Extraordinary General Meeting 2015 Amersfoort, 9 February 2015
Disclaimer ● The information contained herein shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities including in the United States, Australia, Canada or Japan. ● The information contained herein is not for publication or distribution into the United States, Australia, Canada or Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly or indirectly, 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 be construed, as an offer of securities for sale into the United States or any other jurisdiction. Securities may not be 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 have not been and will not be so registered. There will be no public offer of securities in the United States, Australia, Canada or Japan. Version 9 February 2015 – 10.00hrs 2
Agenda 1. Opening and notifications 2. Discussion of the recommended public offer 3. Voting items 4. Additional agenda items 3
Agenda item 1: Opening and notifications 1.1: Opening 1.2: Notifications 4
Agenda 1. Opening and notifications 2. Discussion of the recommended public offer 3. Voting items 4. Additional agenda items 5
SHV offer for Nutreco 6
Attractive offer • Full cash offer by SHV of € 45.25 per share (cum dividend) • Attractive premium of 60% to closing price of 17 Oct. (last trading day before first offer) • Values 100% of the ordinary shares 1 at € 3,038 million • Implied LTM EV/EBITDA multiple of 10.8x as per 30 Sep. 2014 • SHV supports Nutreco’s growth strategy • Offer in best interests of all stakeholders • Acceptance threshold: at least 66⅔% of outstanding ordinary shares • Deal certainty as SHV finances the transaction with cash from own available resources • Full support and unanimous recommendation from Supervisory and Executive Board 1. Based on number of outstanding shares as per 20 October 2014 7
The Offer price • Full cash offer consisting of € 45.25 per share, representing: • 60% premium over Nutreco's closing price on 17 October 2014 • 29% to 60% premium based on selected historical average share price levels and median broker target price; 15% premium to all-time high 60% 51% 45% 39% 15% 29% € 50 Offer: € 45.25 € 40 € 30 € 20 € 10 28.21 29.93 31.18 32.64 39.19 35.00 € 0 17-Oct-14 3-month avg. 6-month avg. 12-month avg. All-time high 1 Median broker 2 price price price TP 1. Since IPO in June 1997; 2. Sourced from Bloomberg as of the Reference Date. Included equity research analyst price targets for the Shares issued after Nutreco’s H1 results on 24 July 2014 and up to and including the Reference Date. Research analysts considered comprise ABN AMRO, Alpha Value, Berenberg, Equita SIM, Goldman Sachs, ING, KBC, Kempen & Co, Petercam, Rabobank, SNS Reaal, and Theodoor Gilissen. 8
Key non-financial details • SHV supports the execution of Nutreco's business strategy, including planned capital expenditures and mergers & acquisitions • Nutreco will remain prudently financed • Head office and key support functions to be maintained in the Netherlands • Nutreco will retain its corporate identity, values and culture • SHV will respect existing employee rights • The Supervisory Board will include two independent members 9
In the best interests of all stakeholders • Transaction provides shareholders with attractive premium of 60% • SHV supports our long-term growth strategy enabling Nutreco to expand • SHV will comply with existing commitments to employees, clients and suppliers • Commitment to continue developing innovative nutritional solutions for customers on platforms such as feed efficiency, life start and preventive animal health • SHV endorses the three core elements of Nutreco’s success: strategy execution, innovation and competence of its people 10
Process to date 19 October 2014: 2 November 2014 : September 2014 : Leonardo & Co. and Nutreco received letter ING Bank NV issued Expression of interest of interest from SHV fairness opinions from Cargill 8 November 2014 : Transaction Committee 20 October 2014 : (Executive and SHV and Nutreco Expression of interest Supervisory Board announced a from Cargill and members) extensively recommended cash Permira assessed the intended offer of € 40 per share offer, including all for all shares of potential alternatives Nutreco 11
Expression of interest by Cargill • Cargill first expressed an interest on 2 November 2014, but at the same time also stated not yet to be sufficiently advanced to provide a clear proposal • Between 2 November and 10 December we had several conversations with Cargill • Cargill reiterated its interest (this time together with Permira) to pursue a cash offer for Nutreco on 8 November 2014 • Cargill required due diligence first to come to a non-binding offer and only referred to a potential price of at least € 43.20 • Subsequently SHV raised its offer price to € 44.50 on 9 November 2014 • On 22 December Cargill announced it would no longer pursue an interest in Nutreco 12
Process to date 30 January 2015: 9 November 2014: SHV increased its 19 October 2014: SHV increased its recommended cash 2 November 2014 : September 2014 : Leonardo & Co. and recommended cash offer to € 45.25 per Nutreco received letter ING Bank NV issued Expression of interest offer to € 44.50 per 10 December 2014: Nutreco share of interest from SHV fairness opinions from Cargill Nutreco share Start of Tender Period 8 November 2014 : 9 February 2015: Transaction Committee 20 October 2014 : 5 December 2014: 22 December 2014: EGM (Executive and SHV and Nutreco Expression of interest Launch of Withdrawal of Cargill Supervisory Board announced a from Cargill and Recommended cash members) extensively recommended cash Permira offer by SHV for all assessed the intended offer of € 40 per share outstanding ordinary offer, including all for all shares of Nutreco shares potential alternatives Nutreco 13
SHV considerations • SHV values Nutreco as a very promising and exciting company with good long-term growth opportunities, solid management and similar company values • Nutreco is the true global leader in fish feed and animal nutrition • SHV fully supports Nutreco’s strategy and its focus on innovation and sustainability • SHV considers Nutreco as a great opportunity to further broaden its presence within the food and agriculture industries • Nutreco has a good fit with SHV given their desired mix of activities and geographies • Its long-term investment approach and track record of supporting portfolio companies' international growth make SHV an attractive partner for our next phase 14
Support for the offer • Full support and unanimous recommendation from Supervisory Board and Executive Board • ING Bank N.V. issued a fairness opinion to the Executive and Supervisory Boards and Leonardo & Co. provided a fairness opinion to the Supervisory Board • Members of the Executive Board have entered into irrevocable undertakings to tender their shares • Positive stance from Works Council • Relevant regulatory clearance for the offer mostly received, good progress made in obtaining clearance for Bosnia Herzegovina, China and Ukraine • Irrevocable share tender commitments received from significant shareholders APG and Nationale Nederlanden (respectively holding 9.79% and 7.52% of issued share capital) 15
Nutreco going forward • Current Nutreco strategy fully supported by SHV and hence unchanged • Continuation of existing commitments to clients and suppliers • Commitment to continue developing innovative nutritional solutions • Continue international expansion, including anticipated capital expenditures and mergers and acquisitions 16
Process going forward Unconditional Date: Post-Closing No later than 3 Acceptance Period: 9 February: business days after the Two weeks from EGM Closing Date Unconditional Date Closing Date at 17 February : Settlement Date : Settlement of tenders in the Close of tender period at No later than 5 Post-Closing Acceptance Period: 17.40h CET business days after the No later than 5 business days Closing Date after the end of the Post-Closing Acceptance Period 17
Our mission 18
Total shareholders return since IPO in 1997 AEX Nutreco ( € ) 1,200 TSR of 885% 50 at a price of 1,000 40 € 45.25/share 1 800 30 600 20 400 10 200 0 0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1. As per 30 January 2015 19
Agenda 1. Opening and notifications 2. Discussion of the recommended public offer 3. Voting items 4. Additional agenda items 20
Agenda item 3: Completion bonus of the Executive Board • Completion bonus of the Executive Board • For resolution - see explanatory note 21
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