SHV opereert wereldwijd met een hoofdkantoor in Nederland en heeft een goede reputatie. Zij delen dezelfde strategische en financiële uitgangspunten, waaronder een focus op business-to-business activiteiten en een voorkeur voor industrieën met een lage volatiliteit, en industrieën die voorzien in dagelijkse basisbehoeften, zoals voedsel. Tevens delen beide ondernemingen een sterke focus op de opleiding en ontwikkeling van mensen, en de verwachting is dat zij elkaar zullen versterken met betrekking tot het aantrekken en verder ontwikkelen van talent. De voortzetting van Nutreco s identiteit, cultuur, waarden, merken, organisatie en strategisch doel biedt een goede toekomst voor de perspectieven van werknemers, leveranciers en klanten. Nutreco biedt SHV de mogelijkheid om de voedsel-gerelateerde markt te betreden, verschaft een goed groeiplatform in opkomende markten, heeft een sterk management met een goede reputatie en heeft een toonaangevende positie in nichemarkten. Nutreco s huidige Aandeelhouders kunnen profiteren van een faire prijs, een aantrekkelijke premie en een hoge transactiezekerheid gezien SHV het totale Bod financiert uit eigen middelen bestaande uit contanten (zie Hoofdstuk 12.7). 12.7 Financiering van het Bod De Bieder is in staat aan haar verplichting onder het Bod te voldoen met contanten waarover zij reeds beschikt, en zal in verband met (de financiering van) haar verplichtingen onder het Bod geen financieringsovereenkomst(en) aangaan met partijen buiten de Bieder Groep. Verwezen wordt naar de Initiële Aankondiging (zie Hoofdstuk 11.1), SHV s en Nutreco s gezamenlijke persbericht de dato 10 november 2014 (zie Hoofdstuk 11.2) en SHV s persbericht de dato 11 november 2014 (zie Hoofdstuk 11.3). 12.8 Voorwaarden, afstand en vervulling (a) Voorwaarden Niettegenstaande de andere bepalingen in het Biedingsbericht, is de Bieder verplicht het Bod gestand te doen indien aan elk van de volgende Voorwaarden wordt voldaan, tenzij daarvan afstand wordt gedaan op of voor de Uiterste Dag van Aanmelding: (i) het totale aantal Aandelen (i) aangemeld onder het Bod en (ii) rechtstreeks of niet rechtstreeks gehouden door de Bieder of een van haar Verbonden Partijen of 99

onvoorwaardelijk en onherroepelijk schriftelijk door Aandeelhouders tot verkoop aan de Bieder of haar Verbonden Partijen toegezegd, op de enige voorwaarde dat het Bod gestand wordt gedaan (tezamen de Gecommitteerde Aandelen), moet ten minste 95% (vijfennegentig procent) van het totale geplaatste aandelenkapitaal van Nutreco, met uitzondering van Aandelen die door Nutreco of haar groepsvennootschappen zelf worden gehouden, op de Uiterste Dag van Aanmelding vertegenwoordigen (de Minimale Acceptatie Voorwaarde); (ii) (iii) (iv) (v) (vi) (vii) (viii) één van de volgende omstandigheden heeft uiterlijk op de Uiterste Dag van Aanmelding plaatsgevonden: (i) de Europese Commissie en alle andere relevante mededingingsautoriteiten in landen waar een deel van Nutreco s Groep zaken doet hebben ieder een besluit uitgevaardigd met betrekking tot het Bod waarin zij hun goedkeuring verlenen voor de voorgestelde concentratie of hebben aangegeven dat geen goedkeuring vereist is of (ii) het verstrijken, verlopen of eindigen van alle toepasselijke wachttijden of andere periodes (inclusief verlengingen daarvan) onder enige toepasselijke wetgeving of regelingen in de relevante jurisdicties; de Stichting zal haar koopoptierecht onder de Optieovereenkomst niet geheel of gedeeltelijk hebben uitgeoefend en er zullen geen cumulatief beschermingspreferente aandelen D in Nutreco zijn uitgegeven en de Stichting zal onherroepelijk, en met als enige voorwaarde dat het Bod gestand wordt gedaan, afstand gedaan hebben van haar recht om de koopoptie onder de Optieovereenkomst ten aanzien van de cumulatief beschermingspreferente aandelen D in het kapitaal van Nutreco uit te oefenen; er is geen Concurrerend Bod uitgebracht; geen derde heeft een recht verkregen, of een overeenkomst gesloten, om zich aan te melden voor aandelen in het kapitaal van Nutreco, met uitzondering van de rechten om aandelen in Nutreco te verkrijgen onder de Optieovereenkomst of de Medewerkers Participatieregelingen; de Raad van Bestuur noch de Raad van Commissarissen hebben hun aanbeveling ingetrokken, gewijzigd of gekwalificeerd of een openbare mededeling gedaan of toegestaan die tegenstrijdig is met hun positie met betrekking tot het Bod tenzij (in geval één of meer leden van de Raad van Bestuur of de Raad van Commissarissen onjuist is aangehaald of per ongeluk of zonder opzet zulke wijzigingen, aanpassingen, kwalificaties of publieke tegenstrijdige mededelingen heeft gedaan) Nutreco de betreffende aanbeveling van (de relevante leden van) de Raad van Bestuur of de Raad van Commissarissen binnen achtenveertig (48) uur nadat Nutreco op de hoogte is gekomen van de publicatie van een dergelijk verkeerde aanhaling, wijziging, aanpassing, kwalificatie of publieke, tegenstrijdige mededeling heeft herbevestigd; er is geen bevel, aanhouding, uitspraak of vonnis uitgevaardigd door enige rechtbank, arbitraal college, regering, overheidsinstantie of andere toezichthoudende of administratieve instantie, en van kracht, of enige wet, regel, wetgeving, overheidsaanwijzing of maatregel uitgevaardigd, van kracht of van toepassing verklaard op het Bod welke het afronden van het Bod op enige wezenlijke wijze (zonder voorafgaande toestemming) verbiedt of vertraagt of redelijkerwijs mogelijk verbiedt of vertraagt; geen mededeling is ontvangen van de AFM, waarin wordt gesteld dat het Bod is uitgebracht in strijd met enige bepaling van hoofdstuk 5.5 van de Wft of de bepalingen van het Bob en dat, ingevolge artikel 5:80 van de Wft, effecteninstellingen niet zouden mogen meewerken aan de uitvoering en voltooiing van het Bod; 100

(ix) (x) handel in de Aandelen is niet permanent opgeschort door Euronext Amsterdam of opgeschort op zo n moment en voor zolang dat daardoor de Bieder de Voorwaarde in Hoofdstuk 12.8(a)(i) niet kan vervullen; geen verandering, effect, gebeurtenis of omstandigheid (elk een Materieel Negatieve Verandering) die individueel of in samenhang met andere Veranderingen die zich hebben voorgedaan na 19 oktober 2014, een materieel negatief effect heeft of zal hebben op de onderneming, de cash flow, de financiële of handelspositie of bezittingen van Nutreco Groep als geheel tezamen, dat van zodanige aard is dat van de Bieder redelijkerwijs niet kan worden verwacht dat zij het Bod gestand zal doen, en die niet wordt veroorzaakt door: (A) (B) (C) (D) wijzigingen van toepasselijke wetten of regelgeving of de interpretatie daarvan na de datum van de Fusieovereenkomst; wijzigingen in economieën in het algemeen of in de industrie waarin de Nutreco Groep opereert na 19 oktober 2014; een aangelegenheid die de Bieder of haar adviseurs bekend was voorafgaand aan 19 oktober 2014, of welke redelijkerwijs te begrijpen is op grond van de informatie die beschikbaar is gesteld aan de Bieder als onderdeel van het due diligence onderzoek, of informatie die door een lid van de Nutreco Groep in de publieke registers is opgenomen of door Nutreco publiek is gemaakt ingevolge toepasselijke wetten of regelgeving; of de aankondiging, het uitbrengen of het implementeren van het Bod; (xi) (xii) (b) Nutreco heeft geen inbreuk gemaakt op enige bepaling uit de Fusieovereenkomst, voor zover deze inbreuk naar verwachting (i) redelijkerwijs materieel negatieve consequenties heeft of kan hebben voor Nutreco, de Bieder of het Bod en (ii) niet kan worden hersteld binnen tien (10) dagen na ontvangst door Nutreco van een schriftelijke aanmaning van de Bieder of niet is hersteld binnen tien (10) dagen na ontvangst door Nutreco van een schriftelijke aanmaning van de Bieder; en de algemene vergadering van aandeelhouders van Nutreco de besluiten heeft genomen om de nieuwe leden van de Raad van Commissarissen te benoemen zoals voorgedragen door de Bieder en om de statuten van Nutreco te wijzigen. Afstand De Voorwaarden uiteengezet in Hoofdstuk 12.8(a) paragrafen (ii), (vii) en (ix) zijn opgenomen ten behoeve van zowel de Bieder als Nutreco en hiervan mag, voor zover toegestaan op grond van de wet, alleen door middel van een schriftelijke kennisgeving afstand worden gedaan door beide partijen gezamenlijk. De Voorwaarde uiteengezet in Hoofdstuk 12.8(a) paragraaf (viii) is opgenomen ten behoeve van zowel de Bieder als Nutreco en hiervan mag geen afstand worden gedaan. De Voorwaarden uiteengezet in Hoofdstuk 12.8(a) paragrafen (iii), (iv), (v), (vi), (x), (xi) en (xii) zijn opgenomen ten behoeve van de Bieder en hiervan mag, voor zover toegestaan op grond van de wet, te allen tijde (geheel of gedeeltelijk) afstand worden gedaan door de Bieder, door middel van een schriftelijke kennisgeving aan Nutreco. Zonder af te doen aan de mogelijkheid van de Bieder om de Minimale Acceptatie Voorwaarde in te roepen, is de Minimale Acceptatie Voorwaarde opgenomen ten behoeve van de Bieder, en de Bieder 101

mag te allen tijde van Minimale Acceptatie Voorwaarde afstand doen door middel van een schriftelijke kennisgeving aan Nutreco, echter indien het totaal van de Gecommitteerde Aandelen minder bedraagt dan 66⅔% (zesenzestig tweederde procent) van Nutreco s geplaatst kapitaal, exclusief de aandelen die voor eigen rekening gehouden worden door Nutreco of één van haar groepsmaatschappijen op de Uiterste Dag van Aanmelding, is voor afstand van de Minimale Acceptatie Voorwaarde vereist dat de Raad van Bestuur en de Raad van Commissarissen voorafgaande schriftelijke toestemming geven. (c) Vervulling van Voorwaarden Overeenkomstig de in artikel 12 lid 2 van het Bob opgenomen verbodsbepaling hangt de vervulling van elk van de Voorwaarden niet af van de wil van de Bieder. Zowel de Bieder als Nutreco zullen hun uiterste best doen om zo snel als redelijkerwijs mogelijk is de vervulling van de Voorwaarden te bewerkstelligen, met dien verstande dat uiterste best inhoudt dat: met betrekking tot Voorwaarde 12.8(a)(ii) van de Bieder wordt verlangd om in geval van mogelijke zorgen van de relevante mededingingsautoriteit, (A) zulke remedies aan te bieden die nodig zijn om te verzekeren dat Voorwaarde 12.8(a)(ii) zo spoedig mogelijk wordt vervuld, vooropgesteld dat deze remedies enkel de Nutreco Groep beïnvloeden, en (B) alles te doen wat een mededingingsautoriteit verlangt (inclusief de verkoop van bezittingen of ondernemingen) en alle toezeggingen te doen, inclusief voorwaarden, verplichtingen en andere vereisten, die nodig zijn om goedkeuring te verkrijgen van alle relevante mededingingsautoriteiten. Het proces van het indienen van de meldingen bij de relevante mededingingsautoriteiten is momenteel gaande; de Bieder heeft de melding bij de Europese Commissie ingediend op 24 november 2014. Wanneer op enig moment de Bieder of Nutreco kennis neemt van een feit dat of omstandigheid die ertoe zou kunnen leiden dat een Voorwaarde niet wordt vervuld, zal de Bieder respectievelijk Nutreco daarvan onmiddellijk schriftelijk op de hoogte worden gesteld. 12.9 Aanmelding (a) Aanmeldingstermijn De aanmeldingstermijn vangt aan om 09:00 uur, CET op 10 december 2014 en eindigt om 17:40 uur CET, op 17 februari 2015, tenzij de Aanmeldingstermijn wordt verlengd in overeenstemming met Hoofdstuk 12.9(d) (Verlenging). Indien aan alle Voorwaarden van het Bod is voldaan of, voor zover van toepassing, daarvan afstand is gedaan, zal de Bieder alle Aandelen aanvaarden die op geldige wijze zijn aangemeld (of op ongeldige wijze, indien de Bieder de aanmelding desalniettemin heeft aanvaard) en niet zijn ingetrokken ingevolge artikel 5b lid 5, artikel 15 leden 3 en 8 en artikel 15a lid 3 van het Bob, met inachtneming van de procedures zoals uiteengezet in Hoofdstuk 12.10. (b) Recht tot intrekking Aandelen die zijn aangemeld op of voorafgaand aan de Uiterste Dag van Aanmelding mogen niet worden ingetrokken, behoudens het recht tot intrekking van elke aanmelding: (i) (ii) gedurende enige verlenging van de Aanmeldingstermijn in overeenstemming met de bepalingen in artikel 15 lid 3 van het Bob; na een aankondiging van een verplicht openbaar bod in overeenstemming met de bepalingen van artikel 5b lid 5 van het Bob (mits dergelijke Aandelen al aangemeld waren voorafgaand 102

aan de aankondiging en werden ingetrokken binnen zeven (7) Werkdagen na de aankondiging); (iii) (iv) na indiening van een succesvol verzoek tot het vaststellen van een redelijke prijs voor een verplicht openbaar bod in overeenstemming met de bepalingen van artikel 15 lid 8 van het Bob (mits dergelijke Aandelen al aangemeld waren voorafgaand aan het verzoek en werden ingetrokken binnen zeven (7) Werkdagen na de beslisdatum); of na de verhoging van de Biedprijs die erin resulteert dat de Biedprijs niet langer bestaat uit slechts contanten en er een document dat daaraan gerelateerd is algemeen verkrijgbaar wordt gemaakt in overeenstemming met de bepalingen in artikel 15a lid 3 van het Bob (mits dergelijke Aandelen reeds aangemeld waren voorafgaand aan het algemeen verkrijgbaar stellen van het document en werden ingetrokken binnen zeven (7) dagen nadat het document algemeen verkrijgbaar is gesteld). Indien de Aanmeldingstermijn verlengd wordt, zullen alle Aandelen die hiervoor zijn aangemeld en niet worden ingetrokken onder het Bod vallen. Aandelen die zijn aangemeld gedurende een verlenging van de Aanmeldingstermijn kunnen niet worden ingetrokken, behoudens hetgeen bepaald in artikel 5b lid 5, artikel 15 leden 3 en 8 en artikel 15a lid 3 van het Bob, zoals hierboven in deze paragraaf beschreven. (c) Gestanddoening Het Bod wordt gedaan onder voorbehoud van de vervulling van de Voorwaarden zoals uiteengezet in Hoofdstuk 12.8(a). Van de Voorwaarden kan afstand worden gedaan, voor zover toegestaan bij wet, zoals uiteengezet in Hoofdstuk 12.8(b). Indien de Bieder of Nutreco voornemens is geheel of gedeeltelijk afstand te doen van één of meerdere Voorwaarden in overeenstemming met het bepaalde in Hoofdstuk 12.8(b), dan zal de Bieder daarvan kennis geven aan de Aandeelhouders zoals voorgeschreven door de Toepasselijke Regelgeving. De Bieder zal niet later dan op de derde (3e) Werkdag na de Uiterste Dag van Aanmelding, zijnde de Dag van Gestanddoening, vaststellen of aan de Voorwaarden is voldaan dan wel daarvan afstand is gedaan als uiteengezet in Hoofdstuk 12.8(b), voor zover wettelijk toegestaan. Bovendien zal de Bieder op de Dag van Gestanddoening een openbare mededeling doen inhoudende dat ofwel (i) het Bod gestand wordt gedaan, ofwel (ii) het Bod wordt verlengd in overeenstemming met artikel 15 van het Bob, ofwel (iii) het Bod wordt beëindigd omdat niet is voldaan aan de Voorwaarden en daarvan geen afstand is gedaan, alles met inachtneming van Hoofdstuk 12.8(b), 12.8(c) en artikel 16 van het Bob. Indien het Bod niet gestand wordt gedaan, zal de Bieder de reden hiervan openbaar mededelen. Indien de Bieder openbaar meedeelt het Bod gestand te doen, zal de Bieder de Aangemelde Aandelen accepteren en kan zij het Bod laten voortduren gedurende een Na-aanmeldingstermijn, zoals uiteengezet in Hoofdstuk 12.9(e). (d) Verlenging Indien één of meer van de Voorwaarden als uiteengezet in Hoofdstuk 12.8(a) niet is vervuld op de Uiterste Dag van Aanmelding of indien hiervan geen afstand is gedaan in overeenstemming met Hoofdstuk 12.8(b), dan kan de Bieder indien zij daarvoor kiest in overeenstemming met artikel 15 leden 1 en 2 van het Bob, de Aanmeldingstermijn verlengen voor een minimale periode van twee (2) weken en een maximale periode van tien (10) weken teneinde deze Voorwaarden in vervulling te doen gaan of daarvan afstand te doen. Als op de Uiterste Dag van Aanmelding de totaal Gecommiteerde Aandelen meer dan 80% (tachtig procent) van Nutreco s geplaatst kapitaal vertegenwoordigen, met uitzondering van de Aandelen die door Nutreco of haar 103

groepsvennootschappen voor henzelf worden gehouden, dan moet de Bieder de Aanmeldingstermijn voor tenminste twee (2) weken verlengen. Verlenging van de Aanmeldingstermijn kan éénmalig geschieden (verlenging voor meer dan één periode is slechts mogelijk met goedkeuring van de AFM, welke alleen in uitzonderlijke omstandigheden gegeven zal worden). In geval van een dergelijke verlenging zullen alle verwijzingen in het Biedingsbericht naar 17:40 uur, CET, op de Uiterste Dag van Aanmelding, wijzigen naar de laatste datum en tijd van de verlengde Aanmeldingstermijn, tenzij uit de context anderszins blijkt. Indien het Bod wordt verlengd, zodat de verplichting op grond van artikel 16 van het Bob om openbaar mede te delen of gestanddoening van het Bod wordt uitgesteld, zal een openbare mededeling in die zin uiterlijk dienen te worden gedaan op de derde (3e) Werkdag na de Uiterste Dag van Aanmelding, in overeenstemming met de bepalingen van artikel 15 leden 1 en 2 van het Bob. Indien de Bieder de Aanmeldingstermijn verlengt, zal het Bod aflopen op de uiterste datum en tijd waarop de Bieder de Aanmeldingstermijn verlengt. Gedurende een verlenging van de Aanmeldingstermijn blijft elk Aandeel dat is aangemeld en niet is ingetrokken onderworpen aan het Bod, behoudens het recht van elke Aandeelhouder om de Aandelen die hij of zij reeds heeft aangemeld in te trekken, in overeenstemming met artikel 15 lid 3 van het Bob en behoudens de intrekkingsrechten die beschikbaar zijn op grond van artikel 5b lid 5, artikel 15 lid 8 en artikel 15a lid 3 van het Bob zoals bepaald in Hoofdstuk 12.9(b). (e) Na-aanmeldingstermijn Indien de Bieder openbaar mededeelt het Bod gestand te doen, zal de Bieder, in overeenstemming met artikel 17 van het Bob, binnen drie (3) Werkdagen na de Dag van Gestanddoening een Naaanmeldingstermijn aankondigen van twee (2) weken, gedurende welke termijn Aandeelhouders die hun Aandelen niet hebben aangemeld gedurende de Aanmeldingstermijn alsnog hun Aandelen onder dezelfde voorwaarden als het Bod mogen aanmelden. De Bieder zal de resultaten van de Na-aanmeldingstermijn en het totale aantal en percentage van de door haar gehouden Aandelen uiterlijk op de derde (3e) Werkdag na afloop van de Naaanmeldingstermijn openbaar mededelen, in overeenstemming met artikel 17 lid 4 van het Bob. Tijdens een dergelijke Na-aanmeldingstermijn zal de Bieder doorgaan met het aanvaarden van alle Aandelen die op geldige wijze zijn aangemeld (of op ongeldige wijze, indien de Bieder de aanmelding desalniettemin heeft aanvaard) en betaling voor dergelijke Aandelen zal plaatsvinden zo snel als redelijkerwijs mogelijk is, maar in ieder geval niet later dan op de vijfde (5e) Werkdag na afloop van de laatste dag van de Na-aanmeldingstermijn. Gedurende de Na-aanmeldingstermijn hebben Aandeelhouders die hun Aandelen gedurende de Aanmeldingstermijn of gedurende de Na-aanmeldingstermijn op geldige wijze hebben aangemeld (of op ongeldige wijze, indien de Bieder de aanmelding desalniettemin heeft aanvaard) niet het recht om hun Aandelen in te trekken. (f) Overdracht Indien de Bieder openbaar mededeelt het Bod gestand te doen, zullen Aandeelhouders die hun Aandelen ter aanvaarding van het Bod op geldige wijze hebben aangemeld (of op ongeldige wijze, indien de Bieder de aanmelding desalniettemin heeft aanvaard) en hun Aandelen hebben geleverd voor aanvaarding op grond van het Bod op of voorafgaand aan de Uiterste Dag van Aanmelding, binnen vijf (5) Werkdagen volgend op de Uiterste Dag van Aanmelding (de Dag van Overdracht), de Biedprijs ontvangen voor elk Aangemeld Aandeel, vanaf welk moment ontbinding of vernietiging 104

van een aanmelding of levering niet zal zijn toegestaan. Overdracht zal enkel plaatsvinden indien het Bod gestand wordt gedaan. 12.10 Aanvaarding door Aandeelhouders Aandeelhouders die hun Aandelen houden via een Aangesloten Instelling wordt verzocht om hun Aanmelding via hun bewaarnemer, bank of commissionair niet later dan om 17:40 uur CET, op de Uiterste Dag van Aanmelding kenbaar te maken, tenzij de Aanmeldingstermijn is verlengd overeenkomstig Hoofdstuk 12.9(d). De bewaarnemer, bank of commissionair kan een eerdere uiterste datum vaststellen voor de communicatie door Aandeelhouders zodat de bewaarnemer, bank of commissionair voldoende tijd heeft om de Aanmelding door te geven aan het Omwissel- en Betaalkantoor. Aangesloten Instellingen mogen de Aanmeldingen slechts indienen bij het Omwissel- en Betaalkantoor en alleen in schriftelijke vorm. Bij het indienen van de Aanmeldingen dienen Aangesloten Instelling te verklaren dat: (i) zij de aangemelde Aandelen in hun administratie hebben opgenomen, (ii) de betrokken Aandeelhouder onherroepelijk garandeert dat hij/zij zal voldoen aan alle restricties die worden genoemd in de Hoofdstukken 2 (Restrictions) en 3 (Important Information) van het Biedingsbericht, en (iii) zij zich verplicht om de Aangemelde Aandelen tegen ontvangst van de Biedprijs te leveren aan de Bieder op de Dag van Overdracht, onder voorwaarde dat het Bod gestand is gedaan. Met inachtneming van artikel 5b lid 5, artikel 15 leden 3 en 8 en artikel 15a lid 3 van het Bob, zal het aanmelden van Aandelen als aanvaarding van het Bod leiden tot onherroepelijke instructies om (i) de levering van de Aangemelde Aandelen tegen te houden, zodat op of voorafgaand aan de Dag van Overdracht geen van de leveringen van de Aandelen uitgevoerd kan worden (anders dan aan het Omwissel- en Betaalkantoor op of voorafgaand aan de Dag van Overdracht indien het Bod gestand wordt gedaan en de Aandelen aanvaard zijn voor aankoop of indien intrekkingsrechten beschikbaar zijn in overeenstemming met Hoofdstuk 12.9(b)) en om (ii) de effectenrekening waarop dergelijke Aandelen worden gehouden op de Dag van Overdracht te debiteren ten aanzien van de Aangemelde Aandelen, tegen betaling bij het Omwissel- en Betaalkantoor van de Biedprijs per Aandeel. 12.11 Besluitvorming en aanbeveling van de Raad van Bestuur en de Raad van Commissarissen Na een inleidend telefoongesprek op vrijdag 19 september 2014 van de voorzitter van de raad van commissarissen van SHV aan de voorzitter van de Raad van Commissarissen, en van de CEO van SHV aan de CEO van Nutreco, ontving Nutreco op maandag 22 september 2014 een brief waarin SHV een op eigen initiatief ongevraagd indicatief niet-bindend voorstel deed voor de verwerving van alle uitstaande Aandelen door middel van een openbaar bod (het Initiële SHV Voorstel). Het Initiële SHV Voorstel bevatte een prijs-bandbreedte die overeenstemde met multiples die zijn betaald in vergelijkbare eerdere transacties in de relevante industrie. Daarnaast uitte SHV haar steun voor Nuteco s langetermijnstrategie en deed zij tevens voorstellen voor het waarborgen van de belangen van Nutreco en haar stakeholders en ter verzekering van een hoge transactiezekerheid. Na een twee weken durend proces van analyse en evaluatie van het Initiële SHV Voorstel en Nutreco's strategische alternatieven (inclusief een voortdurend standalone scenario) door de Raad van Bestuur en de Raad van Commissarissen en hun adviseurs, zijn Nutreco en SHV onderhandelingen gestart die primair focusten op de geboden prijs en de mogelijkheden van beide partijen om zich te committeren aan een efficiënt proces. Op vrijdag 9 oktober 2014 heeft Nutreco SHV gelegenheid gegeven om een high-level due diligence onderzoek te starten. Gedurende de periode waarin het due diligence onderzoek plaatsvond zijn door leden van Nutreco s management team presentaties gegeven aan SHV. De financiële informatie die 105

is verschaft aan SHV was alleen gerelateerd aan de periode vóór 30 juni 2014; geen forward-looking statements zijn gemaakt; in het bijzonder is geen informatie verschaft die kwalificeert als koersgevoelige informatie. Op zondagavond 19 oktober 2014 hebben Nutreco en SHV de Fusieovereenkomst ondertekend waarin SHV zich onder meer committeerde om, afhankelijk van een aantal voorwaarden, het Bod uit te brengen en de Raad van Bestuur en de Raad van Commissarissen zich committeerde om het Bod van EUR 40,00 (cum dividend) in contanten per Aandeel aan te bevelen. Nutreco en SHV hebben op 20 oktober 2014 de Initiële Aankondiging gedaan. Op zondag 9 november 2014, na nieuwe onderhandelingen met Nutreco, heeft SHV de Biedprijs verhoogd naar EUR 44,50 (cum dividend) in contanten per Aandeel en hebben Nutreco en SHV een amendement op de Fusieovereenkomst getekend. Verwezen wordt naar Hoofdstuk 11.2 (Joint press release dated 10 November 2014). Na het Initiële SHV Voorstel is een speciale commissie van de Raad van Commissarissen ingesteld bestaande uit de heer J.M. de Jong, de heer J.A.J. Vink en de heer P.S. Overmars (de Speciale Commissie) met als doel de Raad van Bestuur te adviseren, voor het opstellen van een passend antwoord op het Initiële SHV Voorstel, en op alle onverwachte ontwikkelingen en ten behoeve van toekomstige vergaderingen van de Raad van Commissarissen een eerste analyse te maken. De heer Vink is begin november als lid van de Speciale Commissie vervangen door mevrouw H.W.P.M.A. Verhagen vanwege een potentieel tegenstrijdig belang, zoals beschreven in de Standpuntbepaling. De Raad van Commissarissen is gedurende het hele proces actief betrokken geweest. De gesprekken met de Raad van Commissarissen werden uitgebreid voorbereid door de Speciale Commissie. Alle aan het Bod gerelateerde besluiten van Nutreco zijn genomen na uitgebreid overleg tussen de Raad van Bestuur en de Raad van Commissarissen. In het bijzonder de besluiten om een Fusieovereenkomst met SHV aan te gaan en deze Fusieovereenkomst later te amenderen, zijn door de Raad van Bestuur en de Raad van Commissarissen gezamenlijk genomen na uitgebreid overleg. De Raad van Bestuur en de Raad van Commissarissen hebben financieel advies gekregen van de Corporate Finance afdeling van ING Bank N.V.; de Raad van Commissarissen heeft financieel advies gekregen van Leonardo & Co. B.V. De Raad van Bestuur en de Raad van Commissarissen hebben juridisch advies gekregen van De Brauw Blackstone Westbroek N.V. Na 17 november 2014 hebben de Raad van Bestuur en de Raad van Commissarissen ook financieel advies gekregen van Bank of America Merrill Lynch en juridisch advies gekregen van Skadden, Arps, Slate, Meagher & Flom LLP. De Raad van Bestuur en de Raad van Commissarissen hebben een fairness opinion ontvangen van de Corporate Finance afdeling van ING Bank N.V. en de Raad van Commissarissen heeft daarnaast een fairness opinion ontvangen van Leonardo & Co. B.V. De Corporate Finance afdeling van ING Bank N.V. en Leonardo & Co. B.V. hebben betoogd dat vanuit financieel oogpunt het Bod fair is jegens de Aandeelhouders. Verwezen wordt naar de fairness opinions, zoals die zijn opgenomen in de Standpuntbepaling. Onder verwijzing naar het bovenstaande, en onverlet de voorwaarden en condities opgenomen in de Fusieovereenkomst, ondersteunen de Raad van Bestuur en de Raad van Commissarissen het Bod volledig en bevelen zij unaniem Aandeelhouders aan het Bod te accepteren. Zij bevelen ook aan om op de Nutreco Aandeelhoudersvergadering voor alle in Hoofdstuk 6.21 beschreven voorstellen te stemmen. Meer informatie is opgenomen in de Standpuntbepaling. 106

12.12 De gevolgen van het Bod met betrekking tot liquiditeit en beëindiging beursnotering De aankoop van Aandelen door de Bieder op grond van het Bod zal onder andere het aantal Aandeelhouders en het aantal Aandelen dat onder andere omstandigheden publiekelijk zou worden verhandeld verminderen. Indien het Bod gestand wordt gedaan en de Bieder 95% (vijfennegentig procent) van de Aandelen verkrijgt, zal de beursnotering van de Aandelen aan Euronext Amsterdam zo spoedig mogelijk worden beëindigd. Bovendien zal de Bieder volgend op de afronding van het Bod, met inachtneming van de voorwaarden van de Fusieovereenkomst, elke procedure kunnen inleiden die beschreven is in Hoofdstuk 12.13, inclusief procedures die ertoe zouden leiden dat de beursnotering van de Aandelen (inclusief de Aandelen die niet zijn aangemeld) beëindigd wordt, hetgeen de liquiditeit en de marktwaarde van de Aandelen negatief zal (kunnen) beïnvloeden. Het beleid van Euronext Amsterdam staat het beëindigen van een beursnotering niet toe totdat minstens 95% (vijfennegentig procent) van de beursgenoteerde Aandelen gehouden worden door een enkele entiteit of door een groep die gecontroleerd wordt door een enkele entiteit, tenzij de Aandelen verdwijnen als gevolg van een juridische fusie. Als gevolg hiervan zal de free float in Aandelen aanmerkelijk verminderd worden na afronding van het Bod en kunnen de handelsvolumes en liquiditeit van de Aandelen negatief worden beïnvloed. De Bieder beoogt geen liquiditeitsmechanisme op te zetten voor de Aandelen die niet zijn aangemeld na de Dag van Overdracht. 12.13 Herstructureringen na de Uiterste Dag van Aanmelding De Bieder beoogt uiteindelijk 100% (honderd procent) van de Aandelen en/of volledige (juridische en economische) eigendom van Nutreco s business te verkrijgen. De Bieder en Nutreco zijn voornemens om, zo spoedig mogelijk nadat het Bod gestand is gedaan, (i) Nutreco s notering aan Euronext Amsterdam en de noteringsovereenkomst tussen Nutreco en Euronext Amsterdam met betrekking tot de notering van de Aandelen te beëindigen, en (ii) de Bieder of één van haar dochtervennootschappen, de Aandelen die nog niet gehouden worden gehouden door de Bieder te laten verwerven. (a) Indien de Bieder en haar Verbonden Partijen alleen of samen met Nutreco ten minste 95% (vijfennegentig procent) van de Aandelen houden zal de Bieder een uitkoopprocedure beginnen in overeenstemming met de artikelen 2:92a of 2:201a van het Burgerlijk Wetboek of een uitstootprocedure na openbaar bod in overeenstemming met art. 2:359c van het Burgerlijk Wetboek, om de Aandeelhouders uit te kopen/uit te stoten die hun Aandelen niet hebben aangemeld onder het Bod. De minderheidsaandeelhouders zullen in een dergelijke procedure de Biedprijs aangeboden krijgen voor hun Aandelen, tenzij er financiële, bedrijfsmatige of andere omstandigheden zijn die een andere prijs rechtvaardigen, in overeenstemming met respectievelijk artikel 2:92a lid 5, 2:201a lid 5 of artikel 2:359c lid 6 van het Burgerlijk Wetboek. (b) Zonder af te doen aan hetgeen hierboven in Hoofdstuk 12.13(a) is bepaald, is de Bieder bevoegd om te (laten) effecturen en, onder voorbehoud van de te zijner tijd vereiste goedkeuringen in overeenstemming met de hieronder in dit Hoofdstuk 12.13(b) beschreven goedkeuringen stemt Nutreco in met de effectuering van enige andere herstructurering van de Nutreco Group het doel een optimale operationele, juridische, financiële en/of fiscale structuur te verwezenlijken, in overeenstemming met de Toepasselijke Regelgeving en Nederlands recht in het algemeen, waarbij sommige herstructureringen het (neven-)effect 107

kunnen hebben dat zij zorgen voor het verwateren van de overgebleven minderheidsaandeelhouders van Nutreco. De herstructureringen die hier worden bedoeld omvatten in ieder geval, maar niet uitsluitend: (i), een (grensoverschrijdende) juridische (driehoeks-)fusie, (ii) een volgend openbaar bod (iii) een juridische (driehoeks-)splitsing, (iv) een inbreng van bezittingen in Nutreco in ruil voor een uitgifte van nieuwe aandelen Nutreco, (v) een verkoop van alle of vrijwel alle bezittingen van Nutreco, (vi) een uitkering van opbrengsten, contanten en/of bezittingen aan de aandeelhouders van Nutreco, (vii) verkoop en levering van bezittingen en verplichtingen door de Bieder of haar Verbonden Partijen aan Nutreco of door een entiteit van de Nutreco Groep aan de Bieder of haar Verbonden Partijen, (viii) omzetting van Nutreco in een besloten vennootschap met beperkte aansprakelijkheid, (ix) een combinatie van (enkele van) voornoemde herstructureringen of (x) enige andere transacties, herstructureringen, aandelen uitgiften of procedures met betrekking tot Nutreco en/of één of meer aan haar verbonden groepsmaatschappijen die vereist zouden zijn om het hiervoor genoemde doel te realiseren. Bij de toepassing van enige herstructurering zullen de belangen van minderheidsaandeelhouders van Nutreco zorgvuldig worden meegewogen. Een herstructurering zal onderworpen zijn aan goedkeuring van de Raad van Commissarissen inclusief de bevestigende stem van twee onafhankelijke leden van de Raad van Commissarissen. (c) In het geval de Bieder het Bod gestand heeft gedaan en samen met haar Verbonden Partijen niet 95% (vijfennegentig procent) of meer van de Aandelen heeft verworven na het verstrijken van de Na-aanmeldingstermijn, is Bieder voornemens, maar niet verplicht, om een van de twee volgende herstructureringen, of een combinatie hiervan, toe te passen, zonder af te doen aan de mogelijkheden van de Bieder om een andere herstructurering toe te passen zoals beschreven in Hoofdstuk 12.13(b). De juridische (driehoeks-)fusie De eerste meest waarschijnlijke herstructurering is een juridische (driehoeks-)fusie tussen Nutreco en een (directe of indirecte) Nederlandse dochtervennootschap van Bieder in overeenstemming met de artikelen 2:309 en art. 2:333a van het Burgerlijk Wetboek (waarbij dit laatste artikel verwijst naar de driehoeksfusie, als gevolg waarvan de aandeelhouders van de verdwijnende vennootschap aandeelhouder zullen worden van een vennootschap die verbonden is aan de verkrijgende vennootschap) waarbij Nutreco de verdwijnende vennootschap zal zijn en de (directe of indirecte) Nederlandse dochtervennootschap van Bieder de verkrijgende vennootschap. De driehoeksfusie kan tot gevolg hebben dat het belang van de minderheidsaandeelhouders verwatert. Indien de minderheidsaandeelhouders na de juridische fusie minder dan 5% (vijf procent) van de geplaatste en uitstaande aandelen van (de relevante Verbonden partij van) de Bieder houden, is de meerderheidsaandeelhouder in (de relevante Verbonden partij van) de Bieder voornemens een uitkoopprocedure in overeenstemming met artikel 2:201a van het Burgerlijk Wetboek te starten. De activa/passiva transactie en ontbinding De tweede meest waarschijnlijke herstructurering is een verkoop door Nutreco van haar volledige onderneming (bestaande uit alle bezittingen en verplichtingen van Nutreco) aan een indirecte dochtermaatschappij van de Bieder, tegen betaling van contanten en een schuldvordering. Hierna zal Nutreco worden ontbonden, waarop de liquidatieopbrengsten van de ontbonden vennootschap onder inhouding van dividendbelasting uitgekeerd worden aan de aandeelhouders (in contanten aan de minderheidsaandeelhouders en in de vorm van een schuldvordering aan de directe dochtermaatschappij van de Bieder die de Aandelen houdt). 108

12.14 Het meewegen van de belangen van minderheidsaandeelhouders na de Dag van Overdracht Met betrekking tot het meewegen van de belangen van minderheidsaandeelhouders na de Dag van Overdracht wordt specifiek verwezen naar Hoofdstukken 6.13(b) (Alternative Post-Closing Restructuring) (last paragraph), 6.15(e) (Holding costs), 6.15(f) (Minority shareholders), 6.15(d)(i)- 6.15(d)(vii) (Financing of Nutreco), 6.15(h) (Deviation), 6.15(j) (Duration) en 6.16 (Composition of the Supervisory Board following Settlement). 12.15 Samenstelling van de Raad van Bestuur en Raad van Commissarissen De Raad van Bestuur zal direct na de Dag van Overdracht bestaan uit de heren K. Nesse, CEO, en G. Boon, CFO, (i.e. de leden van de huidige Raad van Bestuur), met inachtneming van dwingend recht. De Raad van Commissarissen zal direct na de Dag van Overdracht bestaan uit de volgende vijf (5) leden: de heer P.S. Overmars, de heer J.A.J. Vink, de heer S.R. Nanninga, de heer B.L.J.M. Beerkens, en de heer W. van der Woerd. De heer J.M. de Jong, de heer A. Puri en mevrouw H.W.P.M.A. Verhagen zullen per de Dag van Overdracht aftreden. Het is het voornemen om de heer Overmars te benoemen als voorzitter van de Raad van Commissarissen na de Dag van Overdracht. 12.16 Governance Bieder en SHV De raad van bestuur van de Bieder bestaat uit de heren S. Rennie, A.E. Thompson, T. Collins, J. van Klink en C. Dekker. De raad van bestuur van SHV bestaat uit de heren S. R. Nanninga, B.L.J.M. Beerkens en W. van der Woerd. De raad van comissarissen van SHV bestaat uit: mevrouw A.M. Fentener van Vlissingen (voorzitter), de heer P.A.F.W. Elverding, de heer P.C. Klaver, de heer A. Burgmans, de heer R.W.J. Groenink, de heer Ph.C.O.E.A. Von Hammerstein-Loxten, mevrouw P. Mars Wright, de heer M.L. Mautner Markhof en mevrouw M.J. Oudeman. 12.17 Aankondigingen Iedere aankondiging met betrekking tot dit Biedingsbericht zal verstrekt worden door middel van een persbericht. Onder voorbehoud van de wettelijke vereisten op grond van de Toepasselijke Regelgeving en zonder afbreuk te doen aan de manier waarop de Bieder een openbare mededeling wenst te doen, zal op de Bieder geen enkele verplichting rusten om een openbare mededeling te doen anders dan zoals uiteengezet in Hoofdstuk 5.11 (Announcements). 109

12.18 Beoogd tijdschema Verwachte datum en tijd Gebeurtenis (Alle tijden zijn CET) 5 december 2014 Publicatie van het persbericht waarin de algemeenverkrijgbaarstelling van het Biedingsbericht en de aanvang van de Aanmeldingstermijn worden medegedeeld 09:00 uur, 10 december 2014 Aanvang van de Aanmeldingstermijn 14.30 uur, 9 februari 2015 Nutreco Aandeelhoudersvergadering, op welke vergadering onder andere het Bod zal worden besproken 17:40 uur, 17 februari 2015 Uiterste Dag van Aanmelding: Uiterste datum waarop Aandeelhouders hun Aandelen kunnen aanmelden, tenzij de termijn wordt verlengd in overeenstemming met artikel 15 van het Bob Uiterlijk drie (3) Werkdagen na de Uiterste Dag van Aanmelding Uiterlijk vijf (5) Werkdagen na de Uiterste Dag van Aanmelding Uiterlijk drie (3) Werkdagen na de Dag van Gestanddoening Dag van Gestanddoening: De dag waarop de Bieder zal aankondigen of het Bod al dan niet gestand wordt gedaan in overeenstemming met artikel 16 van het Bob Dag van Overdracht: De dag waarop, overeenkomstig de voorwaarden van het Bod, de Bieder de Biedprijs zal betalen voor elk Aangemeld Aandeel Na-aanmeldingstermijn: Indien het Bod gestand is gedaan, zal de Bieder een Na-aanmeldingstermijn aankondigen van twee (2) weken in overeenstemming met artikel 17 van het Bob 110

13. SELECTED CONSOLIDATED FINANCIAL INFORMATION NUTRECO 13.1 Basis for preparation In accordance with the Decree, selected consolidated financial information of Nutreco has been prepared and included in this Section 13 (Selected Consolidated Financial Information Nutreco), comprising summaries of the consolidated statements of financial position, consolidated statements of comprehensive income and the consolidated cash flow statements for the financial years 2011, 2012 and 2013. This selected consolidated financial information has been derived from: (a) (b) (c) the consolidated financial statements for the financial year 2011 as audited by KPMG, which issued an independent auditor's report thereon, without qualification, on 8 February 2012; and the consolidated financial statements for the financial year 2012 as audited by KPMG, which issued an independent auditor's report thereon, without qualification, on 6 February 2013; and the consolidated financial statements for the financial year 2013 as audited by KPMG, which issued an independent auditor's report thereon, without qualification, on 5 February 2014. The consolidated financial statements from which the selected consolidated financial information has been derived were prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission, and Part 9 of Book 2 of the Dutch Civil Code. The selected consolidated financial information set out below contains summaries only of the consolidated statements of financial position, the consolidated statements of comprehensive income, and the consolidated cash flow statements, excluding related note disclosures and a description of significant accounting policies. For a better understanding of Nutreco s financial position, income and cash flows, the selected consolidated financial information should be read in conjunction with the unabbreviated audited consolidated financial statements for the financial years 2011, 2012 and 2013, including the related note disclosures and a description of significant accounting policies applied for each of these years. A summary of the significant accounting policies of the Nutreco consolidated financial statements for the financial year 2013 is outlined in Section 16 (Financial statements 2013 of Nutreco). The consolidated financial statements of Nutreco for the third (3rd) quarter of 2014 are outlined in Section 15. 111

13.2 Consolidated statement of comprehensive income relating to the financial years ended 31 December 2011, 2012 and 2013 ( x million) 2011 2012 2013 Revenue 4,721.1 5,229.1 3,867.1 Raw materials and consumables used -3,709.1-4,142.6-3,097.2 Change in fair value of biological assets 0.3-0.2-0.1 Changes in inventories of finished goods and work in progress 3.4 10.1 12.6 Gross margin 1,015.7 1,096.4 782.4 Other operating income 8.4 8.9 8.0 Personnel cost -456.9-481.0-338.2 Depreciation and amortisation expenses -66.9-72.4-56.1 (Reversal of) impairment of long-lived assets -9.1 0.6 - Other operating expenses -295.5-317.3-201.1 Operating result from continuing operations 195.7 235.2 195.0 Financial income 7.5 5.9 5.6 Financial expenses -35.2-32.3-34.8 Foreign exchange result 0.4 0.4 0.6 Net financing costs -27.3-26.0-28.6 Share in result of associates and other investments 3.2 3.2 3.5 Result before tax from continuing operations 171.6 212.4 169.9 Income tax expense -45.5-54.1-42.4 Result after tax from continuing operations 126.1 158.3 127.5 Result after tax from discontinued operations 5.1-0.6 23.3 Gain on sale of discontinued operations, net of tax - 19.9 - Result after tax from discontinued operations 5.1 19.3 23.3 Total result for the period 131.2 177.6 150.8 Other comprehensive income Items that will not be reclassified to profit or loss Defined benefit plan actuarial results 10.9 Related tax -0.4 Total items that will not be reclassified to profit or loss 10.5 Items that may be reclassified subsequently to profit or loss Currency translation differences: Net foreign exchange differences on foreign operations 11.5-2.1-106.3 Net foreign exchange differences on net investment hedges -13.0-4.6 58.2 Net result on revaluation related to inflation accounting 0.6 1.5-0.7 Cash flow hedges: Effective portion of changes in fair value of cash flow hedges related to (cross currency) interest rate derivatives 3.8 4.9 1.4 Net change in fair value of cash flow hedges related to interest rate derivatives reclassified to profit or loss -3.5-1.5-1.3 Net change in cash flow hedges of foreign exchange transactions 2.9-2.0 0.2 Net change in cash flow hedges of commodity derivatives - 0.1 - Related tax -1.6 2.8 3.8 Total items that may be reclassified subsequently to profit or loss 0.7-0.9-44.7 Other comprehensive income for the period, net of tax 0.7-0.9-34.2 Total comprehensive income for the period 131.9 176.7 116.6 Continued> 112

Consolidated statement of comprehensive income relating to the financial years ended 31 December 2011, 2012 and 2013 (cont d) ( x million) 2011 2012 2013 Total result attributable to Owners of Nutreco 130.5 176.8 150.2 Non-controlling interest 0.7 0.8 0.6 Total result for the period 131.2 177.6 150.8 Total comprehensive income attributable to Owners of Nutreco 131.2 175.9 116.0 Non-controlling interest 0.7 0.8 0.6 Total comprehensive income for the period 131.9 176.7 116.6 Earnings per share - continuing operations ( ) 1 Basic earnings per share 3.59 4.53 1.85 Diluted earnings per share 3.58 4.51 1.84 Number of ordinary shares (x 1,000) 1 Weighted average number of ordinary shares outstanding during the year 34,882 34,764 68,768 Weighted average number of ordinary shares for diluted earnings per share 35,036 34,764 69,112 Number of ordinary shares outstanding as at 31 December 34,766 34,600 68,868 Key figures - continuing operations Earnings Before Interest, Tax and Amortisation (EBITA) 208.7 249.5 208.9 Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 262.6 307.6 251.1 1 On 2 May 2013, the shares of Nutreco were split at a 2:1 ratio (doubled). The reported number of shares and the corresponding earnings per share for the financial years 2011 and 2012 (as stated in table above) have not been adjusted for this. If and when adjusted for comparison reasons (number of shares doubled), the numbers would be stated as follows for 2011 and 2012: 2011 2012 Earnings per share - continuing operations ( ) Basic earnings per share 1.80 2.27 Diluted earnings per share 1.79 2.26 Number of ordinary shares (x 1,000) Weighted average number of ordinary shares outstanding during the year 69,764 69,528 Weighted average number of ordinary shares for diluted earnings per share 70,072 69,930 Number of ordinary shares outstanding as at 31 December 69,532 69,200 Please note that the auditor s report as stated in section 13.5 of this Offer Memorandum does not apply to the numbers in this footnote. 113

13.3 Consolidated statements of financial position relating to the financial years ended 31 December 2011, 2012 and 2013 ( x million) 2011 2012 2013 Assets Property, plant and equipment 583.3 639.6 500.1 Intangible assets 360.5 408.1 429.4 Investments in associates 23.2 26.8 29.4 Other investments 45.2 42.4 27.6 Employee benefits 6.1 8.0 0.2 Deferred tax assets 26.1 19.0 26.4 Total non-current assets 1,044.4 1,143.9 1,013.1 Inventories 296.8 370.1 286.1 Biological assets 140.5 165.0 4.1 Income tax receivables 9.4 11.9 15.4 Trade and other receivables 742.0 857.4 696.6 Cash and cash equivalents 176.8 263.0 146.9 Assets classified as held for sale 139.5 6.5 462.0 Total current assets 1,505.0 1,673.9 1,611.1 Total assets 2,549.4 2,817.8 2,624.2 Equity Issued and paid-up share capital 8.4 8.4 8.4 Share premium 159.5 159.5 159.5 Treasury shares -18.7-29.4-49.5 Hedging reserve -5.5-4.0-3.7 Retained earnings 602.1 667.7 733.1 Undistributed result 130.5 176.8 150.2 Translation reserve -1.8-7.0-55.8 Equity attributable to owners of Nutreco 874.5 972.0 942.2 Non-controlling interest 8.7 9.1 19.6 Total equity 883.2 981.1 961.8 Liabilities Interest-bearing borrowings 370.3 481.4 359.7 Employee benefits 11.7 12.8 29.0 Provisions 2.1 0.7 1.8 Deferred tax liabilities 31.1 27.0 28.4 Trade and other payables - - 21.3 Total non-current liabilities 415.2 521.9 440.2 Interest-bearing borrowings 58.4 43.4 139.0 Employee benefits 39.0 37.5 24.5 Provisions 2.9 5.6 2.0 Income tax liabilities 29.3 23.7 25.2 Trade and other payables 1,044.8 1,204.6 714.7 Liabilities classified as held for sale 76.6-316.8 Total current liabilities 1,251.0 1,314.8 1,222.2 Total liabilities 1,666.2 1,836.7 1,662.4 Total equity and liabilities 2,549.4 2,817.8 2,624.2 114

13.4 Consolidated cash flow statement relating to the financial years ended 31 December 2011, 2012 and 2013 ( x million) 2011 2012 2013 Result after tax from continuing operations 126.1 158.3 127.5 Net financing costs 27.3 26.0 28.6 Share in results of associates and other investments -3.2-3.2-3.5 Income tax expense 45.5 54.1 42.4 Impairment losses on property, plant and equipment 6.9 0.7 - Reversal of impairment losses on property, plant and equipment -0.5-1.3 - Impairment losses on intangible assets 2.7 - - Depreciation 53.9 58.1 42.2 Amortisation 13.0 14.3 13.9 Equity settled share-based payment expense 3.5 3.7 4.0 Changes in fair value of other investments 4.6 - - Changes in fair value of biological assets -0.3 0.2 0.1 Changes in fair value foreign exchange contracts -2.2-6.0-11.6 Settlement foreign exchange derivatives - - 24.0 Loss/(gain) on sale of property, plant and equipment 0.1-0.6 0.2 Gain on sale of financial assets - -0.1 - Gain on sale of assets held for sale - - -0.1 Loss on sale of activities - - 1.3 Cash flows from operating activities before changes in working capital and provisions 277.4 304.2 269.0 Increase in working capital -37.0-43.7-52.5 Increase/decrease in employee benefits 0.9-3.3-2.6 Increase/decrease in provisions 0.4 1.0-2.2 Cash generated from operations 241.7 258.2 211.7 Interest received 4.1 4.4 1.8 Interest paid -33.3-29.0-31.6 Income taxes paid -37.8-55.7-39.7 Dividends received 2.6 1.0 0.8 Net cash from operating activities 177.3 178.9 143.0 Acquisition of property, plant and equipment -97.5-118.3-85.7 Acquisition of intangible assets -6.3-19.4-20.0 Acquisition of subsidiary net of cash acquired -24.5-26.6-74.3 Acquisition of associates - - -3.1 Acquisition of other investments -15.5-3.4-1.4 Proceeds from the sale of property, plant and equipment 4.7 2.6 1.0 Proceeds from the sale of intangible assets - 0.2 - Proceeds from the sale of associates - 0.1 - Proceeds from the sale of activities - - 6.0 Received from other investments 1.7 2.7 9.3 Proceeds from the sale of assets held for sale - 1.0 0.3 Settlement foreign exchange derivatives - - 28.1 Net cash used in investing activities -137.4-161.1-139.8 Continued> 115

Consolidated cash flow statement relating to the financial years ended 31 December 2011, 2012 and 2013 (cont d) ( x million) 2011 2012 2013 Usage of treasury shares 1.3 1.5 1.3 Repurchase own shares -40.5-47.2-56.5 Dividends paid to owners of Nutreco -27.8-35.7-41.7 Dividends paid to owners of non-controlling interest -0.2-0.4 - Acquisition of non-controlling interest -4.6-29.7-4.3 Repayment of borrowings -146.7-92.9-25.6 Proceeds from borrowings 167.7 220.4 1.4 Net cash used in financing activities -50.8 16.0-125.4 Net cash flow received from discontinued operations 1.1 77.4 14.9 Net decrease/increase in cash and cash equivalents -9.8 111.2-107.3 Cash and cash equivalents at 1 January 143.0 136.7 243.5 Net decrease/increase in cash and cash equivalents -9.8 111.2-107.3 Effect of exchange rate fluctuations on cash held 3.5-4.4-3.9 Cash and cash equivalents for the cash flow statement at balance sheet date 136.7 243.5 132.3 116

13.5 Independent auditor's report on the selected consolidated financial information of Nutreco To: the Executive Board and Supervisory Board of Nutreco N.V. We refer to the selected consolidated financial information of Nutreco N.V., Boxmeer, as included in sections 13.2, 13.3 and 13.4 of this Offer Memorandum. The financial figures for the years 2011, 2012 and 2013 of this selected consolidated financial information, comprising summaries of the consolidated statements of financial position as at 31 December 2011, 31 December 2012 and 31 December 2013, the consolidated statements of comprehensive income and the consolidated cash flow statements for the years then ended, are derived from the audited consolidated financial statements of Nutreco N.V. for the years 2011, 2012 and 2013. We expressed an unqualified audit opinion on those consolidated financial statements in our reports dated 8 February 2012, 6 February 2013 and 5 February 2014 respectively. Those consolidated financial statements, and the selected consolidated financial statements, do not reflect the effects of events that occurred subsequent to the date of our report on those financial statements. The selected consolidated financial information as included in sections 13.2, 13.3 and 13.4 of the Offer Memorandum does not contain all the disclosures required by International Financial Reporting Standards as adopted by the European Union and by Part 9 of Book 2 of the Netherlands Civil Code. Reading the selected consolidated financial statements, therefore, is not a substitute for reading the audited consolidated financial statements of Nutreco N.V. Management s responsibility Management is responsible for the preparation of the selected consolidated financial information, in accordance with the criteria as set out in the Basis for preparation paragraph in the Offer Memorandum. Auditor s responsibility Our responsibility is to express an opinion on the 2011, 2012 and 2013 selected consolidated financial information comprising summaries of the consolidated statements of financial position, consolidated statements of comprehensive income and consolidated cash flow statements of Nutreco N.V. based on our procedures, which were conducted in accordance with Dutch law, including the Dutch Standard on Auditing 810 Engagements to report on summary financial statements. Opinion In our opinion, the 2011, 2012 and 2013 selected consolidated financial information as included in sections 13.2, 13.3 and 13.4 of this Offer Memorandum and as derived from the audited 2011, 2012 and 2013 consolidated financial statements of Nutreco N.V. is consistent, in all material respects, with those financial statements, in accordance with the criteria as set out in the Basis for preparation paragraph in the Offer Memorandum. Restriction on use The selected consolidated financial information and our auditor s report thereon are intended solely for enclosure in the Offer Memorandum in connection with the recommended cash offer of SHV Holdings N.V. and cannot be used for other purposes. Amstelveen, 5 December 2014 KPMG Accountants N.V. R.P. Kreukniet RA 117

14. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF NUTRECO FOR THE YEAR ENDED 31 DECEMBER 2013 14.1 Basis for preparation The following unaudited combined pro forma financial information is presented to illustrate the financial impact of the reversal of the classification of the Compound Feed and Meat Iberia activities from continuing to discontinued operations on the 2013 consolidated statement of comprehensive income and on the 2013 consolidated cash flow statement of the Company as if the classification to discontinued in fact did not occur, and on the consolidated statement of financial positions as per 31 December 2013 of the Company as if the classification to held for sale did not occur. The unaudited combined pro forma financial information has been presented for illustrative purposes only and does not purport to represent what the Company s results from operations or financial condition would have actually been had the classification to discontinued operations in fact not occurred, or to project the results of the Company s operations for any future period or the Company s financial condition for any future date. The Company noted that as of the date of the classification of the Compound Feed and Meat Iberia business to discontinued operations, depreciation of fixed assets stopped. The Company analysed the impact on the 2013 consolidated statement of comprehensive income and concluded that the depreciation is clearly immaterial and as such no reconciling item is identified. 118

14.2 Pro forma consolidated statement of comprehensive income ( x million) 2013 reported Adjustments 2013 pro forma Revenue 3,867.1 1,370.1 5,237.2 Raw materials and consumables used -3,097.2-1,076.6-4,173.8 Change in fair value of biological assets -0.1-0.5-0.6 Changes in inventories of finished goods and work in progress 12.6-0.3 12.3 Gross margin 782.4 292.7 1,075.1 Other operating income 8.0 1.0 9.0 Personnel cost -338.2-134.9-473.1 Depreciation and amortisation expenses -56.1-17.7-73.8 (Reversal of) impairment of long-lived assets Other operating expenses -201.1-106.8-307.9 Operating result from continuing operations 195.0 34.3 229.3 Financial income 5.6-3.4 2.2 Financial expenses -34.8 0.1-34.7 Foreign exchange result 0.6 0.6 Net financing costs -28.6-3.3-31.9 Share in result of associates and other investments 3.5 3.5 Result before tax from continuing operations 169.9 31.0 200.9 Income tax expense -42.4-7.7-50.1 Result after tax from continuing operations 127.5 23.3 150.8 Result after tax from discontinued operations 23.3-23.3 0.0 Total result for the period 150.8 0.0 150.8 Other comprehensive income Items that will not be reclassified to profit or loss Defined benefit plan actuarial results 10.9 10.9 Related tax -0.4-0.4 Total items that will not be reclassified to profit or loss 10.5 10.5 Items that may be reclassified subsequently to profit or loss Currency translation differences: Net foreign exchange differences on foreign operations -106.3-106.3 Net foreign exchange differences on net investment hedges 58.2 58.2 Net result on revaluation related to inflation accounting -0.7-0.7 Cash flow hedges: Effective portion of changes in fair value of cash flow hedges related to (cross currency) interest rate derivatives 1.4 1.4 Net change in fair value of cash flow hedges related to interest rate derivatives reclassified to profit or loss -1.3-1.3 Net change in cash flow hedges of foreign exchange transactions 0.2 0.2 Related tax 3.8 3.8 Total items that may be reclassified subsequently to profit or loss -44.7-44.7 Other comprehensive income for the period, net of tax -34.2-34.2 Total comprehensive income for the period 116.6 116.6 Continued > 119

Pro forma consolidated statement of comprehensive income (cont d) ( x million) 2013 reported Adjustments 2013 pro forma Total result attributable to Owners of Nutreco 150.2 150.2 Non-controlling interest 0.6 0.6 Total result for the period 150.8 150.8 Total comprehensive income attributable to Owners of Nutreco 116.0 116.0 Non-controlling interest 0.6 0.6 Total comprehensive income for the period 116.6 116.6 Earnings per share - continuing operations ( ) Basic earnings per share 1.85 0.33 2.18 Diluted earnings per share 1.84 0.33 2.17 Dividend per share 1.00 1.00 Number of ordinary shares (x 1,000) Weighted average number of ordinary shares outstanding during the year 68,768 68,768 Weighted average number of ordinary shares for diluted earnings per share 69,112 69,112 Number of ordinary shares outstanding as at 30 September/31 December 68,868 68,868 Key figures - continuing operations Earnings Before Interest, Tax and Amortisation (EBITA) 208.9 34.4 243.3 Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 251.1 52.0 303.1 120

14.3 Pro forma consolidated statement of financial position ( x million) 31 December 2013 reported Adjustments 31 December 2013 pro forma Assets Property, plant and equipment 500.1 135.8 635.9 Intangible assets 429.4 0.3 429.7 Investments in associates 29.4 29.4 Other investments 27.6 8.8 36.4 Employee benefits 0.2 0.2 Deferred tax assets 26.4 1.3 27.7 Total non-current assets 1,013.1 146.2 1,159.3 Inventories 286.1 37.7 323.8 Biological assets 4.1 148.5 152.6 Income tax receivables 15.4 2.6 18.0 Trade and other receivables 696.6 112.2 808.8 Cash and cash equivalents 146.9 5.1 152.0 Assets classified as held for sale 462.0-457.2 4.8 Total current assets 1,611.1-151.1 1,460.0 Total assets 2,624.2-4.9 2,619.3 Equity Issued and paid-up share capital 8.4 8.4 Share premium 159.5 159.5 Treasury shares -49.5-49.5 Hedging reserve -3.7-3.7 Retained earnings 733.1 733.1 Undistributed result 150.2 150.2 Translation reserve -55.8-55.8 Equity attributable to owners of Nutreco 942.2 942.2 Non-controlling interest 19.6 19.6 Total equity 961.8 961.8 Liabilities Interest-bearing borrowings 359.7 1.7 361.4 Employee benefits 29.0 29.0 Provisions 1.8 1.8 Deferred tax liabilities 28.4 0.8 29.2 Trade and other payables 21.3 21.3 Total non-current liabilities 440.2 2.5 442.7 Interest-bearing borrowings 139.0 0.5 139.5 Employee benefits 24.5 4.5 29.0 Provisions 2.0 0.3 2.3 Income tax liabilities 25.2 8.8 34.0 Trade and other payables 714.7 295.3 1,010.0 Liabilities classified as held for sale 316.8-316.8 - Total current liabilities 1,222.2-7.4 1,214.8 Total liabilities 1,662.4-4.9 1,657.5 Total equity and liabilities 2,624.2-4.9 2,619.3 121

14.4 Pro forma consolidated cash flow statement ( x million) 2013 reported Adjustments 2013 pro forma Result after tax from continuing operations 127.5 23.3 150.8 Net financing costs 28.6 3.3 31.9 Share in results of associates and other investments -3.5-3.5 Income tax expense 42.4 7.7 50.1 Depreciation 42.2 17.6 59.8 Amortisation 13.9 0.1 14.0 Equity settled share-based payment expense 4.0 4.0 Changes in fair value of biological assets 0.1 0.5 0.6 Changes in fair value foreign exchange contracts -11.6-11.6 Settlement foreign exchange derivatives 24.0 24.0 Loss on sale of property, plant and equipment 0.2 0.2 Gain on sale of assets held for sale -0.1-0.1 Loss on sale of activities 1.3 1.3 Cash flows from operating activities before changes in working capital and provisions 269.0 52.5 321.5 Increase in working capital -52.5-21.0-73.45 Decrease in employee benefits -2.6-1.1-3.7 Decrease in provisions -2.2-2.2 Cash generated from operations 211.7 30.4 242.1 Interest received 1.8 0.1 1.9 Interest paid -31.6-0.1-31.7 Income taxes paid -39.7-10.5-50.2 Dividends received 0.8 0.8 Net cash from operating activities 143.0 19.9 162.9 Acquisition of property, plant and equipment -85.7-5.3-91.0 Acquisition of intangible assets -20.0-20.0 Acquisition of subsidiary net of cash acquired -74.3-74.3 Acquisition of associates -3.1-3.1 Acquisition of other investments -1.4-1.4 Proceeds from the sale of property, plant and equipment 1.0 0.1 1.1 Proceeds from the sale of activities 6.0 6.0 Received from other investments 9.3 1.0 10.3 Proceeds from the sale of assets held for sale 0.3 0.3 Settlement foreign exchange derivatives 28.1 28.1 Net cash used in investing activities -139.8-4.2-144.0 Usage of treasury shares 1.3 1.3 Repurchase own shares -56.5-56.5 Dividends paid to owners of Nutreco -41.7-41.7 Dividends paid to owners of non-controlling interest - -1.2-1.2 Acquisition of non-controlling interest -4.3-4.3 Repayment of borrowings -25.6-25.6 Proceeds from borrowings 1.4 0.4 1.8 Net cash used in financing activities -125.4-0.8-126.2 Net cash flow received from discontinued operations 14.9-14.9 - Net decrease/increase in cash and cash equivalents -107.3 0.0-107.3 Cash and cash equivalents at 1 January 243.5 243.5 Net decrease/increase in cash and cash equivalents -107.3-107.3 Effect of exchange rate fluctuations on cash held -3.9-3.9 Cash and cash equivalents for the cash flow statement at balance sheet date 132.3 132.3 122

14.5 Notes to the Pro forma consolidated financial statements In June 2014 Nutreco announced it has ended the process to explore a possible divestment of the compound feed and meat activities in Spain and Portugal. Accordingly, these Spanish and Portuguese activities will remain part of Nutreco. As a consequence of that decision, the compound feed and meat activities have been reclassified from discontinued operations to continuing operations in the consolidated statement of comprehensive income and the consolidated cash flow statement for the financial year 2013. The classification as held for sale in the consolidated statement of financial position is reversed as at 31 December 2013. The following table presents the impact of the reclassification of discontinued operations to continuing operations for the consolidated statement of comprehensive income: ( x million) 2013 Continuing operations Discontinued operations Elimination Total Revenue 3,867.1 1,414.9-44.8 5,237.2 Raw materials and consumables used -3,097.2-1,121.4 44.8-4,173.8 Change in fair value of biological assets -0.1-0.5-0.6 Changes in inventories of finished goods and work in progress 12.6-0.3 12.3 Gross margin 782.4 292.7 0.0 1,075.1 Other operating income 8.0 1.0 9.0 Personnel cost -338.2-134.9-473.1 Depreciation and amortisation expenses -56.1-17.7-73.8 (Reversal of) impairment of long-lived assets - - 0.0 Other operating expenses -201.1-106.8-307.9 Operating result 195.0 34.3 0.0 229.3 Financial income 5.6 0.4-3.8 2.2 Financial expenses -34.8-3.7 3.8-34.7 Foreign exchange result 0.6-0.6 Net financing costs -28.6-3.3 0.0-31.9 Share in result of associates and other investments 3.5-3.5 Result before tax 169.9 31.0 0.0 200.9 Income tax expense -42.4-7.7-50.1 Total result for the period 127.5 23.3 0.0 150.8 Total result atrributable to Owners of Nutreco 126.9 23.3 0.0 150.2 Non-controlling interest 0.6-0.6 Total result for the period 127.5 23.3 0.0 150.8 The following table presents the impact of the reclassification of discontinued operations to continuing operations for the highlights of the consolidated cash flow statement: ( x million) 2013 Net cash from operating activities 19.9 Net cash used in investing activities -4.2 Net cash used in financing activities -0.8 Net increase in cash and cash equivalents 14.9 123

The following table presents the impact of the reversal of the held for sale classification: ( x million) 31 December 2013 Property, plant and equipment 135.8 Other non-current assets 10.4 Inventories 37.7 Biological assets 148.5 Income tax receivables 2.6 Trade and other receivables 112.2 Cash and cash equivalents 5.1 Interest-bearing borrowings -2.2 Deferred tax liabilities -0.8 Employee benefits -4.5 Provisions -0.3 Income tax liabilities -8.8 Trade and other payables -295.3 Net assets/liabilities 140.4 124

14.6 Independent auditor s assurance report on the compilation of pro forma financial information To: the Executive Board and Supervisory Board of Nutreco N.V. Report on the compilation of pro forma financial information We have completed our assurance engagement to report on the compilation of pro forma financial information of Nutreco N.V. by management of Nutreco N.V. The pro forma financial information consists of the pro forma consolidated statement of financial position as at 31 December 2013, the pro forma consolidated statement of comprehensive income 2013 and the pro forma consolidated cash flow statement 2013. The applicable criteria on the basis of which management of Nutreco N.V. has compiled the pro forma financial information are described in the Basis for preparation of 2013 pro forma financial statements paragraph in the Offer Memorandum. The pro forma financial information has been compiled by management of Nutreco N.V. to illustrate the impact of the reclassification of the Compound Feed and Meat activities in Spain and Portugal from discontinued operations to continuing operations on Nutreco N.V. s financial position as at 31 December 2013, comprehensive income and cash flows 2013 as if the Compound Feed and Meat activities in Spain and Portugal were classified as continuing operations as at 31 December 2013. As part of this process, information about Nutreco N.V. s financial position, comprehensive income and cash flows has been extracted by management of Nutreco N.V. from Nutreco N.V. s financial statements 2013, on which an audit report has been published. Management of Nutreco N.V. s responsibility for the pro forma financial information Management of Nutreco N.V. is responsible for compiling the pro forma financial information on the basis of the criteria as set out in the Basis for preparation of 2013 pro forma financial statements paragraph in the Offer Memorandum. Auditor s responsibility Our responsibility is to express an opinion as to the proper compilation of the pro forma financial information and the consistency of accounting policies. We conducted our engagement in accordance with Dutch law, including the Dutch Standard 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. This standard requires that the auditor complies with ethical requirements and plans and performs procedures to obtain reasonable assurance about whether management of Nutreco N.V. has compiled, in all material respects, the pro forma financial information on the basis of the criteria set out in the Basis for preparation of 2013 pro forma financial statements paragraph in the Offer Memorandum. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2013 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by management of Nutreco N.V. in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. 125

The procedures selected depend on the auditor s judgment, having regard to the auditor s understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion: The pro forma financial information has been properly compiled on the basis stated in the Basis for preparation of 2013 pro forma financial statements paragraph in the Offer Memorandum; and Such basis is consistent with the accounting policies of Nutreco N.V. as described in the notes to the 2013 financial statements of Nutreco N.V. Restriction of use The pro forma financial information and our auditor s report thereon are intended solely for enclosure in the Offer Memorandum in connection with the recommended cash offer of SHV Holdings N.V. and cannot be used for other purposes. Amstelveen, 5 December 2014 KPMG Accountants N.V. R.P. Kreukniet RA 126

15. UNAUDITED (BUT "REVIEWED") CONSOLIDATED INTERIM STATEMENTS 15.1 Basis for preparation On 11 June 2014, Nutreco announced that it has ended the process to explore a possible divestment of the compound feed and meat activities in Spain and Portugal. As a consequence of that decision, the classification of the assets and liabilities of the compound feed and meat activities as 'held for sale' is reversed in the consolidated statement of financial position. As such, those activities are reported as continuing operations in the consolidated statement of comprehensive income and the consolidated cash flow statement of the financial year 2013. These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS), IAS 34 Interim Financial Reporting. They do not contain all the information required for a complete full-year set of financial statements and should be read in conjunction with the Group s consolidated financial statements for 2013. The condensed consolidated interim financial statements are unaudited, yet the condensed consolidated interim financial statements have been reviewed by KPMG Accountants N.V., whose review report is included in section 15.7. 127

15.2 Consolidated statement of comprehensive income Q3-2014 1 Q3-2013 2 ( x million) Note Q3-2014 YTD 1 Q3-2013 YTD 2 1,428.9 1,490.5 Revenue 2 3,888.9 3,889.2-1,125.6-1,186.0 Raw materials and consumables used -3,065.3-3,103.4-0.2-0.4 Change in fair value of biological assets -0.4-0.1-1.3-7.2 Changes in inventories of finished goods and work in progress -0.4 10.6 301.8 296.9 Gross margin 822.8 796.3 2.4 0.7 Other operating income 7.7 5.4-124.9-117.9 Personnel cost -361.5-352.5-18.8-17.9 Depreciation and amortisation expenses 2-55.2-55.0-1.1 - (Reversal of) impairment of long-lived assets -4.3 - -78.2-80.5 Other operating expenses -234.9-231.0 81.2 81.3 Operating result from continuing operations 174.6 163.2 1.3 1.9 Financial income 5 2.0 3.1-7.7-10.1 Financial expenses 5-24.0-25.5-0.1 0.3 Foreign exchange result - 0.6-6.5-7.9 Net financing costs -22.0-21.8 0.9 0.0 Share in result of associates and other investments 1.3 3.3 75.6 73.4 Result before tax from continuing operations 153.9 144.7-20.2-18.4 Income tax expense 6-40.9-36.2 55.4 55.0 Result after tax from continuing operations 113.0 108.5 - - Result after tax from discontinued operations 3 - - 55.4 55.0 Total result for the period 113.0 108.5 Other comprehensive income Items that will not be reclassified to profit or loss -0.8 5.6 Defined benefit plan actuarial results -7.2 10.4 0.1 - Related tax 0.9-1.2-0.7 5.6 Total items that will not be reclassified to profit or loss -6.3 9.2 Items that may be reclassified subsequently to profit or loss 35.0-26.7 Net foreign exchange differences on foreign operations 44.5-66.3-25.9 13.9 Net foreign exchange differences on net investment hedges -31.3 34.2 0.8 - Net result on revaluation related to inflation accounting 0.8-2.0-0.2-0.2-0.2 - Cash flow hedges - effective portion of changes in fair value related to (cross currency) interest rate derivatives -0.6 1.4 Cash flow hedges - net change in fair value related to interest rate derivatives reclassified to profit or loss -0.8-0.8-3.4-4.9 Cash flow hedges - net change of foreign exchange transactions 0.1 4.3-0.2 Cash flow hedges - net change of commodity derivatives - 0.3 2.3 2.3 Related tax -5.1 2.9 8.4-15.4 Total items that may be reclassified subsequently to profit or loss 7.6-26.0 7.7-9.8 Other comprehensive income for the period, net of tax 1.3-16.8 63.1 45.2 Total comprehensive income for the period 114.3 91.7 1 Unaudited but reviewed 2 Unaudited and not reviewed 128 Continued>

Consolidated statement of comprehensive income (cont d) Q3-2014 1 Q3-2013 2 ( x million) Note Q3-2014 YTD 1 Q3-2013 YTD 2 Total result attributable to 54.8 54.8 Owners of Nutreco 111.4 108.7 0.6 0.2 Non-controlling interest 1.6-0.2 55.4 55.0 Total result for the period 113.0 108.5 Total comprehensive income attributable to 61.3 45.0 Owners of Nutreco 111.5 91.9 1.8 0.2 Non-controlling interest 2.8-0.2 63.1 45.2 Total comprehensive income for the period 114.3 91.7 Earnings per share - continuing operations ( ) 0.79 0.79 Basic earnings per share 7 1.61 1.57 0.79 0.78 Diluted earnings per share 1.60 1.56 Number of ordinary shares (x 1,000) 68,975 68,742 Weighted average number of ordinary shares outstanding during the year 7 69,174 69,183 69,374 69,086 Weighted average number of ordinary shares for diluted earnings per share 69,573 69,533 67,884 68,868 Number of ordinary shares outstanding as at 30 September 67,884 68,868 Key figures - continuing operations 84.9 84.2 Earnings Before Interest, Tax and Amortisation (EBITA) 2 184.5 173.8 100.0 99.2 Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 229.8 218.2 1 Unaudited but reviewed 2 Unaudited and not reviewed The notes in Section 15.6 are an integral part of these consolidated financial statements 129

15.3 Consolidated statement of financial position ( x million) Note 30 September 2014 1 31 December 2013 restated 1 Assets Property, plant and equipment 8 633.0 635.9 Intangible assets 9 450.7 429.7 Investments in associates 29.9 29.4 Other investments 36.0 36.4 Employee benefits 0.1 0.2 Deferred tax assets 28.8 27.7 Total non-current assets 1,178.5 1,159.3 Inventories 441.7 323.8 Biological assets 159.5 152.6 Income tax receivables 14.6 18.0 Trade and other receivables 881.3 808.8 Cash and cash equivalents 10 109.2 152.0 Assets classified as held for sale 3 4.2 4.8 Total current assets 1,610.5 1,460.0 Total assets 2,789.0 2,619.3 Equity Issued and paid-up share capital 7 8.4 8.4 Share premium 159.5 159.5 Treasury shares 7-71.8-49.5 Hedging reserve -5.0-3.7 Retained earnings 787.6 733.1 Undistributed result 111.4 150.2 Translation reserve -43.0-55.8 Equity attributable to owners of Nutreco 947.1 942.2 Non-controlling interest 21.6 19.6 Total equity 968.7 961.8 Liabilities Interest-bearing borrowings 11 495.1 361.4 Employee benefits 12 34.4 29.0 Provisions 13 0.4 1.8 Deferred tax liabilities 30.3 29.2 Trade and other payables 30.6 21.3 Total non-current liabilities 590.8 442.7 Interest-bearing borrowings 11 101.0 139.5 Employee benefits 12 25.6 29.0 Provisions 13 2.8 2.3 Income tax liabilities 23.1 34.0 Trade and other payables 1,077.0 1,010.0 Liabilities classified as held for sale - - Total current liabilities 1,229.5 1,214.8 Total liabilities 1,820.3 1,657.5 Total equity and liabilities 2,789.0 2,619.3 1 Unaudited but reviewed The notes in Section 15.6 are an integral part of these consolidated financial statements 130

15.4 Consolidated cash flow statement Q3-2013 Note Q3-2014 ( x million) YTD 1 YTD 2 Result after tax from continuing operations 113.0 108.5 Net financing costs 5 22.0 21.8 Share in results of associates and other investments -1.3-3.3 Income tax expense 6 40.9 36.2 Impairment losses on property, plant and equipment 4.0 - Impairment losses on intangible assets 0.3 - Depreciation 2 45.3 44.4 Amortisation 2 9.9 10.6 Equity settled share-based payment expense 3.2 3.0 Changes in fair value of biological assets 0.4 0.1 Changes in fair value foreign exchange contracts -5.5-2.6 Settlement foreign exchange derivatives 1.8 25.7 Loss on sale of property, plant and equipment 3.6 - Gain on sale of assets held for sale -1.9-0.1 Gain / loss on sale of activities -0.3 1.3 Cash flows from operating activities before changes in working capital and provisions 235.4 245.6 Increase in working capital -112.0-146.0 Decrease in employee benefits -5.5-6.6 Decrease in provisions -3.4-2.8 Cash generated from operations 114.5 90.2 Interest received 0.5 1.5 Interest paid -20.3-22.9 Income taxes paid -50.2-32.2 Dividends received 0.2 0.6 Net cash from operating activities 44.7 37.2 Acquisition of property, plant and equipment -38.7-54.0 Acquisition of intangible assets -10.0-16.1 Acquisition of subsidiary net of cash acquired -2.1-73.6 Acquisition of associates -1.6 0.0 Acquisition of other investments -2.5-0.7 Proceeds from the sale of property, plant and equipment 2.7 1.5 Proceeds from the sale of intangible assets 0.2 - Proceeds from the sale of activities 1.1 6.1 Received from other investments 2.2 0.8 Proceeds from the sale of assets held for sale 2.6 0.3 Settlement foreign exchange derivatives -8.6 - Net cash used in investing activities -54.7-135.7 Usage of treasury shares 1.0 1.3 Repurchase own shares 7-74.0-56.5 Dividends paid to owners of Nutreco -32.0-41.7 Dividends paid to owners of non-controlling interest -1.3-1.2 Acquisition of non-controlling interest - -3.0 Repayment of borrowings -98.1-31.3 Proceeds from borrowings 107.0 44.6 Net cash used in financing activities -97.4-87.8 Net decrease/increase in cash and cash equivalents -107.4-186.3 Cash and cash equivalents at 1 January 10 132.3 243.5 Net decrease/increase in cash and cash equivalents -107.4-186.3 Effect of exchange rate fluctuations on cash held 3.3-4.1 Cash and cash equivalents at balance sheet date 10 28.2 53.1 1 Unaudited but reviewed 2 Unaudited and not reviewed The notes in Section 15.6 are an integral part of these consolidated financial statements 131

15.5 Consolidated statement of changes in equity ( x million) Issued and paid-up share capital Share premium Treasury shares Hedging reserve Retained earnings Undistributed result Translation reserve Equity attributable to owners of Nutreco Balance at 1 January 2013 1 8.4 159.5-29.4-4.0 636.1 176.8-7.0 940.4 9.1 949.5 Total comprehensive income for the period Result 108.7 108.7-0.2 108.5 Total other comprehensive income 5.2 12.1-34.1-16.8-16.8 Total comprehensive income for the period 0.0 0.0 0.0 5.2 12.1 108.7-34.1 91.9-0.2 91.7 Transactions with owners of Nutreco, recognised directly in equity Contributions by and distributions to owners of Nutreco Undistributed result 176.8-176.8 0.0 0.0 Dividend on ordinary shares -41.7-41.7-1.2-42.9 Stock dividend 24.5-24.5 0.0 0.0 Usage of treasury shares 11.9-10.6 1.3 1.3 Share-based payments 3.0 3.0 3.0 Repurchase own shares -56.5-56.5-56.5 Total contributions by and distributions to owners of Nutreco 0.0 0.0-20.1 0.0 103.0-176.8 0.0-93.9-1.2-95.1 Changes in ownership interests in subsidiaries Acquisition of non-controlling interests without a change in control -1.0-1.0-2.0-3.0 Total transactions with owners of Nutreco 0.0 0.0-20.1 0.0 102.0-176.8 0.0-94.9-3.2-98.1 Balance at 30 September 2013 8.4 159.5-49.5 1.2 750.2 108.7-41.1 937.4 5.7 943.1 Balance at 1 January 2014 2 8.4 159.5-49.5-3.7 733.1 150.2-55.8 942.2 19.6 961.8 Total comprehensive income for the period Result 111.4 111.4 1.6 113.0 Total other comprehensive income -1.3-11.4 12.8 0.1 1.2 1.3 Total comprehensive income for the period 0.0 0.0 0.0-1.3-11.4 111.4 12.8 111.5 2.8 114.3 Transactions with owners of Nutreco, recognised directly in equity Contributions by and distributions to owners of Nutreco Undistributed result 150.2-150.2 0.0 0.0 Dividend on ordinary shares -32.0-32.0-1.3-33.3 Stock dividend 43.2-43.2 0.0 0.0 Usage of treasury shares 8.5-7.5 1.0 1.0 Share-based payments 3.2 3.2 3.2 Repurchase own shares -74.0-74.0-74.0 Total contributions by and distributions to owners of Nutreco 0.0 0.0-22.3 0.0 70.7-150.2 0.0-101.8-1.3-103.1 Changes in ownership interests in subsidiaries Acquisition of subsidiary with non-controlling interests -4.8-4.8 0.5-4.3 Total transactions with owners of Nutreco 0.0 0.0-22.3 0.0 65.9-150.2 0.0-106.6-0.8-107.4 Balance at 30 September 2014 8.4 159.5-71.8-5.0 787.6 111.4-43.0 947.1 21.6 968.7 1 2 2013 figures are unaudited and not reviewed 2014 figures are unaudited but reviewed Noncontrolling interest Total equity 132

15.6 Notes to the Condensed Consolidated Interim Financial Statements 1. Basis of preparation 1.1 Reporting entity Nutreco N.V. ( Nutreco ) is a company domiciled in the Netherlands. The condensed consolidated interim financial statements of the company for the first nine months of 2014 comprise Nutreco and its subsidiaries (the Group ) and Nutreco s interest in associates and jointly controlled entities. A list of the most significant associates and jointly controlled entities is provided in the published annual financial statements for 2013. The registered office of Nutreco is Veerstraat 38, 5831 JN Boxmeer, Netherlands. The Group s consolidated financial statements for 2013 are available on request from the Nutreco Head office, Prins Frederiklaan 4, 3818 KC Amersfoort, Netherlands, or can be obtained from the website www.nutreco.com. 1.2 Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS), IAS 34 Interim Financial Reporting. They do not contain all the information required for a complete full-year set of financial statements and should be read in conjunction with the Group s consolidated financial statements for 2013. The condensed consolidated interim financial statements have not been audited but have been subject to a review by KPMG Accountants N.V. 1.3 Use of estimates The preparation of consolidated interim financial statements requires management to make estimates and judgments that affect the application of the policies and the reported amounts of assets and liabilities, income and expenses. The actual figures may differ from these estimates. In preparing these condensed consolidated interim financial statements, the principal judgments formed by management in applying the Group s accounting policies and the principal sources of the estimates used were the same as the judgments and sources used in preparing the consolidated financial statements for 2013. 1.4 (Changes in) principal accounting policies and disclosures The accounting policies applied by the Group in these condensed consolidated interim financial statements are consistent with those applied by the Group in the consolidated financial statements for 2013 except for IFRS 10 Consolidated financial statements, IFRS 11 Joint arrangements and IFRS 12 Disclosure of interests in other entities. The adoption of these standards did not result in significant changes to the Group s accounting and disclosures. A few other new standards, amendments to standards and interpretations are issued but not effective for the financial year beginning 1 January 2014 and have not been early adopted by the Group. The impact of IFRS 9-Financial instruments and IFRS 15-Revenue from contracts with customers are currently being assessed and Nutreco does not plan to adopt these new standards before their effective dates. In June 2014, Nutreco announced it has ended the process to explore a possible divestment of the compound feed and meat activities in Spain and Portugal. Accordingly, the Spanish and Portuguese businesses remain part of Nutreco. As a result, the assets and liabilities are no longer presented as assets held for sale in the consolidated statement of financial position, both for the current and prior period. Furthermore, in the consolidated statement of comprehensive income and cash flow statement, these activities are reclassified from discontinued operations to continuing operations, both for the current and prior period. The comparable figures in the notes have been restated accordingly. 133

As a result of the reclassification of the Spanish and Portuguese businesses to continuing operations, Nutreco has revised the presentation compared to 2013. Compound Feed & Meat Iberia is introduced as a separate segment in line with the organisational structure and reported next to the segments Animal Nutrition and Fish Feed. 1.5 Risk management The Nutreco Integrated Report 2013 includes a description of the most important strategic, operational, financial, and compliance risks, together with Nutreco s general risk management and control systems to monitor these risks. See for more information pages 86-95 of Nutreco s Integrated Report 2013. These risk factors are deemed to be included by reference in this report and are still considered to be relevant for Nutreco. For the remainder of 2014, Nutreco sees the following particular risks and uncertainties: The risk that the integration of newly acquired businesses and the start-up of new plants does not proceed according to plan and objectives are not achieved; Further consolidation or other strategic developments in especially the fish feed industry (changes in the competitive landscape) and Spain (relationship with key customers such as Mercadona); The risk that price developments in the international markets for raw materials influence revenue and margins; The risk that prices for poultry and pigs could influence that part of the Nutreco business that is directly exposed to market prices; The occurrence of animal diseases in livestock farming could lead to a significant reduction of the number of animals and as a consequence to a lower demand for feed. The livestock of Nutreco, principally held in Spain, could be exposed to animal diseases as well; Exchange rate fluctuations relating to either the purchase of raw materials or sales of finished products to customers could influence margins; Counter-party risk in geographies with increased credit risk profiles; The risk of audits by tax authorities that are ongoing in several countries may result in financial effects that are not provided for. Whenever there is a difference in view between local tax authorities and Nutreco operating companies, to the extent deemed necessary, provisions are made for exposures for which it is probable that they will lead to additional tax liabilities. Additional risks not known to us, or currently believed not to be material, may apply and could later turn out to have a material impact on our business, financial objectives or capital resources. 2. Operating segments The Company revised the presentation of its operating segments and has structured its organisation in three segments: Animal Nutrition, Fish Feed and Compound Feed & Meat Iberia. Reportable segments (as at 30 September YTD) ( x million) Revenue third parties Intersegment revenue Total revenue Operating result before amortisation (EBITA) 2014 2013 2014 2013 2014 2013 2014 2013 Animal Nutrition 1,339.2 1,351.6 58.3 65.3 1,397.5 1,416.9 89.7 82.5 Fish Feed 1,567.7 1,467.0 19.2 22.9 1,586.9 1,489.9 96.5 93.0 Compound Feed & Meat Iberia 982.0 1,070.6 0.6 0.4 982.6 1,071.0 28.8 25.8 Eliminations - - -78.1-88.6-78.1-88.6 - - Corporate and other - - - - - - -19.2-18.6 Exceptional items - - - - - - -11.3-8.9 Continuing operations 3,888.9 3,889.2 0.0 0.0 3,888.9 3,889.2 184.5 173.8 Discontinued operations - - - - - - - - Consolidated 3,888.9 3,889.2 0.0 0.0 3,888.9 3,889.2 184.5 173.8 134

Exceptional items (as at 30 September YTD) ( x million) 2014 2013 Restructuring costs -2.3-3.6 (Reversal of) impairment losses of long lived assets -4.0 - Acquisition/divestment - related costs -3.8-4.0 Other -1.2-1.3 Total exceptional items -11.3-8.9 Other expenses per segment (as at 30 September YTD) ( x million) Depreciation Amortisation Total depreciation and amortisation Restructuring costs Non-cash expenses other than depreciation and amortisation 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 Animal Nutrition -11.8-12.0-5.3-7.2-17.1-19.2-0.2-0.7-6.6-5.2 Fish Feed -20.6-18.2-3.3-1.9-23.9-20.1-0.1-0.2-4.9-6.2 Compound Feed & Meat Iberia -12.1-13.4-0.2-0.2-12.3-13.6-0.9-1.5 1.8 1.8 Unallocated -0.8-0.8-1.1-1.3-1.9-2.1-1.1-1.2 0.2-1.3 Continuing operations -45.3-44.4-9.9-10.6-55.2-55.0-2.3-3.6-9.5-10.9 Discontinued operations - - - - - - - - - - Consolidated -45.3-44.4-9.9-10.6-55.2-55.0-2.3-3.6-9.5-10.9 The non-cash expenses in Animal Nutrition mainly relate to restructuring provisions for an amount of -0.4 million (2013: -2.8 million), claims provisions for an amount of -2.1 million (2013: 0.2 million) and employee benefits for an amount of -3.6 million (2013: 0.6 million). The non-cash expenses of Fish Feed mainly relate to employee benefits for an amount of -2.9 million (2013: -2.4 million) and movements in impairment of trade receivables for an amount of -1.3 million (2013: -3.4 million). Assets and liabilities per segment ( x million) Assets Associates Total assets Liabilities Total capital expenditures of PP&E and intangible assets 2014 1 2013 2 2014 1 2013 2 2014 1 2013 2 2014 1 2013 2 2014 1 2013 2 Animal Nutrition 986.4 935.1 25.5 26.8 1,011.9 961.9 310.6 314.8 15.5 23.5 Fish Feed 1,255.7 1,077.5 4.4 2.6 1,260.1 1,080.1 633.9 512.7 24.5 61.6 Compound Feed & Meat Iberia 469.0 456.7 - - 469.0 456.7 285.8 311.9 0.7 5.3 Unallocated 48.0 120.6 - - 48.0 120.6 590.0 518.1 8.0 20.6 Continuing operations 2,759.1 2,589.9 29.9 29.4 2,789.0 2,619.3 1,820.3 1,657.5 48.7 111.0 Discontinued operations - - - - - - - - - - Consolidated 2,759.1 2,589.9 29.9 29.4 2,789.0 2,619.3 1,820.3 1,657.5 48.7 111.0 1 as at 30 September 2014 as at 31 December 2013 Unallocated comprises Corporate and Sustainability & Innovation. 135

3. Discontinued operations and assets held for sale In June 2014 Nutreco announced it has ended the process to explore a possible divestment of the compound feed and meat activities in Spain and Portugal. Accordingly, these Spanish and Portuguese activities will remain part of Nutreco. As a consequence of that decision, the classification as held for sale is reversed in the consolidated statement of financial position as at 31 December 2013. The following table presents the impact of the reversal of the held for sale classification: ( x million) 31 December 2013 (reported) Adjustments 31 December 2013 (restated) Property, plant and equipment 500.1 135.8 635.9 Other non-current assets 513.0 10.4 523.4 Inventories 286.1 37.7 323.8 Biological assets 4.1 148.5 152.6 Income tax receivables 15.4 2.6 18.0 Trade and other receivables 696.6 112.2 808.8 Cash and cash equivalents 146.9 5.1 152.0 Assets classified as held for sale 462.0-457.2 4.8 Total assets 2,624.2-4.9 2,619.3 Equity -961.8 0.0-961.8 Interest-bearing borrowings -498.7-2.2-500.9 Deferred tax liabilities -28.4-0.8-29.2 Employee benefits -53.5-4.5-58.0 Provisions -3.8-0.3-4.1 Income tax liabilities -25.2-8.8-34.0 Trade and other payables -736.0-295.3-1,031.3 Liabilities classified as held for sale -316.8 316.8 - Total equity and liabilities -2,624.2 4.9-2,619.3 136

4. Acquisitions In June 2014, Nutreco announced it had signed an agreement to enter into a joint venture in Nigeria with Durante, a leading supplier of fish feed in Nigeria and our existing distribution partner. The joint venture Skretting Nigeria Holding B.V. will invest in the local production of extruded fish feed for Nigeria as well as the wider West African region. Durante was founded in 1999 and has become a leading company in Nigerian aquaculture. Revenues in 2013 amounted to 9 million with a volume of 5,500 tonnes. Nutreco purchased 60% of the shares of the joint venture and obtained control as defined in IFRS 3 business combinations and the purchase method of accounting is applied. The financials are fully consolidated as from 18 September 2014 onwards. The impact of this acquisition on Nutreco s net cash position in 2014 was 2.1 million outflow (total consideration paid of 2.2 million adjusted for cash and cash equivalents of 0.1 million), excluding acquisition-related costs. The acquisition related costs made in 2014 amounted to 0.3 million. The Group has entered into a put/call arrangement with the non-controlling shareholders to acquire the remaining 40% of the shares in the joint venture as from a certain future date. This put/call arrangement has a fair value of 4.8 million which has been recognized at the acquisition date, the nominal value is 9.5 million. The put/call arrangement is presented in the statement of financial position as part of the non-current trade and other payables. The identifiable assets acquired and liabilities assumed are provisional and can be summarised as follows: ( x million) Recognised values Property, plant and equipment 0.2 Inventories 0.5 Trade and other receivables 0.7 Cash and cash equivalents 0.1 Trade and other payables -0.3 Total identifiable assets 1.2 The goodwill recognised is as follows: ( x million) Cash consideration 2.2 Put / call option 4.8 Total consideration 7.0 Fair value of identifiable net assets -1.2 Put / call option -4.8 Non-controlling interest 0.5 Goodwill 1.5 The carrying value of all assets acquired and liabilities assumed were equal to the recognised values. The goodwill recognised is related to the development of Nutreco s position in strategic markets. 5. Net financing costs/income Net financing costs for the first nine months of 2014 amounted to 22.0 million (first nine months of 2013: 21.8 million). Financial income for the first nine months of 2014 decreased to 2.0 million (first nine months of 2013: 3.1 million) mainly due lower cash balances as a result of cash management improvements. 137

Financial expenses for the first nine months of 2014 decreased to 24.0 million (first nine months of 2013: 25.5 million) mainly due to the repayment of part of the private placements which has been financed by an increase of the syndicated loan at lower floating rates. In addition, interest expenses on the syndicated loan decreased mainly due to average lower usage and the improvement of interest margin and fees as of the amendment in December 2013. 6. Income tax expense Income tax expense for the first nine months increased from 36.2 million in 2013 to 40.9 million in 2014. This corresponds to an effective tax rate of 26.5% in the first nine months of 2014 which is 1.5% higher than the prior year period mainly as a result of the fiscal amortisation of the goodwill in Brazil in 2013. 7. Earnings per share Basic earnings per share The calculation of the basic earnings per share as at 30 September 2014 has been based on the profit for the first nine months attributable to owners of Nutreco, amounting to 111.4 million (2013: 108.7 million) divided by the weighted average number of ordinary shares outstanding, excluding shares purchased by Nutreco and held as treasury shares. The weighted average number of ordinary shares outstanding in the first nine months of 2014, excluding shares held as treasury shares, was 69,174,216 (first nine months of 2013: 69,183,029). Basic earnings per share attributable to shareholders for the first nine months of 2014 were 1.61 (2013: 1.57). The dilution of the basic earnings per share for the first nine months of 2014 amounted to 0.01 which was equal to prior year period. Share capital The authorised share capital of the Company as at 30 September 2014 amounted to 41,520,000 (31 December 2013: 41,520,000) and consists of 142,000,000 ordinary shares, 142,000,000 cumulative preference shares D and 62,000,000 cumulative financing preference shares E, all with a nominal value of 0.12. Treasury shares The movements in the treasury shares can be summarised as follows: Number of shares 1 Amount ( x 1,000) 2014 2013 2014 2013 1 Balance at 1 January 1,368,956 1,037,838 49,493 29,397 Employee share participation scheme -22,938-21,070-810 -583 Share repurchase/issuance 2,421,528 1,574,956 74,041 56,510 (Interim) stock dividend -1,197,832-819,202-43,249-24,501 Performance shares -215,885-403,566-7,667-11,330 Balance at 30 September/31 December 2,353,829 1,368,956 71,808 49,493 for comparison reasons the movements in the share numbers before 2 May 2013 have been amended (doubled) to retrospectively reflect the effect of the share split on 2 May 2013. 138

To cover future stock dividends and share-based incentive plans, Nutreco acquired 2,333,445 of its issued ordinary shares through purchases on the Euronext Stock Exchange during the first nine months of 2014 (2013: 1,400,000). In addition, Nutreco acquired 88,083 (2013: 174,956) of its issued ordinary shares through purchases on the Euronext Stock Exchange to cover the tax effects on the vesting of the shares. The total amount paid to acquire these shares was 74.0 million (2013: 56.5 million) at an average price of 30.58 (2013: 35.88) per share. These shares are held as treasury shares. 8. Property, plant and equipment In the first nine months of 2014 capital expenditures have been made in all segments for an amount of 36.8 million (first nine months 2013: 45.5 million). This includes projects for (i) maintaining the quality of Nutreco's asset base through upgrade and replacement projects, (ii) further automation of packaging processes, and (iii) additional production lines for extra capacity and the flexibility to use different raw materials. 9. Intangible assets Development costs The capitalisation of development costs in the first nine months of 2014 amounts to 2.4 million (first nine months of 2013: 2.4 million). Software During the nine months of 2014 Nutreco has added internally-generated intangibles of 5.9 million (first nine months of 2013: 11.1 million) which mainly relate to capitalised expenditures of the Uniteprogramme. This programme is a key enabler to the achievement of the Nutreco Strategy Driving Sustainable Growth by delivering a Foundation for Better Business Performance. It will do so through standardisation and optimisation of business processes, management information and master data, supported by a single IT solution. The total amount of internally-generated intangibles at 30 September 2014 amounts to 38.3 million (31 December 2013: 32.4 million). 10. Cash and cash equivalents The cash and cash equivalents consisted of the following: ( x million) 30 September 2014 30 September 2013 31 December 2013 Deposits 1.5 1.7 25.9 Bank accounts 100.5 74.6 120.2 Transit/cheques 7.0 4.7 5.7 In hand 0.2 0.2 0.2 Included under cash and cash equivalents in the balance sheet 109.2 81.2 152.0 Bank overdrafts -81.0-28.1-19.7 Total per cash flow statement 28.2 53.1 132.3 Cash and cash equivalents are at Nutreco s free disposal. Bank overdrafts are included under current interestbearing borrowings. 139

11. Loans and borrowings The analysis of the total of interest-bearing borrowings is as follows: ( x million) 30 September 2014 31 December 2013 Non-current 495.1 361.4 Current 101.0 139.5 Total 596.1 500.9 As at 30 September 2014, the non-current interest-bearing borrowings of 495.1 million mainly consisted of the private placement of 273.5 million and syndicated loans for an amount of 214.5 million. 12. Employee benefits Under IAS19R, the defined benefit obligations are regularly updated for changes in discount rate and inflation rate. Compared to year end 2013 the impact of the discount and inflation rates on the defined benefit obligations are as follows: Country 30 September 2014 31 December 2013 % Discount rate Inflation rate Defined benefit obligation ( x million) Discount rate Inflation rate Defined benefit obligation ( x million) United Kingdom 4.0 3.2 73.0 4.4 3.4 65.1 Canada 4.0 2.0 64.7 4.7 2.0 52.8 Mexico 5.9 4.0 2.2 7.2 4.0 1.6 Norway 3.3 n.a. 1.1 3.7 n.a. 0.9 Euro-zone 2.2 2.0 15.5 3.5 2.0 13.1 Total 3.9 2.6 156.5 4.5 2.7 133.5 13. Provisions ( x million) Restructuring Claims Total Balance at 1 January 2014 3.5 0.6 4.1 Additions charged 2.3 0.8 3.1 Release - -0.2-0.2 Utilised -3.8 - -3.8 Balance at 30 September 2014 2.0 1.2 3.2 Non-current 0.3 0.1 0.4 Current 1.7 1.1 2.8 At 30 September 2014 the restructuring provisions mainly relate to animal nutrition activities and Corporate. 14. Fair value of financial assets and liabilities The financial assets and liabilities at fair value have been disclosed by the level of the following fair value hierarchy: Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); Inputs other than quoted prices included within level 1 that are observable for the asset or 140

liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The estimated fair value of financial assets and liabilities by the level of fair value hierarchy is as follows: ( x million) 30 September 2014 31 December 2013 Assets - Level 2 Fair value foreign exchange derivatives 8.6 9.3 Fair value cross-currency interest rate derivatives - 0.9 Fair value interest rate derivatives 1.3 1.6 Liabilities - Level 2 Fair value interest-bearing borrowings (non-current)* -524.5-381.4 Fair value interest-bearing borrowings (current) * -101.0-141.2 Fair value foreign exchange derivatives -11.1-5.2 Fair value cross-currency interest rate derivatives -3.5-13.5 Fair value interest rate derivatives -2.6-3.2 - Level 3 Trade and other payables (non-current) -30.6-21.3 * The carrying value of the figures shown in the table is equal to the fair value except for non-current and current interest-bearing borrowings. The carrying value for non-current interest-bearing borrowings in 2014 amounted to 495.1 million (2013: 361.4 million). The carrying value for current interest-bearing borrowings in 2014 amounted to 101.0 million (2013: 139.5 million). During 2014 there were no transfers between level 1, level 2 and level 3. The following tables show the movements of the fair value measurements in Level 3 of the fair value hierarchy for financial assets and liabilities: ( x million) 2014 2013 Financial assets - level 3 Balance at 1 January 0.0 13.2 Total gains and losses recognised in profit or loss - 0.2 Disposals - -8.8 Other changes - -4.6 Balance at 30 September / 31 December 0.0 0.0 Level 3 financial instruments include unlisted private equity participations which have been sold by the Group as of 31 December 2013 and put/call arrangements. These private equity investments and put/call arrangements cannot be valued directly from quoted market prices or by using valuation techniques supported by observable market prices or other market data. 141

( x million) 2014 2013 Financial liabilities - level 3 Balance at 1 January -21.3 0.0 Aquisitions through business combinations -4.8-20.7 Total gains and losses recognised in profit or loss -2.4-2.1 Effect of movement in foreign exchange results -2.1 1.5 Balance at 30 September / 31 December -30.6-21.3 Level 3 sensitivity analysis The table below presents the level 3 financial instruments carried at fair value as at the balance sheet date for which fair value is measured using valuation techniques based on assumptions that are not supported by market-observable inputs. There may be uncertainty about a valuation, resulting from the choice of the valuation technique or model used, the assumptions embedded in those models, the extent to which inputs are not market-observable, or as a result of other elements affecting the valuation technique or model. The Group did perform a sensitivity analysis to assess the range of reasonably possible alternative assumptions that would have a significant impact (i.e. increase and decrease) on the fair value of non-current trade and other payables. In the case that the EBITDA multiples differ 1-5% from the current valuation, the fair value of the non-current trade and other payables would increase/decrease with a range between 0.1 million and 0.6 million. ( x million) Valuation technique Main assumptions Carrying value Level 3 financial assets Equity securities Private equity - valuation statements Net asset value / EBITDA multiples - Level 3 financial liabilities Trade and other payables (non-current) Discounted cash flows EBITDA multiples -30.6 15. Contingent assets and liabilities The financial statements 2013 include an overview of the commitments not shown in the balance sheet. The commitments not shown in the balance sheet relate to lease commitments, rental commitments and other commitments. In the first three quarters of 2014, the total commitments decreased by 34.2 million to 239.4 million (31 December 2013: 273.6 million). 16. Related party transactions Nutreco has a related party relationship with its subsidiaries, associates, equity investments, joint ventures, pension funds and key management. Transactions between related parties are subject to conditions that usually govern comparable sales and purchases with other parties. The details for related party transactions are as follows: 142

( x million) 2014 2013 Revenue to related parties (first nine months) 19.5 20.6 Amounts owed from related parties at 30 September 2.1 3.6 Amounts owed from related parties at 31 December - 4.9 The revenue and amounts owed from related parties are mainly related to associates in Canada. There were no significant changes during the first half year of 2014 in the nature of the transactions. Nutreco considers the members of the Supervisory Board and the Executive Board as key management. No loans, advances or guarantees have been provided to current or former members of the Supervisory Board and/or Executive Board. Members of the Executive Board or their related parties, hold (board) positions in external companies giving them significant influence over the financial or operating policies of these companies. None of these companies had transactions with the Group during the first nine months of 2014. 17. Subsequent events Public offer SHV On 20 October 2014, SHV Holdings N.V. ( SHV ) and Nutreco announced that they have reached a conditional agreement on a recommended full public offer for Nutreco of 40.00 (cum dividend) in cash per issued and outstanding ordinary share of Nutreco. On 10 November 2014, SHV increased its recommended full public offer for Nutreco to 44.50 (cum dividend) in cash per issued and outstanding ordinary share of Nutreco. Nutreco has entered into customary undertakings not to actively solicit competing offers. Upon termination of the merger agreement as the result of a competing offer, Nutreco will forfeit a termination fee to SHV equal to 25 million. The Executive Board and the Supervisory Board of Nutreco fully support and unanimously recommend the (increased) offer from SHV. Acquisitions Brazil On 1 December 2014 Nutreco has announced that it has signed purchase agreements for 100 per cent of the shares of Fatec Indústria de Nutrição e Saúde Animal Ltda (Fatec), a Brazilian supplier and producer of premixes and animal health products for broilers, layers, swine and dairy cows; and for 100 per cent of the shares of BRNOVA Sistemas Nutriconais S.A. (BRNOVA), a Brazilian supplier of premixes and feed specialties mainly for poultry and swine. These two acquisitions strengthen Nutreco Brazil s market presence in Brazil s southern, central and middle west states, and broaden its animal species portfolio. They also strengthen Nutreco Brazil s product portfolio with the addition of premixes, animal health products and feed specialties, including probiotics. Brazil is the third largest animal nutrition market in the world, with annual growth of 4% to 5%. Fatec, established in 1966, is headquartered in Arujá, São Paulo state, with a plant with an advanced laboratory and traceability system. It sells approximately 20,000 MT of premixes, animal health products and feed specialties, including probiotics annually across Brazil with the main focus on medium-sized customers in the southern states. Fatec employs approximately 240 people and the 2014 annualised revenues will be approximately 50 million. BRNOVA, established in 2012, is an innovation-led company with strong nutritional solution application capabilities focused on larger customers. It is headquartered in Hortolandia near Campinas, São Paulo state and sells approximately 20,000 MT of premixes and feed specialties annually with the main focus on the 143

southern, southeastern and middle west states. BRNOVA employs approximately 100 people and the 2014 annualised revenues will be approximately 25 million. The identifiable assets acquired and liabilities assumed are provisional, (best estimate based on limited information as the acquisitions were only announced recently), and can be summarized as follows: ( x million) Recognised value Fatec BRNOVA Total Fair value adjustments Carrying value Recognised value Fair value adjustments Carrying value Recognised value Fair value adjustments Carrying value Property, plant and equipment 6.4 4.9 1.5 0.4-0.4 6.8 4.9 1.9 Intangible assets 22.7 22.7-9.3 9.3-32.0 32.0 - Inventories 2.8-2.8 2.8-2.8 5.6-5.6 Trade and other receivables 7.2-7.2 3.1-3.1 10.3-10.3 Deferred tax liability -9.4-9.4 - -3.2-3.2 - -12.6-12.6 - Trade and other payables -5.4 - -5.4-3.3 - -3.3-8.7 - -8.7 Total identifiable net assets 24.3 18.2 6.1 9.1 6.1 3.0 33.4 24.3 9.1 The intangible assets (goodwill not included) comprise the following: ( x million) Fatec BRNOVA Total Recognised value Amortisation period in years Recognised value Amortisation period in years Recognised value Amortisation period in years Brand names 11.3 10 4.7 10 16.0 10 Customer relationships 11.4 10 4.6 10 16.0 10 Total intangible assets 22.7 9.3 32.0 The goodwill recognised as a result of the acquisitions of Fatec and BRNOVA is as follows: ( x million) Fatec BRNOVA Total Cash consideration 32.5 17.9 50.4 Contingent consideration 3.1-3.1 Total consideration 35.6 17.9 53.5 Fair value of identifiable net assets -24.3-9.1-33.4 Goodwill 11.3 8.8 20.1 144

18. Responsibility statement Executive Board This report contains the consolidated figures of Nutreco N.V. for the first nine months of 2014. This report consist of segment reporting, condensed consolidated financial statements, notes to the condensed consolidated interim financial statements, and the responsibility statement of the Executive Board. The financial information in this report is reviewed. The Executive Board of Nutreco hereby declares that to the best of their knowledge, the interim financial statements, which have been prepared in line with applicable financial reporting standards for interim financial reporting, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole. Amersfoort, 5 December 2014 K. Nesse CEO G. Boon CFO 145

15.7 Consolidated statement of financial position To: the Executive Board and Supervisory Board of Nutreco N.V. Introduction We have reviewed the accompanying condensed consolidated interim financial information as at 30 September 2014 of Nutreco N.V., Boxmeer, as included in Sections 15.2, 15.3, 15.4, 15.5 and 15.6, which comprises the statement of financial position as at 30 September 2014, the statements of comprehensive income, changes in equity, and cash flows for the three and nine months periods ended 30 September 2014, and the notes. Management of the Company is responsible for the preparation and presentation of this consolidated interim financial information in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review. Scope We conducted our review in accordance with Dutch law including standard 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 September 2014 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. Corresponding figures not reviewed The condensed consolidated interim financial information as at 30 September 2013 is not reviewed. Consequently, the corresponding figures included in the statements of comprehensive income, changes in equity and cash flows have not been reviewed. Amstelveen, 5 December 2014 KPMG Accountants N.V. R.P. Kreukniet RA 146

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17. PROPOSED NEW NUTRECO ARTICLES OF ASSOCIATION POST-SETTLEMENT This Section of the Offer Memorandum contains the informal English translation of the proposed articles of association of Nutreco as per the Settlement Date. The Dutch version of these proposed articles of association of Nutreco are attached to the convening notice for the EGM. ARTICLES OF ASSOCIATION of: Nutreco N.V., with registered office in Boxmeer Name and Registered Office. Article 1. 1.1. The Company is a limited liability company and its name is: Nutreco N.V. 1.2. The Company has its registered office in Boxmeer. The Company may have branch offices elsewhere, also outside the Netherlands. Objectives. Article 2. 2.1. The objectives for which the Company is established are to promote or join others in promoting companies and enterprises, to participate in companies and enterprises, to finance companies and enterprises, including providing security or undertaking the obligations of companies and enterprises with which the company is joined in a group or in which the company owns an interest or with which the company collaborates in any other way, to conduct the management of and to operate companies engaged in field of animal nutrition and fish feed, including all acts and things which relate or may be conducive thereto in the broadest sense, as well as to promote, to participate in, to conduct the management of and, as the case may be, to operate businesses of any other kind. 2.2. The objects specified above must be given the widest possible meaning. Capital. Article 3. The authorized capital of the Company amounts to seventeen million forty thousand euro (EUR 17,040,000), divided into one hundred and forty-two million (142,000,000) ordinary shares with a nominal value of twelve eurocent (EUR 0.12) each. Definitions. Article 4. 4.1. In these Articles of Association the following words and expressions shall have the meanings hereby assigned to them: a. Book 2 means: Book 2 of the Netherlands Civil Code; b. Executive Board/member(s) Executive Board means: the body of persons/individual person(s) of the Company in the terms as defined in Book 2; c. the General Meeting means: the general meeting as body of the Company, and also: meetings of that body of members; 242

d. shares means: the ordinary shares in the capital of the Company; e. shareholders: the holders of shares; f. depository receipts means: registered depository receipts issued for shares without the cooperation of the Company; g. persons entitled to attend General Meetings means: shareholders with or without voting rights, and also includes persons who possess usufruct of shares and are entitled to vote such shares and persons to whom shares have been pledged and are entitled to vote such shares, all this without prejudice to paragraph 1 of Article 21; h. receipt holders' rights means: the rights which by law vest in persons entitled to attend General Meetings, including but not limited to the right to receive notice of General Meetings, the right to attend such meetings and the right to take the floor at such meetings; i. annual accounts means: the balance sheet, the profit and loss account and the explanatory notes thereon; j. Euroclear: the central securities depository within the meaning of the Wet giraal effectenverkeer; k. intermediair: an intermediair within the meaning of the Wet giraal effectenverkeer; l. collective deposit: the collective deposit within the meaning of the Wet giraal effectenverkeer; m. joint holder: joint holder within the meaning of the Wet giraal effectenverkeer. 4.2. The expressions "written" and "in writing" also mean: communications sent by telegraph, telex, telecopier or by any other means of telecommunication capable of transmitting written text. Shares. Share certificate shares in bearer form. Depository Receipts. Usufruct and pledge of shares. Article 5. 5.1. The shares shall be bearer or registered shares at the option of the shareholder. No certificates are issued in respect of registered shares. The holders of registered shares are recorded in the shareholders register. The Executive Board may number the shares recorded in the shareholders register and may change the numbering of the shares. 5.2. All shares in bearer form shall be embodied in one share certificate. 5.3. Upon subscription for shares in bearer form to be issued, the person who acquires a right vis-à-vis the Company to a share shall receive a right in respect of a share in bearer form in the following manner. 5.4. The Company shall have the share certificate referred to in paragraph 2 kept in custody for the person or persons entitled by Euroclear. 5.5. The Company grants a right in respect of a share to a person entitled because (a) Euroclear enables the Company to add a share (or have this done) to the share certificate concerned and (b) the person entitled designates an intermediair, which credits him accordingly as joint holder in the collective deposit. 5.6. The administration of the share certificate is irrevocably assigned to Euroclear and Euroclear is irrevocably empowered to do whatever is necessary in respect of the shares concerned on behalf of the person or persons entitled, including acceptation, transfer and co-operation in adding to and deducting from the share certificate. 5.7. If a joint holder of the intermediair requires surrender of one or more shares in bearer form up to at most an number for which he is joint holder, the provisions of the Wet giraal effectenverkeer will apply. 5.8. A holder of a share in registered form may have the same registered in bearer form at any time because (a) the person entitled transfers this share by deed to Euroclear, (b) the Company acknowledges the transfer, (c) Euroclear enables the Company to add the shares to the share certificate (or have this done), (d) an intermediair designated by the person entitled credits the person entitled accordingly as joint holder in its collective deposit and (e) the 243

Company deregisters the person entitled (or has this done) as holder of the share concerned in the shareholders register. 5.9. The share certificate shall be signed personally by a member of the Executive Board. 5.10. If the share certificate has been lost, the Executive Board may issue a duplicate certificate, under such terms and conditions as the Executive Board shall attach to the same. Following issue of this document, which shall bear the word duplicate, the original document shall be void vis-à-vis the Company. 5.11. The Company may not give its cooperation in the issue of depository receipts for shares. 5.12. Shares may be encumbered with usufruct. If at the creation of the usufruct it has been provided that the right to vote shall vest in the usufructuary and the usufructuary is a person to whom the shares cannot be freely transferred, he shall have that right only if the granting of the voting right to the usufructuary and - in the case of assignment or transmission of the usufruct - the transmission of the voting right has been approved by the General Meeting with a majority of at least seventy-five (75%) per cent of the votes cast. 5.13. Shares may be pledged as security. If at the creation of the pledge it has been provided that the right to vote shall vest in the pledgee and the pledgee is a person to whom the shares cannot be freely transferred, he shall have that right only if the grant of the pledge has been approved by the General Meeting with a majority of at least seventy-five (75%) per cent of the votes cast. If the rights of the pledgee pass to another person, such person shall have the voting right only if the transmission of the voting right has been approved by the General Meeting with a majority of seventy-five per cent (75%) of the votes cast. 5.14. A shareholder who in consequence of usufruct or a pledge created on his shares is not entitled to vote, usufructuaries entitled to vote and pledgees entitled to vote shall possess the receipt holders' rights. Transfer of registered shares. Exercise of shareholder's rights. Article 6. 6.1. The transfer of registered shares shall require a deed signed for that purpose in accordance with the statutory provisions. 6.2. Paragraph 1 of this Article shall apply mutatis mutandis to the creation and transfer of usufruct of registered shares, to the creation of a pledge upon registered shares and to the division of any community of property or joint estate of which registered shares or a usufruct of registered shares are part. Supply of residence and address. Notices and announcements. Register of shareholders. Article 7. 7.1. Holders of registered shares, pledgees and usufructuaries of registered shares must supply their residence and address to the Company in writing. 7.2. Unless these Articles of Association provide otherwise, notices, announcements and generally all communications intended for the Company and/or a body of the Company are to be sent in writing to the Company's address. 7.3. The Executive Board shall keep a register in which shall be recorded: a. the names and addresses of all holders of registered shares as supplied by those persons to the Company, the number of shares they hold, specifying the class of the shares and their identifying numbers, if any, and the date on which they acquired the shares, the date of acknowledgement by or service upon the Company of notice of the acquisition of the shares, the date of registration as well as the amount paid on each share; b. the names and addresses of usufructuaries and pledgees of registered shares as supplied by those persons to the Company, the date on which they acquired such usufruct or pledge, the number and class(es) of shares in respect of which they possess such usufruct or pledge and the identifying numbers, if any, of those shares, the date of acknowledgement by or service upon the Company of notice of such acquisition, the date of registration, as well as notes specifying whether or not the 244

right to vote and the receipt holders' rights vest in the usufructuary or pledgee concerned. 7.4. The register of shareholders shall be updated at regular times. The pages of the register shall be numbered consecutively and shall be initialled by a member of the Executive Board. Each entry or note made in the register shall be initialled in the same manner. For this purpose a facsimile signature shall be deemed a personal signature. 7.5. Upon request, the Executive Board shall supply to any shareholder, usufructuary or pledgee an extract from the register of shareholders in respect of his rights to a share. If the share is encumbered with a usufruct or a pledge, the extract shall state which person possesses the right to vote and which person has the receipt holders' rights. 7.6. The Executive Board shall keep the register of shareholders at the office of the Company where it shall be open to the inspection of any shareholder, and any usufructuary and any pledgee of such shares who has the receipt holders' rights. Issue of shares. Article 8. 8.1. Shares shall be issued pursuant to a resolution of the General Meeting subject to the approval of the Supervisory Board. Subject to the approval of the Supervisory Board, the General Meeting may designate the Executive Board as the authorised body to resolve to issue shares; as long as the Executive Board is authorised to resolve to issue shares, the General Meeting is not allowed to resolve to issue shares. 8.2. Subject to the approval of the Supervisory Board, the General Meeting or, as the case may be the Executive Board shall determine the price and the further terms and conditions of the issue, with due observance of the other provisions on this matter in these Articles of Association. 8.3. If the Executive Board is designated as the authorised body to resolve to issue shares, it is determined on such designation which number of shares may be issued. On such a designation the period of the designation shall also be determined, which period may not exceed five years. The designation may be extended, from time to time, for periods not exceeding five years. Unless such designation provides otherwise, it may not be withdrawn. 8.4. Within eight days of a resolution by the General Meeting to issue or to designate the Executive Board, the Executive Board shall deposit the full text of the resolution at the commercial register. 8.5. Within eight days from the end of each calendar quarter the Executive Board shall lodge at the commercial registry a notification of each issue of shares in the past calendar quarter stating, the number and class. 8.6. The provisions of the previous paragraphs shall apply correspondingly to the granting of rights to subscribe for shares, but shall not apply to an issue of shares to a person who exercises a previously acquired right to subscribe for shares. 8.7. The Company cannot subscribe for shares in its own capital. 8.8. Shares may be issued only against payment in full. 8.9. The Executive Board may with the approval of the Supervisory Board resolve that payment on shares shall be made by some other means than payment in cash. Pre-emptive right at issue of shares. Article 9. 9.1. Each shareholder shall have a pre-emptive right regarding new shares to be issued against payment in cash. The pre-emptive right shall endure to the benefit of the shareholders concerned pro rata to their holdings - as at the date of the resolution to issue shares - of the shares from which they derive their pre-emptive right. Without prejudice to the foregoing the shareholders referred to in this paragraph shall not have the pre-emptive right in the cases where such right is withheld by virtue of mandatory provisions of the law. If any shareholder fails to exercise his pre-emptive right or does not exercise it on time or in full, the pre-emptive right in 245

respect of the shares so becoming available shall endure to the benefit of the other shareholders. 9.2. Subject to the approval of the Supervisory Board and with due observance of this Article, the resolution to issue new shares by the General Meeting or the Executive Board, as the case may be, shall provide in which manner and within which period of time the pre-emptive right can be exercised. 9.3. A share issue at which shareholders may exercise a pre-emptive right and the period during which said right is to be exercised shall be announced with due observance of the statutory provisions. The pre-emptive right may be exercised during the period prescribed by the law. 9.4. Subject to the approval of the Supervisory Board pre-emption rights may be limited or excluded. In the proposal in respect thereof, the reasons for the proposal and the selection of the intended issue price shall be explained in writing. 9.5. Restriction or exclusion of the pre-emption right shall take place by a resolution of the General Meeting, unless the Executive Board is empowered to do so. The power to do so may be given to the Executive Board by a resolution of the General Meeting for a fixed period not exceeding five years, but such a designation may only occur, if the Executive Board also shall be designated at the same time or was designated as the authorised body to resolve to issue shares. The designation may be extended, from time to time, for periods not exceeding five years. The designation is only valid as long as the Executive Board is the authorised body to resolve to issue shares. Unless such designation provides otherwise, it may not be withdrawn. 9.6. If less than one-half of the issued capital is represented at the meeting, a majority of at least two-thirds of the votes cast shall be required for a resolution of the General Meeting to restrict or exclude the pre-emption right or to make such designation as meant in the last paragraph. Within eight days after the resolution the Executive Board shall deposit the full text of the resolution at the commercial register. 9.7. The provisions of the preceding paragraph of this Article shall apply mutatis mutandis to the granting of rights to take shares. Shareholders shall have no pre-emptive right in respect of shares issued to a person exercising a previously acquired right to take shares. Acquisition by the Company of its own shares or depository receipts of such shares. The transfer or disposal thereof and the creation of limited rights to own shares or depository receipts thereof held by the company. Article 10. 10.1. Subject to the authorisation by the General Meeting and the given approval by the Supervisory Board and with due observance of the provision in section 98d of Book 2, the Executive Board may cause the Company to acquire fully paid up shares in its own share capital for a consideration. The General Meeting must specify in the authorisation, which shall be valid for not more than the period prescribed by the law, the number of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set. 10.2. The Executive Board with the approval of the Supervisory Board shall have the power to resolve: a. to transfer or dispose of shares held by the Company in its own capital and to determine the price and the other terms of transfer; b. to enter into contracts whereby the Company undertakes to transfer or dispose of shares held in its own capital, for example by granting a right to acquire such shares (option); c. to create a usufruct or pledge on shares held by the Company in its own capital and to determine the price - if any - and the other terms of such usufruct or pledge. 10.3. If depository receipts for shares in the Company have been issued, such depository receipts for shares shall be put on a par with shares for the purpose of the provisions of paragraph 1. 246

10.4. The Company may accept a pledge of its own shares or depository receipts issued therefor with due observance of the statutory provisions: 10.5. The Company or a subsidiary ("dochtermaatschappij") may not provide collateral, guarantee the price, otherwise act as surety or otherwise bind itself jointly and severally with or for third parties, for the purpose of the subscription or acquisition by third parties of shares in its own capital. The Company or a subsidiary ("dochtermaatschappij") may not grant loans for the purpose of the subscription or acquisition by third parties of shares in the capital of the company, unless such is permitted by law and with due observance of the statutory provisions. Reduction of capital. Article 11. 11.1. Acting on a proposal of the Supervisory Board the General Meeting may resolve to reduce the issued capital by a cancellation of shares or by a reduction of the nominal value of the shares by alteration of the Articles of Association. The shares referred to in the resolution must be designated therein and provisions for the implementation of such resolution must be made therein. The paid and called-up part of the capital may not fall below the minimum capital prescribed by law at the time of the resolution. 11.2. A resolution to cancel may only relate to shares held by the Company itself or of which it holds the depository receipts. 11.3. Acting on a proposal of the Supervisory Board the General Meeting may resolve that by alteration of the Articles of Association the nominal value of all shares shall be reduced. A reduction of the nominal value of shares must be made pro rata on all shares concerned. This pro rata requirement may be waived if all shareholders concerned so agree. 11.4. A resolution of the General Meeting for capital reduction may be adopted only by a majority of at least two-thirds of the votes cast, if less than one half of the issued share capital is represented. 11.5. The notice calling the General Meeting at which a resolution as referred to in this Article will be taken shall state the purpose of the reduction of capital and the manner of implementation. 11.6. The Company shall file the resolutions referred to in this Article at the Commercial Register and shall publish a notice of such filing in a national daily newspaper. Shareholders' proxy. Shares belonging to any community of property or joint estate. Article 12. 12.1. In respect of any or all of his shares a shareholder may give one or several persons written power of attorney to exercise any or all of the rights attached to those shares. Such power of attorney may not be given in respect of one and the same share to more than one person simultaneously. The power referred to in this paragraph also vest in usufructuaries and pledgees of shares. 12.2. Joint owners of any community of property or joint estate comprising shares or a limited right to shares may only exercise their rights by giving one or several persons written power of attorney to exercise said rights. If power of attorney is given to several persons, such power of attorney must specify in respect of which number of shares each proxy is authorised to exercise the rights attached thereto. Executive Board and Supervisory Board. Article 13. 13.1. Save for any restrictions laid down in the Articles of Association the business and affairs of the Company shall be managed by an Executive Board consisting of one or several members, under the supervision of a Supervisory Board. 13.2. Natural persons as well as bodies corporate shall be eligible for appointment as a member of the Executive Board. Natural persons only shall be eligible for appointment as a Supervisory Director. 247

13.3. The members of the Executive Board are appointed by the General Meeting. Their appointment by the General Meeting shall result from a nomination by the Supervisory Board. The Supervisory Board should declare whether the nomination is binding or not. The General Meeting can however at all times lift the binding force of any such nomination by means of a resolution passed by a majority of the votes cast, representing at least one-third of the issued share capital. If the proportion of one-third of the issued share capital as referred to in the previous sentence is not represented at the meeting, but an absolute majority of the votes cast is in favour of a resolution to cancel the binding nature of a nomination, a new meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless the proportion of the capital represented at that meeting. If the General Meeting lifts the binding force of the first nomination by the Supervisory Board, the Supervisory Board presents a second nomination. If the General Meeting again lifts the binding force of such a second nomination by means of a resolution adopted in the manner described above in this paragraph, the General Meeting appoints a member of the Supervisory Board without a binding nomination of the Supervisory Board. 13.4. The General Meeting can at all times suspend or dismiss a member of the Executive Board. The Supervisory Board can at all times suspend a member of the Executive Board. A resolution of the General Meeting to suspend or dismiss a member of the Executive board requires a resolution passed by an absolute majority of votes cast representing at least onethird of the issued capital, unless the proposal to suspend or dismiss is presented by the Supervisory Board in which case a resolution passed by an absolute majority of votes cast is sufficient, no quorum to be met. If the proportion of one-third of the issued share capital as referred to in the previous sentence, is not represented at the meeting, but an absolute majority of votes cast is in favour of a resolution to suspend or dismiss a member of the Executive Board, a new meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless the proportion of the capital represented at that meeting. 13.5. The members of the Supervisory Board are appointed by the General Meeting. Their appointment by the General Meeting may result from a nomination by the Supervisory Board. 13.6. The members of the Supervisory Board can be suspended or dismissed by the General Meeting. 13.7. Each nomination for the appointment of a member of the Executive Board or of the Supervisory Board, shall be accompanied by a notice specifying the candidate's age, profession, the amount of the shares he holds in the capital of the Company and the positions he holds or has held, insofar as such positions are of importance in connections with the fulfilment of the duties of office of a member of the Executive Board or of the Supervisory Board respectively. Such notice shall also specify, the legal persons with whom he is associated as a member of their Supervisory Board with, in cases where such legal persons include any which belong to one and the same group, the name of such group sufficing. The nomination for the appointment of a member of the Executive Board or of the Supervisory Board shall be motivated. On a reappointment the manner in which the candidate has fulfilled his duties as a member of the Supervisory Board shall be taken into account. 13.8. If either the General Meeting or the Supervisory Board has suspended a member of the Executive Board or if a member of the Supervisory Board has been suspended, the General Meeting must within three months after the effective date of suspension pass a resolution to remove him from office or to lift or to extend his suspension, in the absence of which resolution the suspension shall terminate. A resolution to extend the suspension can only be passed once and the period of extension of the suspension may not exceed three months from the date on which the General Meeting adopted the resolution to extend the suspension. The suspension terminates if the General Meeting has not resolved within the period of further suspension to terminate the suspension. A suspended member of either the Executive 248

Board or the Supervisory Board shall be given the opportunity to account for his conduct at the General Meeting and to have himself assisted by a legal advisor. Duties and powers of the members of the Executive Board. Executive Directors to hold office or being unable to act. Article 14. 14.1. Each member of the Executive Board shall be answerable to the Company for a proper discharge of the duties entrusted to him. 14.2. The Executive Board may, with due observance of these Articles of Association and subject to the approval of the Supervisory Board, adopt management rules governing its internal proceedings. These rules may contain provisions defining which particular duties shall be assigned to each of the members of the Executive Board. However, such division of duties shall not derogate from the joint responsibility of all members of the Executive Board for the whole of the management. The Supervisory Board shall appoint the Chairman of the Executive Board. The members of the Executive Board shall be supported by the secretary of the Company. The secretary shall be appointed and dismissed by the Executive Board subject to the prior approval of the Supervisory Board. 14.3. Meetings of an Executive Board consisting of several members shall be held as frequently as any member of the Executive Board may wish. Each member of the Executive Board shall have the power to call a meeting, provided that written notice of such meeting, stating the subjects to be discussed, is given to each of the other members of the Executive Board. The term of notice shall be at least three days, not including the day of despatch of the notice and the day of the meeting. In special cases the term of notice may be reduced, provided that all members of the Executive Board in office agree thereto. At any duly convened meeting resolutions may be passed on all subjects announced in the notice of that meeting, irrespective of the number of members of the Executive Board present at the meeting in person or by proxy. The members of the Executive Board can also participate in the meeting by telephone, provided all the members participating in the meeting can hear and address each other. 14.4. Any member of the Executive Board may be represented at meetings of the Executive Board by another member of the Executive Board acting by virtue of a power of attorney issued in writing. Such power of attorney may only concern the one specifically designated meeting stated therein. 14.5. If the Executive Board consists of several members, resolutions of the Executive Board shall require an absolute majority of the votes cast. If the Executive Board consists of three or more members, the vote of the Chief Executive Officer is decisive if there is a tie vote. If the Executive Board consists of two members the proposal is rejected if there is a tie vote. 14.6 A member of the Executive Board will not participate in deliberations and the adoption of resolutions in respect of which he has a conflict of interest with the Company and its enterprise. If no resolution can be adopted because of a conflict of interest of all members of the Executive Board, the Supervisory Board will resolve. 14.7. All resolutions which the members of the Executive Board are authorised to pass at a meeting may also be passed outside a meeting, provided that such resolutions be recorded in writing, that all members of the Executive Board have expressed their opinion on the intended resolution and that the majority of the members of the Executive Board declare themselves in favour of the resolution concerned. The documents containing evidence of this decision-making shall be kept at the office of the Company and shall be open to the inspection of any member of the Executive Board. 14.8. In the event that one or more members of the Executive Board shall cease to hold office or be unable to act, the other or remaining members or the only other or remaining members shall be temporarily entrusted with the management of the Company. In the event that all members of the Executive Board or the sole members shall cease to hold office or be unable to act, the management of the Company shall be temporarily entrusted to the person designated or to be designated for that purpose by the Supervisory Board, which person may 249

or may not be one of the Supervisory Directors. Failing such designation by the Supervisory Board then the management of the Company will temporarily be vested in the Supervisory Board. The provisions of these Articles of Association concerning the Executive Board and the member(s) individually shall apply mutatis mutandis to the person(s) referred to in this paragraph. If a person is incapable of acting the Supervisory Board will take the necessary measures as soon as possible in order to have a definitive arrangement made. 14.9. The Executive Board and the Supervisory Board shall provide to the General Meeting all such information as it may request, unless this conflicts with a substantial interest of the Company. Representation. Article 15. 15.1. The Executive Board shall represent the Company. The power to represent the Company shall also vest in each of the members of the Executive Board individually. 15.2. The Executive Board may grant power of attorney for signature to one or several persons and may alter or revoke such power of attorney. 15.3. The Executive Board shall have power without the approval of the General Meeting, subject to the approval of the Supervisory Board to enter into agreements as referred to in Article 94 of Book 2. Restrictions of executive powers. Article 16. 16.1. Resolutions of the Executive Board relating to the following matters shall be subject to the prior approval of the Supervisory Board: a. the issue and acquiring of shares in and debentures issued by the Company; b. an application for admission to trading of the instruments referred to in subparagraph a on a regulated market or a multilateral trading facility as referred to in Article 1:1 of the Financial Markets and Supervision Act ("Wet op het financieel toezicht") or a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State or an application for withdrawal of such admission; c. the participation by the Company or by a dependent company in the capital of another company where the value of the participation is at least one-fourth of the issued share capital plus the reserves according to the balance sheet and explanatory notes of the Company and also a material increase or reduction of such participation; d. investments, which require an amount to be determined by the Supervisory Board, which amount to be notified to the Executive Board, or - in case this is less - an amount equal to at least one-fourth of the issued share capital plus reserves of the Company according to its balance sheet and explanatory notes; e. a proposal to amend the Articles of Association; f. a proposal to dissolve the Company; g. the filing for bankruptcy and/or application for a moratorium; h. the termination of the employment of a substantial number of employees of the Company or of a dependent company at the same time or within a short period of time; i. a far-reaching change in the working conditions of a significant number of employees of the Company or a dependent company; j. a proposal to reduce the issued share capital. 16.2. Resolutions of the Executive Board, as far as not mentioned under one of letters of paragraph 1 of this Article and as determined by the Supervisory Board shall require the prior approval of the Supervisory Board provided that the Supervisory Board shall carefully describe such management resolutions and notify the Executive Board accordingly. 250

16.3. The Executive Board shall be required to follow the directions given by the Supervisory Board with respect to the general lines of the financial, social, economic and personnel policies to be pursued. 16.4. Without prejudice to any other applicable provision of these Articles of Association, the Executive Board shall furthermore require the prior approval of the Supervisory Board and the General Meeting for resolutions of the Executive Board regarding a significant change in the identity or nature of the Company or the enterprise, including in any event: a. the transfer of the enterprise or practically the entire enterprise to a third party; b. to conclude or cancel any long-lasting co-operation by the company or a subsidiary ("dochtermaatschappij") with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such co-operation or the cancellation thereof is of essential importance to the company; c. to acquire or dispose of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of the company, by the company or a subsidiary ("dochtermaatschappij"). 16.5. The absence of the approval of the Supervisory Board as well as the General Meeting for a resolution referred to in this Article shall not affect the power of representation as referred to in paragraph 1 of Article 15. Duties and powers of the Supervisory Board. Article 17. 17.1. It shall be the duty of the Supervisory Board: a. to supervise the policies of the Executive Board and the general conduct of affairs of the Company and its business; b. to assist the Executive Board with advice. In the discharge of their duties the Supervisory Directors shall act in accordance with the interests of the Company and its business. 17.2. The Executive Board shall on time supply to the Supervisory Board the data needed for the discharge of its duties, as well as all such information as it may request. 17.3. If so invited the members of the Executive Board shall be required to attend the meetings of the Supervisory Board. 17.4. The Supervisory Board may designate one or several of its members to be individually empowered to enter the buildings and land of the Company and to inspect all books, records and other database of the Company. 17.5. For the purposes of discharging its duties the Supervisory Board may at the expense of the Company procure the assistance of one or more experts. 17.6. The Supervisory Board shall appoint one of its members to be Chairman of the Board and one of its members to be Vice-Chairman of the Board. The Supervisory Board shall be supported by the secretary of the Company. 17.7. The Supervisory Board may appoint one of its members to be Delegate Supervisory Director, whose particular duty it shall be to maintain regular day-today contact with the Executive Board. 17.8. The positions of Chairman of the Supervisory Board and Delegate Supervisory Director may be held by one and the same person. 17.9. If there is any vacancy in the Supervisory Board, the Board shall nevertheless retain the power to perform the duties imposed upon it by law and these Articles of Association. 17.10. The Supervisory Board may, with due observance of these Articles of Association, adopt rules governing its internal proceedings. 17.11. Each Supervisory Director may be represented at meetings by another Supervisory Director acting by virtue of a written power of attorney. Such power of attorney may only relate to one meeting specifically stated therein. The members of the Supervisory Board can also participate in the meeting by telephone, provided all the members participating in the meeting can hear and address each other. 251

17.12. All resolutions of the Supervisory Board shall be passed by an absolute majority of the votes cast. If the voting for and against a proposal not requiring a larger majority is equally divided, the proposal shall be rejected. 17.13 A member of the Supervisory Board will not participate in deliberations and the adoption of resolutions in respect of which he has a conflict of interest with the Company and its enterprise. If no resolution can be adopted because of a conflict of interest of all members of the Supervisory Board, the General Meeting will resolve. 17.14. Any resolution which the Supervisory Directors can pass at a meeting may also be passed by them outside a meeting, provided that all Supervisory Directors express their opinion on the proposed resolution in writing and that the resolution be passed by the majority of votes required under these Articles of Association. The documents showing the manner of decision-making outside a meeting shall be kept at the office of the Company and shall be open to the inspection of all Supervisory Directors. 17.15. Each Supervisory Director as well as the Executive Board shall have the power to call a meeting of the Supervisory Board. Remuneration members Executive Board and Supervisory Board. Article 18. 18.1. The policy regarding the remuneration of the members of the Executive Board will be adopted by the General Meeting upon a proposal of the Supervisory Board. 18.2. The remuneration of the members of the Executive Board will, with due observance of the policy set out in paragraph 1, be determined by the Supervisory Board. The Supervisory Board will submit for approval by the General Meeting a proposal regarding the arrangements for the remuneration in the form of shares or rights to acquire shares. This proposal includes at least how many shares or rights to acquire shares may be awarded to the members of the Executive Board and which criteria apply to an award or modification. 18.3. Upon the proposal of the Supervisory Board, the General Meeting shall determine the remuneration of the members of the Supervisory Board, which shall consist of a fixed yearly amount. A member of the Supervisory Board shall not be granted any shares and/or rights to acquire shares by way of remuneration. Indemnification members Executive Board and Supervisory Board Article 19 Unless Dutch law provides otherwise, current and former members of the Executive Board and the Supervisory Board will be indemnified for: a. the reasonable costs of conducting a defence against claims based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company's request; b. any damages or fines payable by them as a result of an act or failure to act as referred to under a; c. the reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Executive Board or the Supervisory Board, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf. There shall be no entitlement to the indemnification as referred to above if and to the extent that (i) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterised as wilful ("opzettelijk"), intentionally reckless ("bewust roekeloos") or seriously culpable ("ernstig verwijtbaar") conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, or (ii) the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss. The Company may take out liability insurance for the benefit of the persons concerned. The members of the Supervisory Board may by agreement or otherwise give further implementation to the above with respect to members of the Executive Board. 252

General meeting. Notice. Venue of the General Meeting. Article 20. 20.1. Without prejudice to the provisions of Article 25, General Meetings shall be held as frequently as the Executive Board or the Supervisory Board may wish. The power to call the General Meeting shall vest in the Executive Board, and in the Supervisory Board. 20.2. The Executive Board shall be required to call a General Meeting if a request to that effect is made by one or several shareholders jointly representing at least one/twentieth of the issued and outstanding share capital, such request to specify the subjects to be discussed. This obligation shall apply mutatis mutandis to the Supervisory Board. If the General Meeting is not held within six weeks after such request, the applicants themselves shall be authorised to call the General Meeting - with due observance of the applicable provisions of the law and the Articles of Association - without for that purpose requiring authorisation from the "Voorzieningenrechter". The provisions of paragraph 3 of this Article shall apply mutatis mutandis to notice of a General Meeting as referred to in the preceding sentence. Within three months after the Executive Board has considered it plausible that the Company's equity has decreased to an amount equal to or less than one half of the paid up part of the capital, a General Meeting shall be held to discuss the measures to be taken, if necessary. 20.3. Notice of the General Meeting must be given to each person entitled to attend General Meetings. The notice shall be given in such manner as shall be authorized by law. 20.4. The notice shall state the business to be transacted as well as the other information prescribed by law or these Articles of Association. If the proposal concerns an amendment of the Articles of Association or a reduction of the capital, then together with the notice a draft of the proposal in which the proposed amendment of the Articles of Association is included respectively in which the purpose of the capital reduction and the manner of realization is explained, will be available for each shareholder and any other person entitled to attend General Meetings for inspection at the offices of the Company and at such places as will be specified in the notice convening the meeting until the General Meeting is held in which the resolution concerning the proposal is dealt with. The documents shall be available free of charge at the aforementioned places for shareholders and other persons entitled to attend General Meetings. With respect to proposals, in respect of which the provisions of this paragraph are not complied with and which are not announced subsequently with due observance of the notice period required, no valid resolutions can be adopted. 20.5. Shareholders representing at least one per cent (1%) of the issued share capital and shareholders representing a value of not less than fifty million euro (EUR 50,000,000) have the right to propose agenda items, provided that they submit their proposals well-motivated or in the form of a proposal for a resolution no later than the sixtieth day prior to the day of the General Meeting to the Executive Board or the Supervisory Board by registered letter accompanied by proof of their shareholding. A written statement from an intermediair to the effect that the number of shares in bearer form mentioned in that statement belongs to its collective deposit and that the person mentioned in that statement is joint holder of the shares in its collective deposit shall be proof of a holding of shares in bearer form as referred to in the first sentence of this paragraph. 20.6. Written requests as referred to in section 110, first subsection and section 114a, first subsection of Book 2, may be submitted electronically. Requests as referred to in section 110, first subsection and section 114a, first subsection of Book 2 shall comply with conditions stipulated by the Executive Board subject to the approval of the Supervisory Board, which conditions shall be posted on the Company's website. 20.7. General Meetings shall be held in either Amersfoort, Boxmeer, Amsterdam, Rotterdam, The Hague, or in the municipality of Haarlemmermeer (Schiphol Airport). 253

Admittance to and chairmanship of the General Meeting. Article 21. 21.1. Persons entitled to attend the General Meeting are entitled to attend the General Meeting, to take the floor at such meeting and- as far as they have voting rights - to vote. The members of the Executive Board and the Supervisory Directors of the Company also are entitled to attend the General Meeting, with the exception of any member of the Executive Board or Supervisory Director who has been suspended, and admittance shall further be granted to any person whom the Chairman of the meeting concerned has invited to attend the General Meeting or any part of that meeting. 21.2. Shareholders and other persons entitled to attend General Meetings may be represented by another person pursuant to a proxy in writing. 21.3. The Executive Board may, subject to the approval of the Supervisory Board, decide that each person entitled to attend General Meetings may by electronic means of communication directly take note of the business transacted at a General Meeting. 21.4. The Executive Board may, subject to the approval of the Supervisory Board, decide that each person entitled to attend General Meetings (and vote thereat) may, either in person or by written proxy, vote at and/or participate in that meeting by electronic means of communication, provided that such person can be identified through the electronic means of communication and furthermore provided that such person can directly take note of the business transacted at the meeting concerned. The Executive Board may, subject to the approval of the Supervisory Board, attach conditions to the use of the electronic means of communication, which conditions shall be announced at the convocation of the General Meeting and shall be posted on the Company's website. 21.5. Before admission to a meeting, a shareholder or another person entitled to attend General Meetings or his proxyholder shall sign an attendance list reflecting his name and the number of votes he may cast. If he is a proxyholder the name of the person represented shall also be reflected. 21.6. The General Meeting shall be presided by the Chairman of the Supervisory Board; the Chairman, however, even if he is present, may appoint another person to preside over the meeting. If the Chairman of the Supervisory Board is not present and has not appointed another person to preside over the meeting, then the members of the Supervisory Board that are present shall elect a Chairman. If none of the members of the Supervisory Board is present at the meeting, then the meeting shall elect a Chairman. The Chairman designates the secretary. 21.7. The ruling pronounced by the Chairman at the meeting in respect of the outcome of any vote shall be decisive. The same shall apply to the contents of any resolution passed, to the extent that the vote taken related to a proposal not recorded in writing. However, if immediately after the aforesaid ruling pronounced by the Chairman the correctness of that ruling is contested, another vote shall be taken if so desired by the majority at the meeting or - if the original vote was not taken on a poll or by a secret ballot - by any person present who is entitled to vote. Such new vote shall override the legal consequences of the original vote. 21.8. Unless a notarial record of the business transacted at the meeting is drawn up, the Chairman shall designate a person charged with keeping the minutes. The minutes shall be adopted by the Chairman or the secretary of the meeting or by the General Meeting at a subsequent meeting, in evidence of which the minutes shall be signed by the Chairman and the secretary of the meeting at which the minutes were adopted. The notarial record or the minutes, as the case may be, shall state the number of the shares represented at the meeting and the number of votes that can be cast. If the General Meeting or the Executive Board or the Supervisory Board resolves to instruct a Civil Law Notary to draw up an official record of the proceedings at any General Meeting, or if one or several shareholders jointly representing at least one/twentieth of the issued and outstanding share capital so decide, the Executive Board shall give a Civil Law Notary instruction to draw up such official record. The cost of the notarial record shall be borne by the Company. 254

21.9. The minutes of the General Meeting of shareholders shall be made available, on request, to shareholders no later than three months after the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the following three months. The minutes shall then be adopted in the manner provided for in the preceding paragraph. 21.10. In the event that a notarial record is prepared of the proceedings at the meeting, the provisions of this paragraph are not applicable. Such notarial record needs to be prepared no later than three months after the end of the meeting and on request of the shareholder, be made available. 21.11. A certificate signed by the Chairman confirming that the General Meeting has adopted a particular resolution, shall constitute evidence of such resolution vis-á-vis third parties. Voting rights. Decision-making. Article 22. 22.1. Each share carries the right to cast one vote in the General Meeting. 22.2. No votes may be cast at the General Meeting in respect of shares which are held by the Company or any of its subsidiaries, nor in respect of shares the depository receipts of which are held by the Company or any of its subsidiaries. Usufructuaries and pledgees of shares which belong to the Company or its subsidiaries shall not, however, be excluded from the right to vote if the usufruct or pledge was created before the shares concerned were held by the Company or a subsidiary of the Company. The Company or a subsidiary of the Company may not cast votes for shares in respect of which the Company or the subsidiary possesses a pledge or usufruct. 22.3. In determining to which extent the shareholders cast votes, are present or are represented, or to which extent the share capital is represented the shares in respect of which no votes may be cast shall not be taken into account. 22.4. Unless the Articles of Association stipulate a larger majority, all resolutions of the General Meeting shall be passed by an absolute majority of the votes cast. 22.5. Blank votes and invalid votes shall not be counted. 22.6. The Chairman shall decide on the method of voting and on the possibility of voting by acclamation. 22.7. If at the election of persons the voting for and against the proposal is equally divided, another vote shall be taken at the same meeting; if then again the votes are equally divided, then - without prejudice to the provision in the next following sentence of this paragraph - a drawing of lots shall decide. If at an election of persons the vote is taken between more than two candidates and none of the candidates receives the absolute majority of votes, another vote where necessary after an interim vote and/or a drawing of lots- shall be taken between the two candidates who have received the largest number of votes in their favour. If the voting for and against any other proposal than as first referred to in this paragraph is equally divided, that proposal shall be deemed to be rejected. 22.8. If pursuant to the Articles of Association the validity of a resolution depends also upon the part of the issued and outstanding share capital represented at the meeting and if such quorum is not present at the meeting, then - unless elsewhere in these Articles of Association the contrary is provided with respect to any subject specifically mentioned there - a second meeting may be called and held at which such resolution may be passed irrespective of the part of the issued and outstanding share capital represented at that meeting. The notice calling such second meeting must state that and pursuant to which provision a resolution may be passed at that meeting irrespective of the part of the issued and outstanding share capital represented at that meeting. Notice calling the second meeting shall not be given until after the end of the first meeting. The second meeting must be held within six weeks after the first meeting. Financial Year. Annual accounts. Article 23. 23.1. The financial year shall coincide with the calendar year. 255

23.2. Annually, within the period set under or pursuant to the law the Executive Board shall make generally available: the annual accounts, the annual report, the auditor's statement as well as other information which, under or pursuant to the law, must be made generally available together with the annual accounts. 23.3. The annual accounts shall be signed by all members of the Executive Board and all Supervisory Directors. If the signature of one or more of the members of the Executive Board and/or one or more of the Supervisory Directors are missing, this and the reason for such absence shall be stated. 23.4. The Company shall ensure that the annual accounts, the annual report, the auditor's statement and the other particulars mentioned in paragraph 1 shall be available at the office of the Company as soon as possible but not later than as from the date of notice calling the General Meeting intended for the discussion and approval thereof, and at the address mentioned in the notice. Said documents shall be open to the inspection of the shareholders and other persons entitled to attend General Meetings at the office of the Company and copies thereof may be obtained by them free of charge. Third parties can obtain copies at cost price at the addresses mentioned above. 23.5. If an auditor's certificate on the annual accounts is required and the General Meeting has not had the opportunity of inspecting that certificate, the annual accounts cannot be approved unless a legitimate reason for the absence of the certificate is stated in the added particulars. 23.6. If the annual accounts are adopted in amended form after correction, copies of such amended annual accounts may be obtained by the shareholders and other persons entitled to attend General Meetings free of charge. Auditor. Article 24. 24.1. The General Meeting shall instruct a chartered accountant or other expert as defined in Section 393 of Book 2 - both to be referred to herein as: the auditor or, as the case may be, an organisation in which such experts work together, to conduct an examination of the annual accounts. If the General Meeting fails to give such instruction the Supervisory Board or - if it fails to give such instruction - the Executive Board shall be authorised and required to do so. The General Meeting and the one which has given such assignment may revoke the instruction as first referred to in this paragraph and give that instruction to another auditor for good reasons only with due observance of Section 393 subsection 2 of Book 2. Furthermore, the assignment given by the Executive Board may be revoked by the Supervisory Board and be given to another auditor. 24.2. The auditor shall report on his audit to the Executive Board and to the Supervisory Board and shall set out the result of his audit in a certificate. Annual meeting. Article 25. Each year at least one General Meeting shall be held within the period set under or pursuant to the law. Profits and losses. Article 26. 26.1. From the profits made in the preceding financial year such amounts as to be determined by the Executive Board and subject to the approval of the Supervisory Board will be reserved. 26.2 The profit remaining after satisfaction of the preceding paragraph shall be at the free disposal of the General Meeting. In a tie vote regarding a proposal to distribute or reserve profits, the profits concerned shall be reserved. 26.3. Any distribution other than an interim dividend may be made only after approval of the annual accounts which show that they are justified. 256

26.4. The Company may distribute profits only if and to the extent that its shareholders' equity is greater than the sum of the paid and called-up part of the issued capital and the reserves which must be maintained by virtue of the law. 26.5. For the purposes of determining the allocation of profits any shares or depository receipts held by the Company and any shares or depository receipts of which the Company has a usufruct shall not be taken into account. 26.6. The General Meeting shall be authorised to resolve, at the proposal of the Executive Board, which proposal shall be subject to the approval of the Supervisory Board, to make distributions to the shareholders from the free distributable reserves. 26.7. The Executive Board subject to the approval of the Supervisory Board may resolve to declare interim dividends. Article 27. 27.1. Dividends shall be made payable and distributable with effect from a date to be determined by the Supervisory Board. Dividends which have not been collected within five years of the start of the second day on which day became due and payable shall revert to the Company. 27.2. Subject to the approval of the Supervisory Board, the Executive Board shall be authorised to determine that a distribution on shares whole or partly shall be made in the form of shares in the capital of the Company rather than cash, or to determine that the shareholders whole or partly shall have the choice between distribution in cash or in the form of shares in the capital of the Company, in so far as the Executive Board has been appointed, in accordance with the provisions of Article 8 hereinbefore, as an administrative body authorised to resolve to issue such shares. Subject to the approval of the Supervisory Board, the Executive Board shall determine the conditions on which such a choice may be made. If the Executive Board is not appointed as the authorised body as mentioned hereinbefore, the General Meeting will have the authority as mentioned hereinbefore on the proposal of the Executive Board subject to the approval of the Supervisory Board. Special resolutions. Article 28. 28.1. A resolution to amend these Articles of Association or to wind up the Company may only be adopted at the proposal of the Executive Board. 28.2. Without prejudice to the provisions of paragraph 1 a resolution to wind up the Company may only be adopted in a General Meeting in which at least half of the issued share capital is represented. If at a meeting in which the proposal to adopt a resolution to wind up the Company, the required capital is not represented, then a second meeting shall be called, to be held ultimately forty-five (45) days after the first meeting and where, regardless of the capital represented the resolution to wind up the Company can be adopted. In the notice of convocation of the new meeting, it must be stated that and why a resolution to wind up the Company can be adopted regardless of the capital represented at the meeting. Winding up and liquidation. Article 29. 29.1. If the Company is wound up by resolution of the General Meeting, the liquidation shall be carried out in accordance with the provisions of the law. During the liquidation period the Articles of Association shall, wherever possible, remain in full force. 29.2. In the event of its voluntary winding up the Company shall continue in existence for such period of time as the liquidation of its assets and liabilities may require. 29.3. In any document issued and notice served by the Company in the course of its winding up the words: "in liquidation" must be added to its name. 29.4. Unless otherwise resolved by the General Meeting or unless otherwise provided by law, the members of the Executive Board of the Company shall be the liquidators of the Company. 29.5. All reports and statements concerning the winding up and the liquidation as required by law shall be filed by the liquidators at the Commercial Register. 257

29.6. The surplus assets remaining after all the Company's liabilities have been satisfied shall be distributed among the shareholders in proportion to the number of shares held by each of them. 29.7. After the legal entity has ceased to exist the books and records and other data carriers of the Company shall remain in the custody of the person designated for that purpose by the liquidators for a period of seven years. 258

18. ADVISORS Advisors to Offeror Financial advisor Legal advisor Commercial, accounting & tax Lazard B.V. Allen & Overy LLP Bain & Company Netherlands, LLC (commercial advisor) Advisors to Nutreco Deloitte Financial Advisory Services B.V. en Deloitte Belastingadviseurs B.V. (accounting & tax advisor) Financial advisors Legal advisor Communications advisor ING Bank N.V. Leonardo & Co. B.V. (advisor to the Supervisory Board) BofA Merrill Lynch De Brauw Blackstone Westbroek N.V. Skadden, Arps, Slate, Meagher & Flom LLP Hill + Knowlton 259