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Nutreco N.V.

P.O. Box 299

3800 AG Amersfoort

The Netherlands

T. +31 33 422 6114

F. +31 33 422 6102

www.nutreco.com

Important note: This letter was sent to APG Asset management N.V. and ING AM

Insurance Companies B.V. by e-mail on Friday evening 7 November 2014, i.e.

prior to the events which took place in the weekend of 8/9 November 2014

which have been disclosed in our press release dated 10 November 2014.

After consultation with APG Asset management N.V. and ING AM Insurance

Companies B.V. this letter has been posted on Nutreco’s website on 11

November 2014.

Strictly confidential

APG Asset management N.V.Messrs. R. van Dijk, G.M. Warringa

ING AM Insurance Companies B.V.Messrs. J. Govers, H. Rijken

Date Page

7 November 2014 1/6

Dear Sirs,

In your email dated 3 November you ask important questions. Please be informed that all relevant

information in respect of SHV's bid will be included in the offer memorandum and the position statement of

the Executive Board and Supervisory Board. When the intended bid is made and the offer memorandum is

published, the company will convene an extraordinary general meeting in which the bid will be discussed.

We will provide information through these customary means.

However, we will try to answer your questions to the extent possible in this letter.

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Regarding the strategic rationale1. Was Nutreco approached in any way by a third party interested in taking over or breaking up Nutreco?

Answer: In recent years, Nutreco has from time to time been approached by parties which have

expressed a potential interest in Nutreco. These approaches have never led to a concrete proposal,

other than that of SHV.

2. In the opinion of the Boards, what makes a takeover by SHV preferable to continuation as a stand-

alone listed company?

Answer: Nutreco is convinced of its long-term growth strategy. Nutreco can execute that strategy as alisted company and also as a company in the portfolio of SHV, because SHV fully supports the growth

strategy. The SHV bid enables shareholders to receive a fair price with an attractive premium on short

notice without long-term risk.

3. Is the Company investigating or pursuing acquisitions in the short to medium term?

Answer : M&A is part of Nutreco’s long -term strategy; the Company always pursues acquisition

opportunities as they arise, and actively looks for acquisition opportunities.

4. What has changed in the last three months that would suddenly require “SHV’s financial strength” to

support Nutreco’s growth objectives?

Answer : Nothing has changed with respect to Nutreco’s long -term strategy. As indicated above, the

SHV bid enables shareholders to receive a fair price with an attractive premium on short notice without

long-term risk. The bid also recognises the interests of other stakeholders in the long term. SHV is

attractive as a long-term shareholder as its financial strength and global presence, including in

emerging markets, could facilit ate Nutreco’s growth strategy and specifically our ambitions in those

regions.

5. Was the termination of the share buy-back program discussed with or requested by SHV?

Answer: No, the termination of the share buy-back programme has not been discussed or requested bySHV.

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6. How will termination of the share buy-back program affect minority shareholders who choose to remain

long-term shareholders in Nutreco?

Answer: It would have been inappropriate for Nutreco to continue the share buy-back programme in thecircumstances.

Regarding the offer pr ocess7. Considering that the Boards did not proactively pursue any alternatives, how did they reach the

conclusion that only the offer by SHV is indeed in the best interest of all stakeholders?

Answer: SHV initiated contact with Nutreco. During the subsequent process, all aspects of the bid

including its impact on stakeholders were thoroughly assessed, and alternative potential options were

analysed and evaluated. As a listed company, it is important for Nutreco to follow a process that is

careful, confidential and thorough. The Executive Board and the Supervisory Board acted in line with

their fiduciary duties.

8. Was EUR 40 the initial amount offered by SHV, or did Nutreco negotiate the price up to EUR 40?

Answer: The initial offer range was lower, after negotiations the offer price was increased to EUR 40.

9. Considering that the offer process was initiated by SHV and not solicited by Nutreco, why did Nutreco

agree to a one-sided break-up fee of EUR 25M to be paid by Nutreco but not by SHV?

Answer: The agreed termination fee is part of a broader negotiation that led to the current SHV bid. A

termination fee clause like this is not unusual for this type of transaction.

10. Which information has been disclosed to SHV, in particular any non-public information on financial

performance and forecasts or information on strategic developments of Nutreco?

Answer: No forward-looking information and price-sensitive information have been shared with SHV.

Regarding the offer pr ocess11. Do the Boards believe that for a long-term shareholder, a stand-alone scenario would offer little chance

of achieving a share price over EUR 40?

Answer: Nutreco is convinced of its long-term growth strategy. Nutreco can execute that strategy as a

listed company and also as a company in the portfolio of SHV, because SHV fully supports the growth

strategy. The SHV bid enables shareholders to receive a fair price with an attractive premium on short

notice without long-term risk.

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12. In the conference call, Mr. Boon calculated certain implied multiples of the transaction based on the

financials per mid-2014, and the number of shares per mid-2014, even though the company announced

the results of the third quarter on the same date, and the number of shares has since been reduced

significantly because of the buy-back program. Why did the Boards base their calculations on theoutdated financials?

Answer: Nutreco provides only sales figures in the quarterly trading update. The calculations were

provided as a reference point and explicitly based on publicly available information at that moment in

time.

13. Have ING Bank and Leonardo & Co based their opinions on the financials information about the third

quarter, or on older financial information?

Answer: ING Bank and Leonardo & Co. based their fairness opinions on all information available when

the opinions were issued.

14. Has SHV received a copy of the fairness opinions?

Answer: The fairness opinions were part of the transaction documentation to which SHV is a party.

15. Since the offer was announced, SHV has acquired a substantial number of shares in Nutreco. In order

to maintain a level playing field for all shareholders, we kindly request that you post the fairness

opinions on the company website and make them available to all shareholders.

Answer: Copies of both fairness opinions will be included in Nutreco's Position Statement, which is

currently expected to be made generally available in the course of December 2014.

Post-of fer governance16. Will SHV have any influence over the selection of the initial independent Supervisory Board members

and/ or the vacancy of independent Supervisory Board Directors in the Future?

Answer: The new Supervisory Board will include two independent members, initially being current

Supervisory Board members Jan Maarten de Jong and Jaap Vink. Independent members will remain in

office for as long as Nutreco has minority shareholders or for three years after settlement of the bid

(whichever period is longer).

17. How is the enforceability of the non-financial terms secured upon Completion of the offer?

Answer: Any deviation from the non-financial covenants requires the affirmative vote of an independent

Supervisory Board member.

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18. Will minority shareholders have any influence (other than a minority vote in the AGM) in the selection of

the independent Supervisory Board members, now and in the future?

Answer: During the EGM with respect to the announced transaction, shareholders will be in the positionto exercise their rights as shareholders as described in the articles of association from time to time.

19. Have the non-financial covenants such as the agreement not to break up the company been agreed for

an indefinite period, or do they terminate at a certain moment, and if so, when will they terminate?

Answer: SHV has agreed to comply with the non-financial covenants for at least three years. Certain

financial-covenants negotiated specifically for the protection of minority shareholders continue for as

long as there are minority shareholders.

20. Does the covenant not to break up the company also apply in the Spanish activities?

Answer: Yes. Any deviation from this covenant requires the affirmative vote of an independent

Supervisory Board member.

21. In the case of a merger or an asset sale, compensation to minority shareholders (by way of the merger

terms of sale price) will in first instance not be determined by a court, but unilaterally by SHV, acting as

counterparty in the transaction and as majority shareholder in Nutreco. Which covenants or

agreements, if any, has Nutreco negotiated to ensure that remaining shareholders will not be

disadvantaged by such ‘alternative structures’?

Answer: The implementation of any post-closing restructuring shall be subject to the approval of the

Supervisory Board. In addition, each independent Supervisory Board member will have a veto right inrespect of any post-closing restructuring. Also, in implementing any post-closing restructuring, due

consideration will be given to the requirements of the applicable law, including the fiduciary duties of

members of the boards at that time to consider the interests of minority shareholders and all other

stakeholders, and relevant employee representative bodies information and/or consultation

requirements.

22. With only two out of five independent Board Members and three designated by SHV, how will the

Supervisory Board be able to protect the long- term shareholders against unfavourable ‘alternative

transactions’?

Answer: For the answer to this question we refer to question 21.

23. Has Nutreco negotiated a veto right by the independent Board Members, or the requirement that the

‘majority of the minority’ approve the terms of such an ‘alternative transaction’?


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24. How does the commitment to retain Nutreco’s corporate identity, and to keep central functions in the

Netherlands compare to the intention to pursue a (cross-border) merger? Has Nutreco discussed or

negotiated about the terms of such a merger, and about the identity of the merger partner, or will thesebe unilaterally determined by SHV?

Answer: Any post-closing restructuring will not affect SHV's commitment to retain Nutreco’s corporate

identity, to keep central functions in the Netherlands and not to break up Nutreco's group or its

business units.

25. How does he intention to pursue an asset transaction compare to the commitment not to break up

Nutreco’s group or its business units, and to the commitments to retain the corporate identity of Nutreco

NV?


26. According to the press release, SHV has negotiated a condition of at least 95% acceptance of the offer,

which it can waive. The press release does not disclose whether SHV can waive this condition

unilaterally and whether there is any minimum acceptance level. Did Nutreco negotiate a minimum

acceptance percentage, and what measures has it taken to protect long-term shareholders in case

SHV acquires less than 95%, or even less than 50% of the outstanding capital?

Answer: A minimum acceptance level customary to this type of transaction has been agreed. This will

be elaborated upon in more detail in the Offer Memorandum (which we currently expect to become

available in the course of December). For the second part of this question we refer to question 21.

27. According to the press release, consummation of the offer is conditional upon the amendment of

‘certain provisions’ of the articles of association of Nutreco. Which provisions of the articles of

association are meant, and how will they be amended? If a draft text has not yet been made, could you

give an indication of the intended amendments?

Answer: This will be elaborated upon in more detail in the Offer Memorandum.

Yours sincerely,

Jan Maarten de Jong Knut Nesse

Chairman Supervisory Board Chief Executive Officer

Nutreco N.V. Nutreco N.V.

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