AGENDA 2015 ANNUAL GENERAL SHAREHOLDERS MEETING OF CORBION NV DATE TIME. PLACE Mövenpick Hotel Amsterdam City Centre. 22 May

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1 AGENDA 2015 ANNUAL GENERAL SHAREHOLDERS MEETING OF CORBION NV DATE 22 May 2015 TIME am CET PLACE Mövenpick Hotel Amsterdam City Centre Piet Heinkade BR Amsterdam

2 2 CORBION AGENDA 2015 Agenda Opening 2. Report of the Board of Management on financial year 2014/Report of the Supervisory Board Presentation Discussion of the Board of Management Report Discussion of the Supervisory Board Report 3. A. Implementation of the remuneration policy in 2014 B. New remuneration policy for the Board of Management C. Adjustments to the one-off time-restricted performance share award for the CEO 4. Financial Statements 2014 A. Reservation and dividend policy B. Adoption of the Financial Statements C. Determination of the regular dividend D. Determination of the additional dividend 5. Discharge of the members of the Board of Management in respect of their management duties 6. Discharge of the members of the Supervisory Board in respect of their supervisory duties 7. Composition of the Supervisory Board A. (Re-)appointment Mr. J.P. de Kreij B. Appointment Mrs. E. Doherty 8. Authorization of the Board of Management to issue shares A. Extension of the period during which the Board of Management is authorized to issue common shares B. Extension of the period during which the Board of Management is authorized to restrict or exclude the statutory pre-emptive rights when issuing common shares C. Extension of the period during which the Board of Management is authorized to issue financing preference shares 9. Authorization of the Board of Management to acquire shares in the share capital of the Company on behalf of the Company 10. Cancellation of repurchased shares to reduce the issued share capital 11. (Re)appointment of the External Auditor for the financial year Appointment of the External Auditor for the financial year Any other business 14. Close For explanatory notes on the agenda, please see the following pages. Note: Items 3B, 3C, 4B, 4C, 4D, 5, 6, 7A, 7B, 8A, 8B, 8C, 9, 10, 11 and 12 are voting items. Record Date: 24 April 2015 (See for the registration procedure) Registration of Votes In order to be able to correctly register the votes being cast during the meeting shareholders who wish to exercise their voting rights at the meeting are requested to register at the registration desk before the start of the meeting. After the close of the registration desk at am registration will no longer be possible.

3 3 CORBION AGENDA 2015 NOTES TO ITEM 2 The report of the Board of Management and of the Supervisory Board will be presented. The chairman of the Board of Management will give a presentation on the performance of the Company in Shareholders will be invited to ask questions. NOTES TO ITEM 3 A. Implementation of the Remuneration Policy in 2014 The implementation of the remuneration policy of the Company in 2014, as outlined in the chapter Remuneration policy and report of the Annual Report, will be discussed. Shareholders will be invited to ask questions with respect to the (implementation of the) remuneration policy of the Company in B. New remuneration policy for the Board of Management The existing remuneration policy for the Board of Management was approved in 2010 by the General Shareholders Meeting. The Company s core business changed following the divestment of the Bakery Supplies businesses in 2013 and the announcement of a specific and focused biobased strategy at the Capital Markets Day in October In the context of performance and reward, these changes have implications for the global competitive positioning of the business, the availability and origin of management talent and the performance criteria and value metrics required. The Board of Management has broad international roots and biotech experience. The successful execution of the updated strategy requires transitioning the Company to the norms of the global biotech in terms of business experience, industry expertise and talent attraction and retention. Therefore, the Supervisory Board initiated a full revision of the remuneration policy in 2014 which resulted in the proposed new remuneration policy which is submitted for approval to the General Shareholders Meeting. The full text of the proposed new remuneration policy and an overview of the main changes compared to the current policy are included in Annex 1 to this agenda. C. Adjustments to one-off time-restricted performance share award for the CEO At the General Shareholders Meeting in 2014, approval was granted for a one-off time-restricted performance share award for Mr. De Ruiter equivalent to a target value of EUR 2 million in Corbion shares to vest over four years. This award is an important element of the remuneration package of the CEO and bridges part of the compensation gap between the United States and the Netherlands. The share award aims to tie this aspect to the business strategy, to encourage delivering a growing, increasingly profitable and sustainable business portfolio. In 2014, the Board of Management engaged in a thorough review of the Corbion strategy, as presented at the Capital Markets Day on 30 October With the updated strategy, the metrics that apply to measure the value creation of Corbion have been redefined. These metrics are included in the new remuneration policy that is submitted for approval. It is proposed to partially adjust the one-off time-restricted performance share award for the CEO to be fully aligned with the updated strategy and consequently with the new remuneration policy. More information on the proposed adjustments is included in Annex 2 to this agenda.

4 4 CORBION AGENDA 2015 NOTES TO ITEM 4 A. Reservation and Dividend Policy Corbion s reservation policy is aimed at creating and retaining sufficient financial capacity and flexibility to realize its strategic objectives while maintaining healthy balance sheet ratios. Corbion intends to add or charge the profit or loss to the company reserves after payment of the statutory dividend on financing preference shares and after deduction of the proposed dividend on common shares. Events such as financing requirements, acquisitions, divestments, reorganizations, or other strategic considerations can lead to adjustments in the reserves and the reservation policy. As regards Corbion s dividend policy, the amount of dividend on common shares and the type of dividend that the company will pay to its shareholders depend on the financial results of the company, the market environment, the outlook, and other relevant factors. The current dividend policy is to pay out 35% of net profit adjusted for one-off items. As already announced in the Strategy Update, issued on 30 October 2014, as a result of lower estimated cash outlays in the coming years Corbion plans to raise its regular dividend to 35-45% of net profit adjusted for oneoff items. The proposed dividend for a financial year will be presented to and determined by the General Shareholder s Meeting. In addition, the Articles of Association allow for the payment of an interim dividend. B. Adoption of the Financial Statements It is proposed to adopt the Company s 2014 Financial Statements. The Financial Statements include a proposal to charge the result for the financial year 2014 to the reserves, with due observance of article 25 paragraph 13 of the articles of association. C. Determination of the Dividend The proposed dividend on financing preference shares: as indicated in the 2014 Financial Statements. The proposed dividend on common shares: 0.21 per share in the form of a stock dividend to be charged to the reserves. Alternatively, shareholders can choose to receive a cash dividend. In case a shareholder does not choose to receive a cash dividend, the default choice for the dividend will be a stock dividend. Payment in common shares is exempt from Dutch dividend taxes. On 10 June 2015, after the close of trading on NYSE Euronext Amsterdam, the Board of Management will determine how many shares give right to one new share. The calculation will be based on the volume weighted average share price in the period from 8 through 10 June The newly issued shares are entitled to dividend for the 2015 financial year and subsequent years. This proposal to declare the dividend on common shares in the form of a stock dividend includes an authorization in addition to the authorizations referred to under item 8 of this agenda to the Board of Management to (i) issue such number (to be definitively determined by the Board of Management) of common shares as will be required in connection with the stock dividend, as well as to (ii) exclude the pre-emptive rights in connection with the issuance of such common shares. Payment of the dividend and delivery of new common shares, with settlement of fractions in cash, if required, will take place from 12 June 2015.

5 5 CORBION AGENDA 2015 Proposed timetable: 26 May 2015 Ex-date 27 May 2015 Record date 28 May through 10 June 2015 Election period 10 June 2015 Fixation stock dividend (after close of stock exchange) 12 June 2015 Final dividend payable for 2014: payment cash dividend and delivery stock dividend D. Determination of the additional dividend As announced on 30 October 2014 Corbion will return 100 million to shareholders in This capital return will partly take place by way of a share buyback program, which has been announced on 2 March Next to this share buyback program, it is proposed to pay a special all-cash additional dividend of 0.81 per share (approximately 50 million in total) to be charged to the reserves. The proposed timetable for the special all-cash additional dividend distribution is as follows: 26 May 2015 Ex-date 27 May 2015 Record date 12 June 2015 Payment date NOTES TO ITEM 5 It is proposed to discharge the members of the Board of Management in office in 2014 from liability in relation to the exercise of their duties in the financial year 2014, to the extent that such exercise is apparent from the 2014 Financial Statements or has been otherwise publicly disclosed prior to the adoption of the 2014 Financial Statements. NOTES TO ITEM 6 It is proposed to discharge the members of the Supervisory Board in office in 2014 from liability in relation to the exercise of their duties in the financial year 2014, to the extent that such exercise is apparent from the 2014 Financial Statements or has been otherwise publicly disclosed prior to the adoption of the 2014 Financial Statements. NOTES TO ITEM 7 Mr. J.P. de Kreij will resign by rotation this year. Mr. De Kreij has indicated that he will stand for reappointment. The Supervisory Board submits a nomination for this vacancy in accordance with article 14 paragraph 4 of the Articles of Association and proposes to (re)appoint Mr. De Kreij.

6 6 CORBION AGENDA 2015 Mr. W. Spinner has announced that, after having served twelve years as Supervisory Board member, he will resign this year. The Supervisory Board submits a nomination for this vacancy in accordance with article 14 paragraph 4 of the Articles of Association and proposes to appoint Mrs. E. Doherty. DETAILS OF THE PROPOSED CANDIDATES AS REQUIRED UNDER SECTION 2:142 SUBSECTION 3 OF THE DUTCH CIVIL CODE Name J.P. de Kreij Age 56 Position Vice-Chairman Executive Board and Chief Financial Officer of Royal Vopak nv Supervisory Directorship Vice-Chairman Supervisory Board Evides nv (until 28 June 2014) Additional position Member Advisory Council of the Listed Companies of NYSE Euronext Shares in Corbion None Reasons for nomination During his first term, Mr. De Kreij has made an important contribution to the Supervisory Board s work, amongst others as member of the Audit Committee. Mr. De Kreij s general and financial knowledge and experience as Vice-Chairman of the Executive Board and CFO of an internationally operating, listed company; his M&A expertise and experience; and his financial expertise acquired at a large international accountancy firm are of great value to Corbion and contribute to a well-balanced composition of Corbion s Supervisory Board Name E. Doherty Age 57 Previous position(s) CFO and Executive Director Reckit Benckiser plc CFO and Executive Director Brambles Ltd Group International Finance Director and International Finance Director Tesco plc SVP Finance, Central and Eastern Europe, and various other positions at Unilever plc Supervisory Directorships Nokia Oy Delhaize Group Dunelm plc Shares in Corbion None Reasons for nomination The general and financial knowledge and experience of Mrs. Doherty gained as CFO is of great value to Corbion. Mrs. Doherty is financial expert within the meaning of the best practice provision III.3.2 of the Dutch Corporate Governance Code.

7 7 CORBION AGENDA 2015 NOTES TO ITEM 8 A. Proposal to extend the period during which the Board of Management is authorized to issue common shares, including the granting of rights to acquire common shares as provided for in article 6 of the Articles of Association, by a period of 18 months effective as of the date of this Shareholders Meeting (i.e. up to and including 22 November 2016) on the understanding that said authorization of the Board of Management in conjunction with agenda item 8C is limited to 10% of the issued share capital as at the date of the decision to issue shares. In the event of mergers, acquisitions and strategic alliances, aforementioned authorization of the Board of Management shall be limited to 20% of the issued share capital as at the date of the decision to issue shares. The current designation was made on 12 May 2014 for the period up to and including 12 November B. Proposal to extend the period during which the Board of Management is authorized to restrict or exclude the statutory pre-emptive rights when issuing common shares, including the granting of rights to acquire common shares as provided for in article 6 of the Articles of Association, by a period of 18 months effective as of the date of this Shareholders Meeting (i.e. up to and including 22 November 2016). The current designation was made on 12 May 2014 for the period up to and including 12 November C. Proposal to extend the period during which the Board of Management is authorized to issue financing preference shares as provided for in article 6 of the Articles of Association, by a period of 18 months effective as of the date of this Shareholders Meeting (i.e. up to and including 22 November 2016) on the understanding that said authorization of the Board of Management in conjunction with agenda item 8A is limited to 10% of the issued share capital as at the date of the decision to issue shares. In the event of mergers, acquisitions and strategic alliances, aforementioned authorization of the Board of Management shall be limited to 20% of the issued share capital as at the date of the decision to issue shares. The current designation was made on 12 May 2014 for the period up to and including 12 November NOTES TO ITEM 9 To grant an authorization to the Board of Management subject to the approval of the Supervisory Board to acquire, for a period of 18 months effective as of the date of this Shareholders Meeting (i.e. up to and including 22 November 2016), within the confines of the law and the Articles of Association and up to a maximum of 10% of the issued share capital as at the date of the decision to acquire shares: 1. paid-up common shares in the share capital of the Company at a price which is at least 0.01 and which shall not be higher than the market price increased by 10%. The market price will be the average of the highest price per share as published in the Official Stock Exchange List (Officiële Prijscourant) of NYSE Euronext Amsterdam on each of the five trading days preceding the date of purchase. 2. paid-up financing preference shares in the share capital of the Company at a price which is equal to the amount to be paid upon cancellation of said shares in accordance with the Articles of Association which are in force at the time. The current designation was made on 12 May 2014, for the period up to and including 12 November 2015.

8 8 CORBION AGENDA 2015 NOTES TO ITEM 10 It is proposed to cancel the common and financing preference shares that have been and may be repurchased by the Company pursuant to an authorization granted to the Board of Management, whereby the Board of Management shall be authorized to implement the resolution to cancel shares and to determine (by way of resolution of the Board of Management) the number of shares to be cancelled. The Board of Management will also be authorized to implement the resolution to cancel shares in one tranche or in several. In accordance with the statutory provisions, the cancellation of (a tranche of) shares that have been or may be repurchased will not come into effect before two months have elapsed since the resolution to cancel shares has been filed at the office of the Trade Register (each time indicating the relevant tranche, if applicable) and such filing has been announced in a national daily newspaper. NOTES TO ITEM 11 Proposal to continue the appointment of Deloitte Accountants B.V. as the external auditor responsible for auditing the financial statements of Corbion nv for the financial year NOTES TO ITEM 12 It is proposed, in accordance with the recommendation of the Audit Committee and the Supervisory Board, to appoint KPMG Accountants N.V., as the external auditor responsible for auditing the financial statements of Corbion nv for the financial year The selection and nomination follows from a competitive tender process that Corbion has conducted based on Dutch legislation on the mandatory rotation of the external audit firm.

AGENDA. Keep creating. Annual General Meeting of Shareholders of Corbion N.V.

AGENDA. Keep creating. Annual General Meeting of Shareholders of Corbion N.V. AGENDA 2018 Annual General Meeting of Shareholders of Corbion N.V. Date 25 May 2018 Time 2.30 pm CET Place Steigenberger Airport Hotel Amsterdam Stationsplein ZW 951 1117 CE Schiphol-Oost Keep creating