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The Extraordinary General Meeting, held on 9 February 2015, discussed the recommended public offer for Nutreco N.V. by SHV investments Ltd, an indirect wholly-owned subsidiary of SHV Holdings N.V., and passed a number of resolutions conditionally connected with this offer. The conditional resolutions passed will only take effect if and when Settlement of SHV's offer occurs.
Conditional changes in the composition of the Supervisory Board
- Mr J.M. de Jong, Mr A. Puri and Ms H.W.P.M.A. Verhagen have elected to voluntarily conditionally step down from their positions.
- Mr S.R. Nanninga (1957) has been conditionally appointed as member of the Supervisory Board for a first period of 4 years. Mr Nanninga is CEO and chairman of the executive board of directors of SHV Holdings N.V.
- Mr B.L.J.M. Beerkens (1963) has been conditionally appointed as member of the Supervisory Board for a first period of 4 years. Mr Beerkens is CFO and member of the executive board of directors of SHV Holdings N.V.
- Mr W. van der Woerd (1958) has been conditionally appointed as member of the Supervisory Board for a first period of 4 years. Mr van der Woerd is member of the executive board of directors of SHV Holdings N.V.
As per the Settlement Date and conditional upon Settlement of SHV's offer, the composition of the Supervisory Board shall be: Mr P.S. Overmars (Chairman and independent member), Mr J.A.J. Vink (independent member), Mr S.R. Nanninga, Mr B.L.J.M. Beerkens and Mr W. van der Woerd.
Additional resolutions adopted by the EGM
- Completion bonus of the Executive Board
- Conditional amendment of the Nutreco's Articles of Association
- Conditional discharge 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
Nutreco will hold its Annual General Meeting on 26 March 2015.
Chinese competition authorities grant clearance
With reference to the Offer Conditions (reference is made to paragraph 6.7 of the Offer Memorandum), Nutreco confirms that, in addition to the regulatory clearance from the European Union and the competition authorities of Brazil, Canada, Russia, Turkey and the United States of America, the Offeror has obtained regulatory clearance in connection with the Offer from the competition authorities of China. The Offeror is making good progress in obtaining regulatory clearance from the competition authorities of (i) Bosnia and Herzegovina and (ii) Ukraine.
Further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum. The information in this announcement is not complete and additional information is contained in the Offer Memorandum.
A digital copy of the Offer Memorandum is available on the websites of Nutreco (www.nutreco.com) and SHV (www.shv.nl). Copies of the Offer Memorandum are also available free of charge at the offices of Nutreco, SHV and the Paying and Exchange Agent, who distributes the Offer Memorandum on behalf of the Offeror. The Nutreco website does not constitute a part of, and are not incorporated by reference into, the Offer Memorandum.
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).
February 10, 2015 - Nutreco
