1. No category

EXTRAORDINARY GENERAL MEETING OF NUTRECO N.V.
9 February 2015
This signed proxy / voting instruction should be in the possession of
ABN AMRO Bank NV
Corporate Broking
t.n.v. Bart Bakker (Paccode HQ7050)
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
E-mail: corporate.broking@nl.abnamro.com
no later than Monday, 2 February 2015
PROXY / VOTING INSTRUCTION
The undersigned,
Name: ………………………………………………….………… Initials: ………………………
Address: ……..….………………………………………………………………………………...
City: ………………..……………………………………………………………………………….
Country: …..………………………………………………………………………………………..
(optional) acting for or on the instructions of
Company name: …….……………………………………………………………………………
Address: …………………………………………………………………………………………...
Official seat City: ..……………………………………………………………………………….
Country: ………….………………………………………………………………………………..
holder of ___________________________ ordinary shares in the share capital of Nutreco
N.V. (hereafter “Holder”) which have been/will be duly registered for participation at the
Extraordinary General Meeting of Nutreco N.V. to be held on Monday, 9 February 2015 at
02.30 p.m. at De Flint at Amersfoort
hereby grants power of attorney to
O
Nutreco N.V., Boxmeer, The Netherlands, represented by any member of the
Executive Board; or to
O
Name:
____________________________________________________
Company:
____________________________________________________
Address:
____________________________________________________
____________________________________________________
in order to represent Holder at the Extraordinary General Meeting and any postponements
thereof, to vote on behalf of Holder on the resolutions proposed under item 3., 4., 5.2, 5.3
and 5.4 of the agenda, to ask any questions at the Extraordinary General Meeting and to
take any action to which Holder in its capacity of shareholder would be entitled in
accordance with the Articles of Association of Nutreco N.V. and in general to do anything
which shall be deemed necessary or useful, all with promise of ratification if needed and
with power of substitution.
Done at:
____________________________________________________
Date:
____________________________________________________
Signed:
____________________________________________________
(name and capacity)
Agenda items and voting instruction for the
Extraordinary General Meeting of Nutreco N.V.
on Monday, 9 February 2015
(in the absence of a clear voting instruction the votes will be cast in favour of the
resolutions concerned)
Please mark your choice
In
favour
X
Against
Abstention
1.
Opening and notifications
n.a.
1.1
Opening
n.a.
1.2
Notifications
n.a.
2.
Discussion of the recommend public offer
n.a.
3.















6.
Conditional Amendment of the Articles of
Association
Conditional Amendment of the Articles of Association
of Nutreco, as per the Settlement Date and conditional
upon Settlement, each as defined in the Offer
Memorandum, and authorisation to execute the deed
of amendment of the Articles of Association
Conditional Discharge
Conditional discharge, as per the Settlement Date and
conditional upon Settlement, of Mr J.M. de Jong,
Mr A. Puri and Ms H.W.P.M.A. Verhagen with respect
to their duties and obligations performed and incurred
in their respective capacity as member of the
Supervisory Board until the EGM
Conditional changes in the Composition of the
Supervisory Board
Conditional voluntary stepping down, as per the
Settlement Date and conditional upon Settlement, of
Mr J.M. de Jong, Mr A. Puri and Mrs H.W.P.M.A.
Verhagen as member of the Supervisory Board
Conditional appointment, as per the Settlement Date
and conditional upon Settlement, of Mr S.R. Nanninga
as member of the Supervisory Board
Conditional appointment, as per the Settlement Date
and conditional upon Settlement, of Mr B.L.J.M.
Beerkens as member of the Supervisory Board
Conditional appointment, as per the Settlement Date
and conditional upon Settlement, of Mr W. van der
Woerd as member of the Supervisory Board
Any other business
7.
Closing
4.
5.
5.1
5.2
5.3
5.4
n.a.
n.a.
n.a.
n.a.