Annual General Meeting of Shareholders...2012/03/27 · Annual General Meeting of Shareholders...

1

Annual General Meeting of Shareholders

Amersfoort, 27 March 2012

Disclaimer

The information contained herein shall not constitute or form any part of any offer or invitation to subscribefor, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securitiesincluding in the United States, Australia, Canada or Japan.

The information contained herein is not for publication or distribution into the United States, Australia, Canadaor Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly orindirectly, in the United States, Australia, Canada or Japan.

The material set forth herein is for informational purposes only and is not intended, and should not beconstrued, as an offer of securities for sale into the United States or any other jurisdiction. Securities may notbe offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended(the “Securities Act”) or an exemption from registration. The securities of the company described herein havenot been and will not be so registered. There will be no public offer of securities in the United States, Australia,Canada or Japan.

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1. Opening and notifications

NUTRECO N.V.Annual General Meeting of Shareholders

27 March 2012

1.1 Opening


27 March 2012

3

1.2 Notifications


27 March 2012

2. Report by the Supervisory Board and by its sub‐committees for the 2011 financial year


27 March 2012

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3. Report by the Executive Board for the 2011financial year


27 March 2012

Our track record and ambitionsOur track record and ambitions

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Our track record and ambitions

1994 Foundation of NutrecoThe name Nutreco reflects our activities and concerns:

Nutrition, Ecology and Economy

1994 Foundation of NutrecoThe name Nutreco reflects our activities and concerns:

Nutrition, Ecology and Economy


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1994Foundationof Nutreco

since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

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2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision

PubliclistingPubliclisting

Sustainabilityreports


NutraceNutraceInnovative

feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future

2011• Total Shareholder

Return 400%• Double EBITA• Sustainability

Vision 2020• 12th Sustainability

Report• Agri Vision 2011• Ambition 2016 ‐

driving sustainable growth









since

1996since

199619971997

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2000since

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2005‐20112005‐2011

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AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











AquaVision and Agri VisionAnnual international conference organised by Nutreco since 1996, bringing multiple stakeholders together at a professional, non‐political forum to discuss challenges and opportunities in agriculture and aquaculture. About 5,000 delegates have attended.

AquaVision and Agri VisionAnnual international conference organised by Nutreco since 1996, bringing multiple stakeholders together at a professional, non‐political forum to discuss challenges and opportunities in agriculture and aquaculture. About 5,000 delegates have attended.

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since

1996since

199619971997

since

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2000

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2002

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2005‐20112005‐2011

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2006since

2006

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2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Public listingNutreco listed on the Amsterdam stock exchange. Total Shareholder Return of 400%since 1997.

Public listingNutreco listed on the Amsterdam stock exchange. Total Shareholder Return of 400%since 1997.




since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

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2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Sustainability reports• First Sustainability Report in 2000.• Establishment of Innovation and Sustainability Committee in Supervisory Board in

2009 and performance targets on sustainability for top management since 2010.• 50% reduction of CO2 of own operations will be realised in three instead of five years.

Sustainability reports• First Sustainability Report in 2000.• Establishment of Innovation and Sustainability Committee in Supervisory Board in

2009 and performance targets on sustainability for top management since 2010.• 50% reduction of CO2 of own operations will be realised in three instead of five years.



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since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











NutraceFeed‐to‐food quality strategy with quality standards, tracking and tracing, monitoring and risk management.

NutraceFeed‐to‐food quality strategy with quality standards, tracking and tracing, monitoring and risk management.




since

1996since

199619971997

since

2000since

2000

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2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

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2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Innovative feed solutionsInnovative feed solutions for farmed animals and fish, addressing scarcity of raw materials, animal health and economic performance. With MicroBalance™ (2010) scarce raw materials such as fishmeal are replaced by alternatives, reducing fish feed costs at the same time.

Innovative feed solutionsInnovative feed solutions for farmed animals and fish, addressing scarcity of raw materials, animal health and economic performance. With MicroBalance™ (2010) scarce raw materials such as fishmeal are replaced by alternatives, reducing fish feed costs at the same time.



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since

1996since

199619971997

since

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2000

since

2002since

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since

2004since

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2005‐20112005‐2011

since

2006since

2006

since

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2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Rebalancing for GrowthStrategic transformation from an integrated company active in feed, farming and meat processing to an animal nutrition and fish feed company. Focus on core activities and reducing earnings volatility resulting in a Beta below 0.7.

Rebalancing for GrowthStrategic transformation from an integrated company active in feed, farming and meat processing to an animal nutrition and fish feed company. Focus on core activities and reducing earnings volatility resulting in a Beta below 0.7.




since

1996since

199619971997

since

2000since

2000

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since

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2005‐20112005‐2011

since

2006since

2006

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AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Acquisitions and divestmentsAcquisitions of feed companies in growth economies, divestment of global fish farming and meat processing activities in the Benelux.

Acquisitions and divestmentsAcquisitions of feed companies in growth economies, divestment of global fish farming and meat processing activities in the Benelux.



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since

1996since

199619971997

since

2000since

2000

since

2002since

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since

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2005‐20112005‐2011

since

2006since

2006

since

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2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Feeding the FuturePublication of our vision on the future.Feeding the FuturePublication of our vision on the future.




since

1996since

199619971997

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2000since

2000

since

2002since

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2004since

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2005‐20112005‐2011

since

2006since

2006

since

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2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Total Shareholder Return 400% since 1997Total Shareholder Return 400% since 1997



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since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Double EBITANutrecomore than doubles EBITA from EUR 115 million in 2006 to EUR 241 million in 2011, while maintaining a strong balance sheet.

Double EBITANutrecomore than doubles EBITA from EUR 115 million in 2006 to EUR 241 million in 2011, while maintaining a strong balance sheet.

EBITA development since 2006EBITA development since 2006



2011: 241 million

2006: 115 million


since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Sustainability Vision 2020Integrated strategy for raising the sustainability dimension through to 2020.Sustainability Vision 2020Integrated strategy for raising the sustainability dimension through to 2020.



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since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











12th edition of Sustainability Report12th edition of Sustainability Report




since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Agri Vision 2011Agri Vision 2011



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since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future











Ambition 2016 – driving sustainable growthStrategy that focuses on: higher margin nutritional solutions, growth in Premix, Feed Specialties and Fish Feed, operational excellence in mature markets, growth in Latin America, Russia, China and South East Asia and sustainability. Ambition to grow EBITA to EUR 400 million in 2016.

Ambition 2016 – driving sustainable growthStrategy that focuses on: higher margin nutritional solutions, growth in Premix, Feed Specialties and Fish Feed, operational excellence in mature markets, growth in Latin America, Russia, China and South East Asia and sustainability. Ambition to grow EBITA to EUR 400 million in 2016.




since

1996since

199619971997

since

2000since

2000

since

2002since

2002

since

2004since

2004

2005‐20112005‐2011

since

2006since

2006

since

2009since

2009

AquaVisionand

Agri Vision

AquaVisionand

Agri Vision





feedSolutions

Innovativefeed

Solutions

Rebalancingfor

Growth

Rebalancingfor

Growth

Acquisitionsand

divestments

Acquisitionsand

divestments

Feedingthe

Future

Feedingthe

Future













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Organic growth

Acquisitions

SlotenBASF PremixMaple Leaf Animal NutritionCargill IberiaFri‐RibeTomboyShihai

Volume growthProduct mixInnovationCost disciplineCentral procurement

Exceeding the target to double 2006 EBITA from total business in 2011

EUR 115 mio

EUR 241 mio*

2006 2011

*EBITA before exceptional items

Record EBITA from continuing operations before exceptionals in 2011

59 6073

85

119 117

92 98

112 117

159

182175

210

232

0

50

100

150

200

250

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

EUR million

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Total Shareholder Return of 400% while Beta reduced to below 0.7

EUR million 2011 2010 Delta %

Premix and Feed Specialties 72.2 76.5 ‐5.6

Fish Feed 118.7 94.3 +25.9

Animal Nutrition Canada 24.5 22.8 +7.5

Compound Feed Europe 13.0 12.6 +3.2

Meat and Other 32.7 26.5 +23.4

Corporate** ‐29.5 ‐22.6 ‐30.5

EBITA* from continuing operations 231.6 210.1 +10.2

EBITA* from discontinued operations 9.4 12.4 ‐24.2

EBITA* from total business 241.0 222.5 +8.3

Restructuring ‐11.6 ‐19.5

Impairment losses/charges ‐9.1 ‐4.0

Acquisition related costs ‐4.4 ‐3.0

Income arising from settlements 2.2 4.7

Other ‐ ‐1.0

Total exceptional items ‐22.9 ‐22.8

EBITA from continuing operations 208.7 187.3 +11.4

Operating result (EBITA) by segment

* Before exceptional items** Increase mainly due to costs related to strategic projects, capability building and an one off increase of EUR 2.5 millionof costs related to changes within, and pension costs of the Executive Board.

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Net result and EPS

EUR million 2011 2010 Delta %

EBITDA 262.6 239.4 +9.7

Depreciation 53.9 52.1 +3.5

EBITA 208.7 187.3 +11.4

Amortisation 13.0 12.5 +4.0

EBIT from continuing operations 195.7 174.8 +12.0

Net financing costs ‐27.3 ‐33.8 +19.2

Share in results of associates 3.2 2.2

Income tax expense ‐45.5 ‐36.5 ‐24.7

Result after tax from continuing operations 126.1 106.7 +18.2

Result after tax from discontinued operations 5.1 6.3 ‐19.0

Total result for the period 131.2 113.0 +16.1

Basic EPS (EUR) 3.74 3.17 +18.0

Basic EPS continuing operations (EUR) 3.59 2.99 +20.1

Weighted average number of shares outstanding (million) 34.9 35.1 ‐0.6

Sustainability progress made in 2011

MicroBalance™ concept also for other speciesMicroBalance™ concept also for other species

375 delegates from 37 countries attended Agri Vision 2011

375 delegates from 37 countries attended Agri Vision 2011

Renewed sustainability assessment for innovations tested on new gut health improver Presan™

Renewed sustainability assessment for innovations tested on new gut health improver Presan™

Carbon footprint manufacturing reduced with 35.6% (baseline 2009)

Carbon footprint manufacturing reduced with 35.6% (baseline 2009)

‐36%

Engaged with top 100 suppliers on vendor policyEngaged with top 100 suppliers on vendor policy100

New Code of Ethics supported by Integrity LineNew Code of Ethics supported by Integrity Line‘

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Sale of Hendrix and Strategic partnership with ForFarmers

Strategic partnership

• Long term strategic partnership including premix, farm minerals and feed specialties

ForFarmers – Hendrix combination

• Market share of ± 20% in the Netherlands & Belgium and a strong position in Germany

Profile Hendrix UTD

No.2 Dutch compound feed player with a market share of 13%

Revenue EUR 938 million (2010: 820 million)

690 employees

10 production facilities (Netherlands, Belgium and Germany) with annual capacity of 2.5 million MT

Acquisition of fish and shrimp feed company in China

Aquaculture in China

China is the world's number one aquaculture feed market

Target market 8.6 mio MT with a 10% growth last 5 years

Domestic demand for seafood is strong

Ample room for Nutreco’s R&D and expertise to accelerate

progress of the aquaculture sector

Acquisition of Shihai Feed Co.

Located in central Pearl River Delta

New 150,000 MT plant, 100,000 MT

production high end feed

Purchase price EUR 32 million, revenue

in 2010 of EUR 65 million

Acquisition completed in October 2011

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Ambition 2016


1.Higher margin portfolio of Nutritional Solutions

1.Higher margin portfolio of Nutritional Solutions

2.Segments Premix and Feed Specialties and Fish Feed

2.Segments Premix and Feed Specialties and Fish Feed

3.Growth geographies Brazil, Russia, China and Southeast Asia

3.Growth geographies Brazil, Russia, China and Southeast Asia

Ambition 2016 – driving sustainable growth

4.Sustainability4.Sustainability

Executive Board

CEO

Wout Dekker

COO

Animal Nutrition

Jerry Vergeer

CFO

Gosse Boon

COO

Aquaculture

Knut Nesse

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• Build solid positions in growth geographies, while securing our presence in mature segments

• Focus on high margin nutritional solutions

• EBITA margin will over time exceed current guidance of 7%

• Further develop feed additives business by innovation and acquisitions

• ASC ̶ Linking innova on and customer needs

• Go to market – Improve the commercialisation of our value proposition

Half of revenue will be originated from Premix and Feed Specialties in 2016

Premix and Feed Specialties Animal Nutrition Canada Compound Feed Europe Meat and Other

Ambition 2016 – Animal Nutrition

Revenue 2010 (incl. Hendrix)

Revenue 2016Revenue 2011

Ambition 2016 – Fish Feed

• Increase from 1.3 million MT (2010) to 1.8 million MT (2016) in existing markets

• Increase from 50,000 MT to 600,000 MT in newly acquired markets

• 300,000 MT in new markets

• Increase proportion of non‐salmonid feed from 28% in 2010 to 45% in 2016

• Maintain feed for salmonid in line with the market (5% CAGR)

• EBITA margin guidance increased to 7%

Salmonid72%

Non‐salmonid

28%

Salmonid55%

Non‐salmonid

45%

Double sales volume to 2.7 million MT in 2016

2010 2016

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Strategic agenda

• Develop higher margin portfolio of nutritional solutions

• Focus on Premix and Feed Specialties and Fish Feed

• Continue drive for operational excellence in mature markets

• Grow in geographies Brazil, Russia, China and Southeast Asia

• Start implementing the actions from Sustainability Vision 2020

• Complete divestment of Hendrix

Ambition 2016 – strong continued growth of EBITA*

2011 2016

Organic growth

Acquisitions

ASC and ARC InnovationGo to marketUnite

Latin AmericaRussiaChinaSoutheast Asia

Organic growth

EUR 400 mio

EUR 232 mio

* EBITA from continuing operations before exceptional items

Mature segments Growth segments

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4. 2011 Financial Statements and dividend


27 March 2012

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4.1 Adoption of the 2011 Financial Statements


27 March 2012

4.2 Payment of dividend


27 March 2012

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5. Discharge


27 March 2012

5.1 Discharge of the members of the Executive Board for their management during 2011


27 March 2012

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5.2 Discharge of the members of the Supervisory Board for their supervision during 2011


27 March 2012

6. Appointment of auditor to audit the 2013 Financial Statements


27 March 2012

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7. Amendment of the Company’s Articles of Association


27 March 2012

8. Designation to grant or issue (rights to aquire) ordinary shares Nutreco N.V.


27 March 2012

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8.1 Designation of the Executive Board as the corporate body authorised – subject to the approval of the Supervisory Board – to issue ordinary shares and to grant rights to subscribe for ordinary shares as provided for in article 8 of the Company’s Articles of Association for a period of 18 months


27 March 2012

8.2 Designation of the Executive Board as the corporate body authorised – subject to the approval of the Supervisory Board – to restrict or to exclude pre‐emption rights entitled to the shareholders as provided for in article 9 of the Company’s Articles of Association for a period of 18 months


27 March 2012

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9. Authorisation to buy back ordinary shares

Nutreco N.V.

Authorisation of the Executive Board – subject to the approval of the Supervisory Board – to buy‐back the Company’s own ordinary shares as provided for in article 10 of the Company’s Articles of Association for a period of 18 months


27 March 2012

10. Any other business


27 March 2012

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11. Closing


27 March 2012

Annual General Meeting of Shareholders

Amersfoort, 27 March 2012

Annual General Meeting of Shareholders...2012/03/27 · Annual General Meeting of Shareholders...

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