Minutes of the Extraordinary General Meeting of Shareholders of Nutreco N.V. held on 21 December 2010

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1 Minutes of the Extraordinary General Meeting of Shareholders of Nutreco N.V. held on 21 December 2010 The draft minutes of the Extraordinary General Meeting of Shareholders held on 21 December 2010 have been published on 24 February The final minutes have been adopted on 23 May Disclaimer: This English translation is for convenience and information purposes only. In case of any differences with the text of the Dutch version of the Notulen van de Buitengewone Algemene Vergadering van Aandeelhouders, the latter will prevail.

2 Free translation Minutes of the proceedings of the Extraordinary General Meeting of Shareholders ( EGM ) of Nutreco N.V. (the Company ), a public limited liability company (naamloze vennootschap) having its registered office in Boxmeer, held at the office of the Company on 21 December Opening The Chairman of the Supervisory Board of the Company, Mr R. Zwartendijk, acted as chairman and opened this Extraordinary General Meeting of Shareholders of the Company at hours. He warmly welcomed the shareholders, the guests and a delegation from the Central Works Council. The Chairman stated that seated at the table were Mr C. van Rijn, CFO and a member of the Executive Board, and Mrs A. van Bergen, the Company Secretary. The Chairman appointed Mrs A. van Bergen as secretary of the meeting. The minutes of the meeting would also be kept by her. This meeting was recorded on audio and video tape for the purpose of minute-taking. The Chairman pointed out that the invitation and the agenda for the meeting had been published on the Company's website on 9 November 2010 and a notice had been published in Het Financieele Dagblad. The agenda as well as the notes and the draft deed of amendment to the Articles of Association had been made available for inspection and were available free of charge at the office of the Company and at the office of The Royal Bank of Scotland in Amsterdam, and had been forwarded free of charge to shareholders who had asked for these to be sent to them. The documents had been made available in Dutch and English on the Company's website. The Chairman noted that no requests for additional items to be placed on the agenda had been received from shareholders with an interest of at least 1% of the issued share capital or from shareholders representing a value of at least EUR 50 million. In accordance with the relevant statutory provisions, the Registration Date for this meeting had been 23 November Those parties who were listed in the Company's shareholders' register on the Registration Date or who were entitled to shares in the Company according to the records kept by the institutions registered with Euroclear Nederland qualified as parties entitled to attend and vote at this meeting

3 Registration to attend the meeting had been possible from 24 November 2010 until the closing date of 16 December The Chairman noted that both the requirements of the Articles of Association and the legal requirements had been met, and that this EGM was authorised to take lawful decisions on all the proposals on the agenda. The Chairman informed the meeting that on the Registration Date the total issued share capital of the Company was EUR 9,626,851.68, divided into 35,118,682 ordinary shares and 4,993,200 Cumulative Preference A shares. The issued shares confer the right to cast 40,111,882 votes. Mrs Van Bergen announced that four shareholders and/or proxy-holders were present at this meeting. The total number of voting shares present was 21,134,676, divided into 16,141,476 ordinary shares (45.96% of all ordinary voting shares issued) and 4,993,200 Cumulative Preference A shares (100% of the Cumulative Preference A shares). This meant that 52.69% of all voting shares issued were present or represented. The Company would announce the voting results that had been recorded on the Company's website not later than fifteen days after the meeting. Before proceeding to item 2 on the Agenda, the Chairman drew the meeting's attention to the following points, in the interest of ensuring the smooth running of the meeting: 1. There would be an opportunity to ask questions following the explanation of each item on the agenda. 2. Anyone wishing to put a question should make this clearly known. For reporting purposes, it was essential that those asking questions clearly stated their name and address and, if necessary, the organisation they were representing. 3. Those present were asked to ensure that their mobile phones were switched off. 2. AUTHORISATION TO BUY BACK 4,993,200 CUMULATIVE PREFERENCE A SHARES AND PROPOSAL TO CANCEL 4,993,200 CUMULATIVE PREFERENCE A SHARES 2.1 Authorisation of the Executive Board subject to the approval of the Supervisory Board and the suspensive condition of amendment of the Articles of Association to have the Company buy back 4,993,200 Cumulative Preference A shares as specified in article 10 of the Company's Articles of Association. The authorisation is valid until 1 April

4 The Chairman announced that conditional agreement had been reached with the holders of the Cumulative Preference A shares issued by the Company, MaesInvest B.V. and ASR Nederland N.V., that the Cumulative Preference A shares held by them would be bought back by the Company at the end of the current dividend period (31 December 2010), after which the Cumulative Preference A shares would be cancelled. The reasons for the buy back were, on the one hand, the amount of the dividend payable on the Cumulative Preference A shares compared with the Company's favourable cash position and, on the other, the fact that under IFRS these shares, in view of the terms and conditions, may not be considered as forming part of the Company's equity. In addition, best practice provision IV.1.2 of the Dutch Corporate Governance Code had been taken into consideration during the discussions with the holders of these shares. A buy back followed by cancellation would eliminate the disproportional voting right attached to the Cumulative Preference A shares, while a buy back would also result in a positive contribution to the earnings per share. In the General Meeting of Shareholders of the Company held on Thursday, 1 April 2010, authorisation had been granted to the Executive Board, in accordance with article 10 of the Company's Articles of Association, subject to approval from the Supervisory Board and without prejudice to the provisions in Article 98 of Book 2 of the Dutch Civil Code, to acquire ordinary shares and Cumulative Preference A shares representing a maximum of 10% of the issued share capital of the Company. The term of the authorisation that had been requested, and granted by the AGM, had been 18 months. However, this authorisation did not permit the buy back of 100% of the Cumulative Preference A shares issued, being 4,993,200 shares, representing approximately 12% of the issued share capital of the Company. The shareholders were therefore now being asked to grant an additional authorisation to buy back 4,993,200 Cumulative Preference A shares, subject to the condition precedent of amendment of the Articles of Association as referred to under agenda item 3. The Cumulative Preference A shares would be acquired for a price, per Cumulative Preference A share, between the nominal value of the Cumulative Preference A shares and the intrinsic value, increased by the discounted value of the dividend still owed in accordance with article 29.1 of the Company's Articles of Association until 31 December 2010, inclusive, and the costs incurred in connection with the acquisition. The acquisition price of the Cumulative Preference A shares would be EUR 54,453,625.93, representing the nominal value increased with an amount for the paid-in share premium, corresponding to EUR per share

5 The term of the authorisation being requested was until 1 April 2011, commencing after approval of the proposed resolution. The authorisation granted by the AGM on 1 April 2010 for the buy back of ordinary shares and Cumulative Preference A shares up to a maximum of 10% of the issued share capital would remain in force without change. This authorisation offered the flexibility to comply with obligations concerning share-related remuneration plans, the stock dividend or otherwise. In view of the proposal to amend the Articles of Association under agenda item 3, the Company would only be able to acquire a maximum of 20% of the issued share capital of the Company upon exercising the authorisations, however. The Chairman asked whether there were any questions regarding this agenda item. As there were no questions, the Chairman asked the shareholders to proceed to voting. The Chairman explained that no voting pads would be used, for which reason the Chairman asked first whether anyone wished to vote against item 2.1 on the agenda. The Chairman announced that there were 79,878 votes (0.38%) against. The Chairman then asked whether there were any abstentions. He announced that there were 4,802 abstentions (0.02%). The Chairman concluded that the meeting had passed the resolution to grant authorisation for the buy back of 4,993,200 Cumulative Preference A shares by an overwhelming majority (99.6%). 2.2 Proposal to cancel 4,993,200 Cumulative Preference A shares As Cumulative Preference A shares would be bought back in accordance with agenda item 2.1, approval was requested for the cancellation of the shares that had thus been bought back in accordance with the law and article 11 of the Company's Articles of Association, and hence for a reduction of the issued share capital of the Company. In accordance with the provisions in article 11 of the Company's Articles of Association, the meeting of holders of Cumulative Preference A shares had been requested to grant its approval, prior to this EGM, for the proposal to cancel the Cumulative Preference A shares. The holders of Cumulative Preference A shares had approved the proposal. The cancellation of the Cumulative Preference A shares would become effective once the resolution to cancel had been filed at the office of the Trade Register and two months had elapsed since the publication of the cancellation resolution in a national daily newspaper, provided that the creditors did not lodge any objection to such resolution within the aforementioned period. The Chairman expected that the cancellation of the shares could be effected in early March

6 The Chairman announced that for this proposal to be adopted, a majority of at least two thirds of the votes cast was required if less than 50% of the issued share capital was present or represented at the meeting. As more than 50% was present at the meeting, however, a simple majority would suffice. The Chairman asked whether there were any questions regarding this agenda item. As there were no questions, the Chairman proceeded to take the vote. He asked whether there were any shareholders who wished to vote against the proposal to cancel 4,993,200 Cumulative Preference A shares or to abstain from voting. The Chairman concluded that there were no votes against the proposal and that there were 25,892 abstentions (0.12%). He therefore concluded that the meeting had approved the proposal to cancel by the required majority of votes (99.88%). 3. Proposal to amend article 10, paragraph 2, point b. of the Company's Articles of Association As article 10, paragraph 2, point b. of the Articles of Association does not currently permit more than 10% of the issued share capital to be acquired, in order to enable the buy back by the Company of the issued Cumulative Preference A shares, which amount to 12%, proposed under item 2 on the agenda, it was proposed to amend article 10, paragraph 2 of the Articles of Association. The full text of Article 10, paragraph 2, point b. of the Articles of Association could be read in the notes to the agenda: the amendment related only to the percentage of shares in its own issued share capital that the Company may hold; it was proposed to increase this percentage from one tenth to one fifth; thus making the proposed buy back of the 12% Cumulative Preference shares possible. Dutch law (Article 2:98 of the Dutch Civil Code) allows no more than 50% of the issued share capital to be acquired. The proposed amendment of the Articles of Association would mean that the Company would remain well within the statutory parameters that apply in this regard, while also ensuring that the interests of shareholders were met. Furthermore, the extended authority in the Articles of Association did not in itself have any consequences for the authority to effect any buy back. Each new buy back would require authorisation from the AGM, stating price, period and quantities

7 In order to be able to effect the amendments in the Company's Articles of Association, the proposal to amend the Articles of Association also included the grant of authorisation to each member of the Executive Board and the Company Secretary as well as each employee of De Brauw Blackstone Westbroek N.V. to apply for the required ministerial certificate of no-objection and to have executed the notarial deed of amendment to the Articles of Association. If the EGM were to agree to the proposal to amend the Articles of Association, the Cumulative Preference A shares could be acquired immediately after the amendment of the Articles of Association. The buy back was therefore expected to take place before or by no later than 31 December Following the buy back, the Company would cancel the acquired Cumulative Preference A shares. The statutory cancellation procedure, in respect of which an objection period of two months must be observed, could then be completed in early March The Chairman asked the shareholders whether there were any questions with regard to item 3 on the agenda. As there were no questions, the Chairman proceeded to take the vote. He asked whether there were any shareholders who wished to vote against the proposal to amend the Articles of Association or who wished to abstain from voting. The Chairman concluded that there were no votes against the proposal to amend the Articles of Association and that there were 66,374 abstentions (0.31%). The Chairman concluded that the meeting had approved the proposal to amend the Articles of Association by a majority of votes (99.69%). 3. Closing The Chairman thanked all those present for attending and for their interest in this Extraordinary General Meeting of Shareholders of Nutreco N.V. R. Zwartendijk A. van Bergen Chairman Company Secretary - 6 -

Annual General Meeting of shareholders of Nutreco N.V.

Annual General Meeting of shareholders of Nutreco N.V. 27 March 2012 The Annual General Meeting of Shareholders of Nutreco N.V. (the Company ) will be held on Tuesday, 27 March 2012 at 02.30 p.m. at the