November 28, 2014

Offer memorandum and position statement for Nutreco expected early December

Nutreco N.V. ("Nutreco") announced that it has been informed by SHV Holdings N.V. ("SHV") that the publication of the Offer Memorandum by SHV with regard to its intended cash offer for all Nutreco ordinary shares is expected to be published early December.

Nutreco is expected to issue its Position Statement at the same date.

In accordance with market practice and regulatory requirements, the Offer Memorandum to be issued by SHV and the Position Statement to be issued by Nutreco will amongst others include detailed information on the process and the Boards' decision-making leading to the offer, their financial assessment of the offer and its strategic rationale.

Furthermore, it contains the fairness opinions issued to the Nutreco Boards by its financial advisors, transaction structure, governance and minority protection as well as the arrangements, including non-financial arrangements, between Nutreco and SHV.

On 10 November 2014, Nutreco and SHV jointly announced that SHV had agreed to increase its offer price per ordinary share from € 40 (cum dividend) in cash to € 44.50 (cum dividend) in cash for all issued and outstanding ordinary shares in the capital of Nutreco (the "Increased Offer").

By agreeing the Increased Offer price with respect to the intended public offer, SHV responded to an expression of interest which Nutreco had received from Cargill, Incorporated ("Cargill") on 8 November 2014.

Nutreco has understood from Cargill that they are evaluating the situation. Nutreco has not received further information since its public announcement on 10 November 2014.

Nutreco will issue additional statements if and when appropriate.