Annual Report Agrifirm 2010

Link to Success Agrifirm 2010 Annual Report

Agrifirm 2010 Annual Report

1

2

Contents Agrifirm Profile

4

Key figures

7

Report of the Supervisory Board

8

Report of the Executive Board

10

Coรถperatie Agrifirm U.A.

14

Corporate Governance

16

Risk Management

20

Agrifirm Subsidiaries and Participating Interests

22

Consolidated Financial Statements Consolidated Balance Sheet as at 31 December 2010

34

Consolidated Income Statement

36

Consolidated Cash Flow Statement

37

Notes to the Consolidated Financial Statements

39

Notes to the Consolidated Income Statement

61

Notes to the Consolidated Cash Flow Statement

66

Other Information

67

Addresses

70

This annual report is an English translation from the original Dutch versions. If the content of the two versions are not similar the text of the original Dutch version prevails.

Agrifirm 2010 Annual Report

3

2010 Agrifirm Profile Creating a new company through the merger of two partners is a great challenge. In 2010, the Agrifirm cooperative in Meppel and the Cehave Landbouwbelang cooperative in Veghel took on this challenge. Effective 1 June 2010, there is but a single CoĂśperatie Agrifirm U.A. registered in Apeldoorn. Agrifirm, a new enterprise, with clear core values and brand equity that is recognised in the marketplace.

Agricultural entrepreneurs are of vital importance to the community. Enterprising farmers and market gardeners are aware of this and have been anticipating social developments for years. Farmers and market gardeners established the first cooperatives around the year 1900. Together they acquired greater strength in various areas, for instance, the purchase and sale of products. The role of the cooperative has grown along with developments in the market and in society. The interests of members are decisive in this respect. Agrifirm’s mission, as a cooperative of farmers and market gardeners, is to create value for its members.

Agrifirm is currently active throughout the entire Netherlands in the livestock, arable farming and horticulture sectors. In addition, it has a national and international network of subsidiaries. Agrifirm supplies products and services for animal feed and the cultivation of crops. It differentiates itself as the player of choice when it comes to providing customers with solutions that produce better results.

AGRIFIRM CREATES VALUE FOR ITS MEMBERS BY:

>> >> >>

Supporting customers on their farms in achieving maximum yield Providing sustainable, profitable concepts (products and services) Increasing the value of the enterprise, which benefits members via the distribution of profit

CORE VALUES Agrifirm is synonymous with cooperation, fair business practices and quality. These are Agrifirm’s core values.

Agrifirm wants to strengthen its position on the Dutch market in terms of sales and perception by being a front runner in terms of knowledge and innovation, and through customer-oriented consulting services. The enterprise wants to expand its market share within the core area of the Netherlands, as well as beyond, through organic growth and profitable acquisitions.

To realise this ambition, Agrifirm works with well-trained employees who are sincerely interested in their customers. The enterprise has a strong Research & Development department (Agrifirm Innovation Centre) and has sufficient financial resources.

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2010

Profiel Agrifirm

BRAND EQUITY Agrifirm’s brand values are: innovative, committed, results-oriented and sustainable.

>> Innovative Agrifirm is a front runner when it comes to innovation, by offering new products, knowledge and concepts. The enterprise is progressive in terms of both market approach and product innovation.

>> Committed Agrifirm’s thinking and actions are always customer-focused. The issues faced by entrepreneurs and the opportunities available to them form the starting point. Agrifirm’s employees are inspired in this respect through their personal affinity with the agricultural sector.

>> Results-oriented Agrifirm provides solutions that focus on the customer’s results. Only those products and services that contribute to a higher yield for the farmer or the market gardener are of interest to Agrifirm.

>> Sustainable Only sustainable agriculture and horticulture are future-proof. This is ultimately the only form in which this economic activity is socially accepted (license to produce). Agrifirm’s employees themselves believe in the necessity and feasibility of this sustainable agriculture and horticulture.

Agrifirm is competitive in the marketplace in terms of price and service. It differentiates itself as the player of choice when it comes to providing farmers and market gardeners with innovative solutions that produce better results.

Agrifirm closely monitors changes in the issues faced by customers. The enterprise develops innovative products and services on the basis of customer needs and its own Research & Development. Agrifirm integrated its own and external knowledge into new services and operates on the basis of leading concepts. As such Agrifirm is synonymous with sustainable and innovative concepts that enable customers to anticipate the challenges of today and tomorrow.

Agrifirm 2010 Annual Report

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market gardener, arable farmer & dairy farmer >> 235 dairy cattle >> 450 hectares ‘A supplier that inspires confidence is a priority for us. Products must simply be of quality and we are not interested in having to phone throughout the Netherlands to get the lowest price. That is a good way of ending up with garbage in your silos. This is not something we need to worry about with Agrifirm. The fact that Agrifirm is a cooperative I consider added value.

An organisation like that does not fail just like that in times of crisis. For example, if we sell our maize via Agrifirm, I am certain that money-wise things will come together. That is a good feeling. Following the merger, we can rely on a large and strong partner with even greater influence in the market. Sustainability is important to our sector. As for myself, I implement sustainability in the form of solar panels, wind mills and a fermentation plant. Our ultimate goal is to operate our farm fully energy-neutral.’

Adrie Boon Zeewolde

2010 Key Figures (€ millions)* *) These figures have been extracted from the annual reports of Cehave Landbouwbelang and Agrifirm for the years 2006 till 2009.

2010

2009 *)

2008 *)

2007 *)

2006 *)

1,983

1,906

2,106

1,682

1,232

37.2

31.6

26.3

22.7

23.8

Revenues and result Net turnover Operating result (excl. Exceptional charges) (as a % of turnover)

1.9

1.7

1.2

1.3

1.9

Exceptional charges

-22.7

-8.5

-

-

-

Operating result

14.5

23.1

26.3

22.7

23.8

Financial income and expenses

-2.4

-4.4

-9.7

-6.8

-3.8

Result of participating interests

13.6

45.9

18.3

23.3

2.0

Result before tax

25.8

64.5

34.8

42.2

22.0

Net result

24.7

59.6

32.4

33.7

15.3

367.8

368.0

322.0

309.0

295.2

30.9

15.2

12.9

14.2

13.7

Financing Group capital Provisions Non-current debt

27.1

58.4

57.1

72.7

85.1

Current debt

332.9

318.5

288.3

271.8

138.5

Total capital

758.7

760.1

680.3

667.7

532.5

48.5

48.4

47.3

46.3

55.4

52.5

46.2

40.0

37.0

25.0

Tangible fixed assets

189.2

181.3

163.4

156.1

151.6

Financial fixed assets

127.4

194.5

134.0

126.9

105.9

Gross working capital

369.7

320.0

335.2

332.2

219.3

19.9

18.1

7.7

15.5

30.7

758.7

760.1

680.3

667.7

532.5

Gross investments

50.9

55.3

45.5

43.4

22.7

Depreciation

35.8

31.0

28.9

27.8

25.9

Cooperative dividend and ‘ledenvoordeel’

21.9

13.8

15.8

7.0

3.0

3,126

3,044

2,854

2,618

2,338

Compound feed

4,401

4,470

4,337

3,957

3,167

Liquid feed

2,229

1,998

1,910

1,907

1,950

Cereals, potatoes, onions & carrots

691.3

785.4

666.3

699.7

562.1

Fertilisers

375.8

404.0

419.6

409.6

321.2

Crop protection products (€ millions)

104.9

106.4

110.8

105.8

70.3

Group capital as a % of total capital Use of capital Intangible fixed assets

Cash and cash equivalents Total assets Assets

(year of payment) Number of employees As at financial year-end (FTEs) Sales (x 1,000 tonnes)

Agrifirm 2010 Annual Report

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2010 Report of the Supervisory Board The merger between the Cehave Landbouwbelang U.A. and Agrifirm U.A. cooperatives to create Agrifirm U.A. with its place of business in Apeldoorn was the central theme of the Supervisory Board’s activities in 2010.

The merger report stipulated that Agrifirm U.A.’s Board would have 12 members.

Effective 1 June 2010, the following persons are members of this Board: T.P. Koekkoek, Almkerk (Chairman)

(2014)

A.C.J.M. van Vught, Rijkevoort (Vice Chairman)

(2013)*

A.J.C.M. Görtz, Baarlo

(2013)

A.A.J.M. Kamp, Raamsdonk

(2011)

A.S.J. Kapiteijn, Anna Paulowna

(2013)*

Ms R.T. Koopmans-Van Dalen, Oosterwolde

(2011)

A.M.M. Lammers R.A, Bavel

(2013)

J.P. Lindenbergh, Wehe Den Hoorn

(2012)*

P.P.J. van der Meijden, St. Michielsgestel

(2012)

J.T.P.M. Rooijakkers, Dalfsen

(2012)

M.G. Scholtens, Luttelgeest

(2014)

W.H.J. Teuwen, Stramproy

(2012)*

(..) In brackets, the year they stand down (..)* cannot be re-elected The following members of the Supervisory Board stepped down in 2010: M.H.J. Claes, Zevenbergen J.C. Kreuger, Woerden H. Oegema, Dalfsen H.C. Scheffer, Wassenaar In part on the recommendation of the Supervisory Board, the 2009 financial statements of both cooperatives were approved prior to the merger. Both Councils of Members subsequently granted the members of the Executive Board discharge for the policies pursued and the members of the Supervisory Board discharge for the supervision exercised.

In the second half of 2010, following the merger resolution, the Supervisory Board invested a great deal of energy in monitoring the integration process of both companies. Intensive regular consultations were held with the Executive Board for this purpose. The members of the Supervisory Board noted that all involved parties completed a tremendous amount of work in a positive atmosphere to create a solid foundation for the new Agrifirm.

A new strategic plan, ‘Towards a One-firm Agrifirm’, was developed for 2011-2013. The plan was discussed and approved by the Supervisory Board and the Council of Members. This provides Agrifirm with clear policy lines that provide the basis for the Executive Board and the executive boards of subsidiaries to continue to further develop their enterprises. The strategy for the coming years focuses on four pillars: a one-firm Agrifirm (synergy), innovation, cooperation (with customers, suppliers, partners in the food chain) and growth. Growth is generated through organic market growth and acquisitions.

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2010

Report of the Supervisory Board

The financial reporting is discussed with the Executive Board each quarter. The new financing facility negotiated with a consortium of banks was of key importance. This provides Agrifirm with sufficient room for executing its strategy and enables it to accurately operate in an increasingly more volatile raw materials market.

Corporate governance has been implemented in the new company. The present annual report devotes a section to this topic.

The Supervisory Board devotes full attention to various potential acquisitions.

The Supervisory Board, together with the Executive Board, was present at the opening of the new Vitamex concentrates factory in Ukraine. This was a constructive visit that provided the members of the Supervisory Board with a good impression of developments in this country. Furthermore, it contributed to strengthening the relationships between the members of the Supervisory Board in its new composition.

The Remuneration Committee met several times to discuss the functioning and remuneration of the Executive Board. The Supervisory Board consequently took a number of decisions in this area. The Audit Committee met several times due to the interim audit conducted by the auditor at the end of the third quarter and in relation to the financing arrangement. The Supervisory Board and the Council of Members bade farewell to Mr A. Hectors, member of the Executive Board, in a fitting manner.

The Supervisory Board, in a meeting attended by the auditor, was informed of the 2010 financial result and was pleased with this result. Taking into account the high one-off item for the costs of the merger, the net result in the amount of â‚Ź24.7 million is satisfying.

The Supervisory Board is indebted to the members of the Council of Members for their confidence and their decision to support this merger. And to everyone who contributed to achieving a wonderful result in this - for many of us - year of uncertainty. Thank you to the Executive Board and all employees for their efforts!

Apeldoorn, 15 March 2011 T.P. Koekkoek Chairman of the Supervisory Board

SUPERVISORY BOARD: back row fltr: Marcel Scholtens, Tim Kapiteijn, Johannes Lindenbergh, Jan Rooijakkers,Wim Teuwen, front row fltr: Arian Kamp, Noud van Vught (vice-chairman), Theo Koekkoek (chairman), Ton GĂśrtz, Rieneke Koopmans-van Dalen, Ton Lammers. Not on this photo: Paul van der Meijden.

Agrifirm 2010 Annual Report

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2010 Report of the Executive Board MERGER In their meetings of 26 May 2010, the separate Councils of Members of Agrifirm and Cehave Landbouwbelang approved the planned merger resolution between both cooperatives. This cleared the way for the formation of the Agrifirm Group (hereinafter: Agrifirm) with retroactive effect to 1 January 2010. While this resulted in merging the two separate cooperatives legally, all business units and activities continued to operate without change for the time being. Since 1 July 2010, Agrifirm has been housed in the temporary new head office in Apeldoorn.

The decision to use the Agrifirm name is related to the fact that it lends itself well to international use.

Combined with the colour scheme and the easily recognisable link in the Cehave Landbouwbelang logo, the new Agrifirm logo represents ‘the best of both worlds’.

The merger is not a standalone event. It is the result of developments that affect or will affect food production.

The growth of the world population continues unabated and is paired with increased prosperity. The demand for more and more luxurious food is expected to continue. As a consequence there is also an increased demand for raw materials. To maintain sufficient grip on the market requires substantial size. The necessary increase in scale this requires is also a condition for continuing to be able to invest in innovation and to ensure the further development of sustainability. The domestic market is exhibiting consolidation. The agricultural sector is not expected to grow here, although there is a trend towards increase in scale. The merger provides an opportunity to maintain a very close presence to the customer with a national cooperative and to, partly on this basis, further increase market share in the Netherlands. In addition, it provides opportunities for further internationalisation.

The initial ideas for the merger were presented in September 2009. In the spring of 2010, the merger report was extensively discussed with the Council of Members, the Netherlands Competition Authority (NMa), the works councils and the trade unions. Aside from the positive effects of the merger, a lot of attention was also devoted to a redundancy plan. The merger led to a reduction of 150 jobs. Following constructive discussions with the works councils and the trade unions, appropriate schemes were implemented for the affected employees.

A merger of two organisations has a major impact on the people who work there. All employees who were involved in the preparations for the merger deserve a great deal of appreciation. The consultation between the Executive Board and employees was characterised by a high degree of decisiveness in terms of the many decisions that needed to be taken.

Agrifirm’s key task on 1 July 2010 was to prepare for the operational merger of both companies and for it to go into effect as of 1 January 2011. A lot of hard work was put in by many people to prepare for the merger of both companies, while minimising its impact on the management of operations. The least possible burden associated with preparing for the merger was to be shifted to the customer and where possible all entities continued to operate independently. In the meantime the new organisation was prepared and the Agrifirm Innovation Centre, the business unit that conducts Research & Development, was set up. Land was purchased at an easily accessible office location in Apeldoorn for the purpose of constructing Agrifirm’s new head office. Construction is expected to commence in mid-2011.

EMPLOYEES One of Agrifirm’s key strengths is the quality of the people that make up the organisation. The Human Resource policy motivates employees to continue to develop through study and education. To remain an interesting employer, Agrifirm offers its employees opportunities for advancement within the organisation as a means of providing opportunities for realising personal ambitions. Several permanent trainee positions have been established within various companies within the Group. The harmonisation of the different primary and secondary terms and conditions of employment was for the most part completed in 2010.

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2010

Report of the Executive Board

ACQUISITIONS In 2010 Agrifirm expanded its participation in the Koninklijke Cebeco Groep to 100%. Majority interests in the subsidiaries Bonda, Vitamex and Pre-Mervo were also transformed into 100% participating interests. Vitamex acquired 80% ownership in the Belgian premix producer Preconex. Following the departure of several associate cooperatives, Agrifirm and Horticoop currently are the two shareholders of Cebeco Meststoffen and Cebeco Agrochemie.

Agrifirm is always on the lookout for interesting opportunities for growth that are consistent with its core activities and the adopted strategy. In addition to potential acquisitions related to its core activities, acquisitions of serviceoriented subsidiaries also represent a good fit.

FINANCIAL DEVELOPMENTS Agrifirm succeeded in closing its first financial year with a positive result. The net result amounts to €24.7 million. This includes €22.7 million in the costs of the merger and €8.8 million in customer discounts. Group sales amounted to nearly €2 billion, of which 74% was realised on the Dutch domestic market. Within the group’s sales, ‘compound feed Netherlands’ at 42% represents the largest product group, followed by Plant Netherlands at 17% and ‘Compound feed Europe’ at 15%. Almost all subsidiaries made a positive contribution to the result by achieving

EXECUTIVE BOARD: from left to right: Ad Wals, Integration Director (COO), Kees Sijssens, Chairman (CEO), Ton Loman, Vice-chairman (COO), Ad Hectors, Integration Director (COO), Joost Helsen, Financial Director (CFO).

Agrifirm 2010 Annual Report

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2010

Report of the Executive Board

the objective set for them in terms of result and yield. The financial results achieved by Cehave Van den Berghe in Belgium, as well as Kofu and Strahmann in Germany were disappointing in 2010, due to reorganisations, the market situation, current contract arrangements with poultry farmers and the pre-emptive purchase of cattle feed.

Investments in plant and machinery in 2010 amounted to €35 million.

The financial position is strong with solvency over 48%. The 2010 customer discount was paid in February 2011.

Furthermore, a members profit of 1% will be paid on members’ sales in 2011. An amount of €11 millions has been reserved from equity capital for this purpose. A new financing arrangement was negotiated with a consortium of banks in 2010.

EMPLOYEE PARTICIPATION The Executive Board attaches a great deal of value to constructive consultation with the Central Works Council (CWC) and with the European Works Council (EWC). In consultation with the works councils and the CWC, an employee participation model (Merger CWC) was developed that will continue to be in operation from the merger year up until after the elections of the new works councils in February 2011. Frequent highly constructive meetings were held with the Merger CWC. Many decisions that were essential for this first merger year could consequently be taken. The EWC met twice in 2010. Various subjects were discussed and explained during these meetings.

STRATEGY Agrifirm’s strategy up to 2014 was adopted by the December 2010 meeting of the Council of Members. The strategy is based on four pillars as follows: one-firm Agrifirm (leverage synergy and project the Agrifirm ‘brand’), innovation, partnership and growth. Innovation is an important strategy pillar. To be able to apply innovation requires a great deal of research and development. Agrifirm has many good employees and excellent facilities at its disposal for this purpose. By making sufficient financial resources available for innovation, the results can be made available in the form of specific concepts, products and knowledge.

Agrifirm views partnership with stakeholders as a key element in jointly keeping the agricultural sector attractive, sustainable and profitable in the future. Profitable growth is essential to remaining an attractive employer, exploiting benefits of scale and continuing to implement the mission (creating value).

SUSTAINABILITY The genuine care and attention to nature and the environment, health and animal welfare is clearly discernable within Agrifirm. By establishing sustainability indicators, the actual contribution to sustainability is measured on a continuous basis. The emphasis in this respect is on feed efficiency, sustainable soil use, the use of raw and auxiliary materials and the reduction of CO2 emissions. All employees are actively involved in this, as a result of which sustainability is solidly anchored at all levels within the organisation. This received a lot of attention in 2010. The sale of EKO feeds increased sharply in 2010. Full attention was given to the optimal use of organic fertilisers in cultivation plans in the plant sector, as a result of which the use of artificial fertilisers has dropped. By encouraging the use of GPS in fertilising and the application of crop protection products, losses are sharply reduced. The Sustainability Report will be published under separate cover.

RISK MANAGEMENT All of Agrifirm’s subsidiaries work in accordance with an agreed upon auditing and risk management methodology.

This allows sufficient insight in risk control to be maintained. Foreign Compound feed production companies meet the guidelines for feed safety based on TrusQ, the partnership between Dutch and Belgian feed suppliers in the area of food safety. Risk management is covered extensively elsewhere in this Annual Report.

12

2010

Report of the Executive Board

FAREWELL Our colleague, Ad Hectors, Integration Director/COO of Agrifirm left the organisation after 32 years. Ad developed his career on the basis of field work and managed to keep a practical view of the state of affairs. He preferred to look for solutions that benefited all parties. This always earned him a great deal of appreciation. Ad will continue to perform a limited number of tasks in 2011.

PROSPECTS 2011 is the first year for Agrifirm in which it will pass on the financial benefits of the merger to customers. The projections in this regard are good. The strategy selected by the organisation will continue to be implemented. The German, Hungarian and Belgian subsidiaries will be operating under the Agrifirm brand name from here on in. In addition, a wished-for efficiency initiative will be implemented for the branches and production locations on the domestic market. Aside from Agrifirm’s organic growth, new acquisitions are to be expected.

Apeldoorn, 15 March 2011 Agrifirm Executive Board C.H.L. Sijssens, Chairman (CEO) A. Loman, Vice-chairman (COO) A.C.J.M. Hectors, Integration Director (COO) A.P. Wals, Integration Director (COO) J. Helsen, Financial Director (CFO)

Agrifirm 2010 Annual Report

13

2010 Coöperatie Agrifirm U.A. The Council of Members was created on 1 June 2010 from both existing Councils of Members. The area of activity was subdivided into 28 districts in this regard.

The Council of Members met for the first time on 1 July 2010. The Council of Members will have 110 members up until the end of March 2011. After this, the Council of Members will be reduced to 90 persons in two years time. The basic principle for appointing delegates to the Council of Members is that each district should have three delegates.

With only two members, District 16 is an exception. A few districts supply an additional delegate because the sales in these districts are much higher than the average. A key principle of the schedule of rotation will be to ensure that the various agricultural and horticultural sectors continue to be as well represented as possible in the future.

The first study day for the Council of Members was held in November. Based on various propositions, the decisions that Agrifirm is required to make as part of its strategy were discussed. This produced a lot of input for the strategic plan that had been developed. The idea of holding a study day received broad support from the Council of Members.

The Council of Members met four times in its new form in 2010. Key items during the meeting were the progress of the integration process and the adoption of the various governance agreements. In addition, all meetings devoted a great deal of attention to financial developments within Agrifirm. In the December meeting the Council of Members approved the 2011-2013 Strategic Plan ‘Towards a One-firm Agrifirm’. In this meeting the Members Profit was set at 1%. Payment of this amount will occur in January 2012. The meeting also bade farewell to Ad Hectors, member of the Executive Board.

SECTOR COUNCILS Starting in the spring of 2011, Agrifirm will establish sector councils for the dairy farming, pig farming, laying bird farming, table poultry farming and arable farming and horticulture sectors. These councils will have an advisory function for the executive boards of the Agrifirm Plant and Agrifirm Feed companies. This is why they were only formally established on 1 January 2011.

YOUNG PEOPLE’S COUNCIL Agrifirm’s Young People’s Council met for the first time in September 2010 during a two-day excursion to the southern region of the province of Limburg. The 40 young entrepreneurs from the agriculture and horticulture sectors in addition met another three times. They primarily immersed themselves in Agrifirm’s financial and organisational structure. Furthermore, the Young People’s Council was intensively involved in organising the 2011 Young People’s Day. The Young People’s Council in the future will consist of a maximum of 35 persons comprising a delegate from each district complemented by several representatives from smaller sectors.

14

pig farmer

Marco Oostenbrink Rheezerveen

320 sows 2,500 meat pigs ‘The most important thing to me is that the pigs do well on the feed supplied by Agrifirm. That is my standard. And the pigs are happy, and therefore I am happy as well. I also appreciate the knowledge provided by Agrifirm. Their consultant really knows what he is talking about. I attach a great deal of importance to that. After the merger, the level of knowledge only increased.

This is something I want to profit from, because I want to continue to develop my farm. Effective in 2013, the legislation governing welfare, the environment and health will become more strict. I am not waiting till then. Slaughterhouses also have to adhere to certain concepts, for example in the area of accommodations. I have adjusted my operations accordingly, so that now I already meet these requirements.’

>> >>

2010 Corporate governance INTRODUCTION With respect to corporate governance the following entities are relevant within Coöperatie Agrifirm U.A. and Agrifirm Group B.V. :

>> >> >>

The Council of Members of Coöperatie Agrifirm U.A. The Board of Coöperatie Agrifirm U.A. and the Supervisory Board of Agrifirm Group B.V. The Executive Board of Agrifirm Group B.V.

Executive Board and Supervisory Board are responsible for corporate governance within Coöperatie Agrifirm U.A, Agrifirm Group B.V. and its operating companies (further referred to as ‘Agrifirm’ or ‘the Group’) and the adherence to the Corporate Governance Code (Code Frijns). Deviations from the code will be disclosed to the Council of Members and will be explained shortly in the annual report.

STRUCTURE Coöperatie Agrifirm U.A (further referred to as Cooperative) is a cooperative incorporated under Dutch law and has approximately 15,000 members. The Board of the cooperative is appointed by the Council of Members of Coöperatie Agrifirm U.A. Agrifirm Group B.V. (Agrifirm Group) is a limited liability company incorporated under Dutch law which acts as a holding company of operating companies and participating interests of Agrifirm. Agrifirm Group has a Supervisory Board of 12 persons and consist of the Board of the cooperative. All shares of Agrifirm Group B.V. are held by Coöperatie Agrifirm U.A. The Executive Board of Agrifirm is responsible for the day to day business of Agrifirm and consists of five persons: chief executive officer, chief operating officer, chief financial officer and two integration officers. The Executive Board is appointed by the Supervisory Board of Agrifirm Group.

AGRIFIRM ORGANISATION CHART Members Coöperatie

Cooperative

Districts

Young People’s Council

Council of Members Board of the Cooperative

Supervisory Board

Cooperative Executive Board

Company Executive Board

Company

Sector Councils

Agrifirm Group B.V. Agrifirm Innovation Centre

Staff Services

16

Compound Feed

Plants

Co-products

Specialities

Services

Agrifirm Feed NL

Agrifirm Plant NL

Bonda Bongardt Profarm

PreMervo Vitamex

Agrifirm Feed International

Agrifirm Plant International

Abemec Exlan CCL Nutricontrol Oldambt Winkel BV

Participating Interests

2010

Corporate governance

THE COOPERATIVE’S COUNCIL OF MEMBERS The members of the cooperative are assigned by the Board to one of 28 geographical districts. The members of the district elect at least 3 representatives of the districts in the Council of Members. The Board of the cooperative can assign additional representatives to certain districts based on total turnover of a district. The cooperative‘s Council of Members comprises of 110 members. The maximum term of office for a member of the Council of Members is three times four years.

Council of Members meetings will be held three times a year.

The Board of the cooperative requires the approval of the Council of Members for specific important decisions on operations, as well as for major decisions concerning the legal and capital structure of Agrifirm Group, decisions concerning major investments, all of which are described in the Articles of Association. Approval is required for:

>> >> >> >> >>

proposed amendments to the Articles of Association of the cooperative and of Agrifirm Group appointment of members of the board of the cooperative important business decisions on strategic alliances and the acquisition of real estate acquisition of participating interests in group companies or minority participations major investments

In the articles of association is incorporated at which thresholds approval of the Council of Members will be necessary. Further the Council of Members has the authority to adopt the consolidated financial statements, long term strategic plan of the cooperative and Agrifirm Group and approve the dividend paid to members of the cooperative.

THE BOARD OF THE COOPERATIVE The Board of the cooperative is responsible for the affairs of the cooperative, among other protecting the interests of the members of the cooperative and in the business activities carried out by Agrifirm Group and its operating companies.

The Board of the cooperative comprises of twelve members of which ten are chosen from the members of the cooperative. The board has two external members of which one specialist on financial matters (financial profile) within multinational companies and one on strategy and management (management profile) within multinational companies. The members of the Board are recommended by the Board of the cooperative and appointed by the Council of Members. The Council of Members also has the authority to discharge individual members of the Board of the cooperative.

The Board of the cooperative acts as Supervisory Board of Agrifirm Group.

The maximum term of office for a Board Member is three times four years. If the chairman of the Board has been a member before, he has the possibility to stay on for one additional term of four years.

THE GENERAL MEETING OF SHAREHOLDERS OF AGRIFIRM GROUP The cooperative is the sole shareholder of Agrifirm Group, which gives the cooperative full control at the General Meeting of Shareholders of Agrifirm Group. The Board of the cooperative exercises the voting rights at the General Meeting of Agrifirm Group on behalf of the cooperative, in certain cases subject to formal approval by the Council of Members. Agrifirm Group’s consolidated financial statements are submitted for adoption to the General Meeting of Shareholders of Agrifirm Group. A decision on the appropriation of profit is also taken at this meeting.

Agrifirm 2010 Annual Report

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2010

Corporate governance

THE SUPERVISORY BOARD OF AGRIFIRM GROUP The Supervisory Board appoints members of the Executive Board and supervises the conduct of the affairs of Agrifrim Group by the Executive Board and has the authority to approve certain decisions of the Executive Board as described in the Articles of Association:

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strategic long term plan important business decisions on strategic alliances and the acquisition of real estate acquisition of participating interests in group companies or minority participations major investments bank facilities and pledges on assets

In the articles of association is incorporated at which thresholds approval of Supervisory Board will be necessary.

The members of the Supervisory Board are appointed for maximum three times four years. After each term the performance of a Supervisory Board member is reviewed.

The Supervisory Board has a Remuneration-, an Appointment- and an Audit Committee.

The Remuneration Committee consists at least of the external Supervisory Board member with the management profile and the Chairman of the Supervisory Board. The Remuneration Committee provides the input for decisions on the remuneration policy and the remuneration of individual members of the Executive Board.

The Appointment Committee provides the input for decisions of the Supervisory Board on the selection and appointment of members of the Executive Board and the Supervisory Board.

The Audit Committee consists of the external Supervisory Board member with the financial profile and three other members of the Supervisory Board. The duties of the Audit Committee are preparatory in nature and concern the accuracy and completeness of the financial reporting, the internal accounting and control systems, risk management, regulatory compliance, and the appointment and procedures of the independent external auditor.

All three committees report to the full Supervisory Board, the committees have no authority to make decisions independently.

THE EXECUTIVE BOARD OF AGRIFIRM GROUP The Executive Board is responsible for the policy and operational affairs of Agrifirm Group. Executive Board members are appointed for an indefinite period. Employment terms and conditions are set by the Supervisory Board, including their remuneration.

THE DUTCH CORPORATE GOVERNANCE CODE APPLIED BY AGRIFIRM Although neither the Corporate Governance Code nor the related Order in Council directly applies to the cooperative and Agrifirm Group, Supervisory Board and Executive Board have committed themselves towards the Council of Members to apply the principles and best practice provisions of the Code and the Order in Council.

Agrifirm apllies the code voluntarily and has evaluated the principles and best practice provisions in relation to the cooperative nature of the business. As a result, it has decided not to apply a number of them. Deviations to the code will be disclosed in short to the Council of Members and the annual report and major changes will always presented to the Council of Members before they will be implemented.

Agrifirm has whistle-blowing procedures in place.

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2010

Corporate governance

DEVIATIONS FROM THE CODE On five points the code is not followed: - The members of the Executive Board of Agrifirm Group are appointed for an indefinite period. The influence of the cooperative on the members of the Executive Board in the exercise of their duties is due to the fact that the Board of the cooperative: represents the majority (100%) of the voting rights of the owner in the General Meeting of Shareholders of Agrifirm Group;

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are the members of the Supervisory Board of Agrifirm Group recommend about the members of the Supervisory Board of Agrifrim Group For this reason the best practice provision of appointing members of the Executive Board for a four-year term is not followed

- The chairman of the Supervisory Board acts as the chairman of the Remuneration Committee because Agrifirm is of the opinion that the coordinating role of the chairman of the Supervisory Board is of great importance in remuneration matters of members of the Executive Board.

- Terms of office on other supervisory boards (outside Agrifirm) and of other positions by members of the Supervisory Board and the Executive Board is decided on a case-by-case basis by the Supervisory Board according to their nature and the demands placed on the time of the member concerned. Each member of the Supervisory Board and the Executive Board must ensure that he devotes sufficient time and attention to Agrifirm to guarantee proper fulfilment of his duties as a Board member.

- Remuneration of individual Executive Board members and other important provisions in their employment contracts are not published.

- The following provisions of the code have not been followed:

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provisions which relate to companies listed on stock exchanges publishing of important information of website(s) of Agrifirm one tier management structure certification of shares responsibilities of investors and shareholders internal audit department

Agrifirm 2010 Annual Report

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2010 Risk management RISK PROFILE AND MODEL Agrifirms activities expose it to a variety of financial and operational risks.

Agrifirm management acknowledges that managing risks is an essential element of doing business. Accepting a certain level of risk is a prerequisite for achieving the Agrifirms strategic objectives and financial targets. The achievement of business objectives is contingent, in part, on external economic factors, the unpredictability of market developments, environmental impacts and human factors.

In general, Agrifirm adopts a prudent attitude with respect to the acceptance of significant business risks. A risk’s significance is determined by the likelihood of it occurring and its potential impact on strategic objectives and financial targets.

Both Cehave and Agrifirm old had integrated approaches to identifying corporate objectives, the risks and uncertainties inherent therein, and their internal management and control. In 2010 Agrifirm integrated these approaches to one approach applicable for all operating companies of Agrifirm.

RESPONSIBILITY The Executive Board is responsible for managing the risks associated with the company’s objectives and the reliability of the internal and external financial and other reports. Agrifirm bases its internal control structure on the principle that the management boards of the operating companies bear the primary responsibility for the day-to-day performance, compliance and monitoring of the systems that have been put in place to manage the key operational risks, to which the company is exposed, as best as possible.

CHARACTERISTICS OF INTERNAL RISK MANAGEMENT AND CONTROL SYSTEMS In designing and evaluating the structure of our risk management and control systems, the international COSO framework is used as a frame of reference. This has been expanded in the Agrifirm Corporate Guidelines, which also cover a joint, risk-based framework of internal controls. Within Agrifirm this is an ongoing process of identifying, analysing, validating, monitoring and evaluating significant risk areas and the controls put in place, and of communicating and reporting about such process. The risk management model is utilised by all operating companies of Agrifirm. The model provides management of operating company tools to identify, classify, report and monitor risks at a business level.

Agrifirm also has the following standards, procedures, systems and organisational measures in place for controlling its business processes:

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principles for the code of conduct governing all employees of Agrifirm; whistle-blowing procedures; systems for operational and financial planning, such as setting budgets and other operational and financial targets;

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guidelines and procedures for the format and drafting of management reports and financial reporting; periodic review of the achievement of set targets based on pre-defined critical success factors for all operational and functional disciplines;

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guidelines and procedures for financing activities and controlling currency and interest rate risks; guidelines for the continuity and reliability of electronic data processing; guidelines for the management of production processes and quality controls based on internationally recognised and certified methodologies and in line with the applicable laws and regulations in the countries in which Agrifirm operates;

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a quality assurance system for raw materials; a system of internal control and monitoring, including authorisation procedures and segregation of duties.

2010

Risk Management

The complete set of the controls listed above ensures that reasonable assurance is obtained that strategic and operational objectives are achieved, that the company’s (financial) reporting is reliable, and that relevant laws and rules are complied with.

In 2010, our auditor Ernst & Young performed audits on the system of internal control as part of their assignment to audit our annual financial statements in order to check to what extend the system of internal control was adequate. These audits were preformed according to a programme set up in consultation with the Audit Committee of the Supervisory Board.

With however much care these systems and controls are designed, they do not provide absolute assurance that operational and financial corporate objectives will be achieved. Neither can all inaccuracies, errors or violations of laws and regulations be prevented using these systems.

BUSINESS PLANNING AND REVIEW The company pursues a system of budgeting and planning using standard procedures and detailed guidelines. The Executive Board regularly reviews with the management boards of the operating companies the achievement of strategic and operational objectives, as a result of periodic financial and operational reports, the annual operational plan cycle and risk analysis. The risk monitoring results are reported during the half year review meetings and are presented to the Executive Board for evaluation. The model has been integrated into the planning and control cycle of Agrifirm.

MANAGEMENT STATEMENT With respect to the limitations that are inevitably inherent to any risk management and internal control system, our internal risk management and control systems provide reasonable assurance that our financial reports are free of material misstatement and that these systems were adequate and effective in 2010. The phrase ‘reasonable assurance’ has been used for the level of assurance that would be provided by a director acting with due care under the given circumstances.

The set of procedures involving the internal risk management and control systems, and the related findings, recommendations and measures have been discussed with the Audit Committee, the Supervisory Board and the independent external auditor.

Agrifirm 2010 Annual Report

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2010 Agrifirm Subsidiaries and Participating Interests As at 31 December 2010, Agrifirm had a 100% interest in 17 companies. In addition, Agrifirm has a number of participating interests. All subsidiaries and participating interests form part of Agrifirm’s core activities or support these activities.

From an organisational perspective they are divided into six divisions.

COMPOUND FEED DIVISION AGRIFIRM FEED

Agrifirm Feed in the Netherlands is the merger of Agrifirm’s and Cehave Landbouwbelang’s animal feeds operations. These two companies operated separately in the marketplace during the merger year, while preparations were made behind the scenes designed to have the company operate as a single entity effective 1 January 2011. The total sale of feeds amounted to 3,231,000 tonnes.

Revenues were €813 million.

During the first months of the reporting year, Agrifirm Feed was faced with a sharply declining market for raw materials. Due to disappointing growing conditions in key global production areas there was a strong demanddriven market with dramatic price increases later in the season. With due consideration to its extensive need for high-quality raw materials, the availability of such materials can become a heightened risk for Agrifirm Feed. To reduce this dependence, research into alternatives has high priority. The reorganisation implemented in 2009 bore fruit in 2010. Cost reductions were achieved through more efficient management of operations and logistics. This constituted the basis for an improved competitive position and ultimately led to additional feed sales.

The production facilities will be further optimised in 2011 resulting in new efficiency gains.

Pig Feed The pig farming sector is experiencing increased social pressure. The economic need for scaling up is encountering resistance and the persistent discussion about mega-stables is inhibiting progress in the pig farming industry. This is resulting in a decrease in the number of companies, while the growth of larger companies is stagnating.

The Air Line [2.0] feed concept introduced in 2008 is making an important contribution to an environmentally friendly pig farming industry. Due to a high-quality production technology, the Air Line [2.0] results in improved digestion of the feed and healthier animals with improved resistance. The use of feed for meat pigs consequently declines by 30%. In terms of sows and piglets, the Air Line [2.0] yields a 6% improvement in the use of feed. The share of Air Line [2.0] in Agrifirm Feed’s pig feeds grew to 33% in 2010. The direct environmental impact is a 65% reduction in the emission of phosphates. If all pig farmers in the Netherlands were to opt for Air Line [2.0], there would no longer be a phosphate problem. The factory in Zwolle will invest in an Air Line production line in 2011.

Goat Feed Goat farmers were confronted with the outbreak of Q fever during the reporting year. The breeding prohibition instituted by the government had a major impact on goat farmers. The affected entrepreneurs were able to count on maximum counselling and support from Agrifirm Feed. As a result of the Q fever measures, Agrifirm Feed, having a 40% market share in the goat farming industry, was faced with a decline in goat feeds sales amounting to between 10% and 15%.

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2010

Agrifirm Subsidiaries and Participating Interests

Cattle Feed The scaling-up in the dairy farming sector is continuing unabated. This is partly prompted by the elimination of the milk quotas in 2015. Dairy farmers were faced with low milk prices that gradually increased during the reporting year. The low price levels motivated dairy farmers to devote more attention to the cost of milk. This created an increased demand for alternative types of feed, such as single feeds and wet feeds.

Agrifirm Feed is encouraging Dynamic Feeding, in which the rationing of individual cows is controlled on the basis of net feed yields. This provides dairy farmers with a better grip on the cost of their milk. It is expected that this trend will result in a decline in the use of feed concentrates over the coming years.

Poultry Feed 2010 was a turbulent year for laying bird farmers. The extremely high price of eggs at the beginning of the year declined to a historic low after the summer. Due to the fact that laying bird feeds are sensitive to price competition, the sharp decline in the price of eggs in the autumn led to a great deal of price competition related to feeds.

Agrifirm Feed nevertheless managed to keep sales up to par. Due to the low price levels it was decided to take a more critical look at cost-effective transportation distances in relation to the supply of laying bird feeds to the German market.

Agrifirm Feed’s Kernel Feed concept provides it with a solid position in the table poultry farming sector. The strength of the concept is that traditional Compound feed is being replaced by wheat and high-quality kernel feeds. The share of wheat in the ration fluctuates at around 33% and is primarily determined on the basis of the price ratio between kernel feed and cereals. In part due to the distinctive yield that Agrifirm Feed realises for its poultry farmers on the basis of this concept, the sales rose by 20%. Research has led to an improved version of the kernel feed. These Highline feeds have a higher protein content and a lower energy value. The improved feed conversion offers the table poultry farmers a higher yield.

Agrifirm 2010 Annual Report

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2010

Agrifirm Subsidiaries and Participating Interests

VOEDERS VAN DEN BERGHE N.V.

Voeders Van den Berghe N.V. produces and markets high quality compound feed for cattle, pigs and poultry. Annual sales in Belgium amounted to 265,000 tonnes. Revenues in 2010 amounted to €97 million.

Voeders Van den Berghe’s strategy is to produce feeds that create sustainable added value. The 2010 reporting year was a disappointing year for Voeders Van den Berghe. The financial results in the laying-hen sector, in which Voeders Van den Berghe partially operates as a client, went from profitable to loss-making during the year. This was caused by sharply declining egg prices and increased feed prices. A provision has already been made for the projected future losses associated with these contracts in 2011. In addition, an assessment is underway to determine how to further limit the risk associated with such contracts. Furthermore, costs are increasing to higher than normal levels due to the higher energy and maintenance costs. The volume and margin trends for pig and cattle feeds were positive. In spite of a disappointing year, Voeders Van den Berghe invested in improving quality and efficiency. Voeders Van den Berghe wants to grow from the Top 5 to the Top 3 compound feed in Belgium. For the time being, the Belgian organisation is focusing on organic growth and where possible, acquisitions in the provinces of West and East Flanders. Intensive collaboration with Agrifirm Feed and Agrifirm Plant already exists.

This will be further strengthened by introducing the successful livestock farming concept in the Netherlands to Belgium as well. In addition, an assessment will be conducted to determine whether Voeders Van den Berghe can look after the production of compound feed for Agrifirm Feed. Effective 1 June 2011, Voeders Van den Berghe will continue under the name Agrifirm Belgium.

KOFU TIERNAHRUNG GmbH

Kofu Tiernahrung GmbH produces high quality compound feed for agricultural animals in the German city of Neuss. Feed consulting services play an important role in this regard. Total sales amounted to 319,000 tonnes in 2010, representing €70 million in revenues.

The livestock feed market in Germany rose by 2% in 2010. The German market for compound feed is highly competitive, as a result of which margins and prices are low. Kofu’s revenues were stable in 2010. The sale of mineral feeds rose by 3.5%. These feeds are tailor-made, linked to customer-specific advice. The financial results were unsatisfactory, in part due to a fire experienced by a supplier. This made it impossible to supply a key raw material, which consequently had to be purchased at high current market prices. The contract positions related to the pre-emptive purchase of cattle feeds produced negative results. The Strahmann and Kofu operations will be merged in 2011, further cost reductions will be implemented and the market approach will be tightened.

STRAHMANN GmbH

The German trading company Strahmann GmbH is focused on the production and sale of compound feed and the sale of seed and seedlings, artificial fertiliser and crop protection products.

In addition, customers can sell their cereals, potatoes and rapeseed via Strahmann. The sale of feeds amounted to 187,000 tonnes and revenues were €92 million.

Strahmann is confronted with a rapidly changing German market. Many agricultural farms are deciding to increase the scale of their operations. In addition there are favourable subsidy schemes that encourage investment in biogas installations. Many entrepreneurs are choosing this option. As a result the demand for raw materials such as maize is increasing rapidly. This leads to a shift in cultivation and sales. In the coming years, Strahmann will focus on productivity, efficiency and profitability. To achieve its objectives in this regard, Strahmann will opt

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arable farmer

Roelof Otten Geesburg

industrial potatoes, sugar beets, wheat, maize, spices, spinach sowing seeds, onions and chicory ‘An enterprising farmer needs an enterprising cooperative interested in being an extension of his farm. And the cooperative has to deliver on this by providing added value to its members.

Because I am a member, I track Agrifirm in a constructive critical way. The fact that Agrifirm is a cooperative I consider a major plus. That makes you a strong trading partner. Agrifirm has majority participating interests abroad. That is a good thing as long as it provides added value to its members. Whether I am afraid of foreign competition? I firmly believe that you should never be afraid of your competitors. Always trust in your own strength. That applies to Agrifirm, as well as farming entrepreneurs individually.’

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2010

Agrifirm Subsidiaries and Participating Interests

for greater market segmentation. Furthermore, the sales consultants will be more involved in the PMCs (Product Market Combinations). Other areas for attention in 2011 include the merger of Strahmann and Kofu on the one hand and the synergy with Agrifirm on the other.

Starting in mid-2011 Kofu and Strahmann will operate under the name Agrifirm Deutschland and will use the ‘Erfolg verbindet’ pay-off for this purpose.

CEHAVE PASZE SP.

Cehave Pasze Sp. produces and markets feeds and concentrates for poultry, pigs and cattle. This Polish company has three branches with total sales of 200,000 tonnes and revenues of €64 million.

Cehave Pasze initiated collaboration with new partners in 2010. It also expanded its sales area. As a result it achieved a growth in sales of over 20% in 2010, while the Polish market as a whole grew by 5%. Cehave Pasze’s strong growth in revenues is due to the improved technical results of its poultry as well as pig feeds. Customers are expressing their satisfaction with the results they are obtaining with these feeds. The sale of pig feeds rose as a result of more direct sales to livestock farmers. Due to modest prices, the gross margin for poultry and pig feeds was somewhat under pressure. Through effective cost control, Cehave Pasze nevertheless managed to achieve an excellent operating result.

Cehave Pasze aims to further increase its market share over the coming years. The objective is to grow to be among the Top 5 livestock feed producers in Poland. The strategy is focused on organic growth and acquisitions.

In addition, Cehave Pasze is also focused on acquiring dealers to enable it to sell its products in the whole of Poland. The knowledge available within Agrifirm will be further implemented in its production, products and services. The objective is to further expand the sale of Vitamex products by Cehave Pasze and to enter Into partnerships with new players, such as slaughterhouses.

KABAI TÁP ZRT.

Kabai Táp Zrt. (Feeds Hungary) produces and markets animal feeds for pigs and poultry. The company has three production sites in Hungary, which in total produced 200,000 tonnes of compound feed with revenues amounting to €50 million.

In 2009, Kabai Táp expanded its operations in Hungary by two branches through the acquisition of Pannonmill.

This resulted in significant growth in 2010. The year started off well financially, however, after the harvest, cereal prices rose considerably. This caused increased pressure on gross margins. The price of feed rose to such an extent that the growth in sales became stagnant.

In spite of a difficult market, the 2010 financial results barely deviate from budget estimates. This is a satisfying result. Projections call for the feeds industry in Hungary to stabilise in terms of size over the coming years. Kabai Táp’s market share is in the order of 13-14%. The objective is to increase market share each year. A spearhead for Kabai Táp is to achieve sound technological results in the marketplace. Kabai Táp collaborates on Research & Development and with international platforms for this purpose. This enables it to expand the knowledge available within Agrifirm.

Kabai Táp exports approximately 12% of its production to Rumania. In addition, Kabai Táp is able to serve two thirds of Hungary’s area of activity with its three current branches. To achieve full national coverage and increase exports, acquisitions, in addition to organic growth, represent a desirable next step. The company’s name will be changed to Agrifirm Magyarország Zrt. in mid-2011.

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2010

Agrifirm Subsidiaries and Participating Interests

PLANT DIVISION AGRIFIRM PLANT

The current Agrifirm Plant is a merger of the plant operations of Agrifirm and Cehave Landbouwbelang (Agerland and Agrarische Unie). These two companies operated separately in the marketplace during the merger year, while preparations were made behind the scenes designed to have the company operate as a single entity effective 1 January 2011.

The extreme weather conditions in 2010 had a major impact on plant production. The spring was wet and cold and consequently had a late start. The summer was initially hot and dry and the autumn was very wet in many places. Regional differences were extensive, which was evident from the crop’s quality and yield. For example, cereals in many areas only achieved 75% of their yield potential. Most growers managed to bring in their harvest on time and in good condition.

Agrifirm Plant’s gross operating result rose by over 10%. Within overall sales of €321 million, the crop protection products and cereals, each at 28%, represent the largest product groups, followed by artificial fertilisers (25%) and seeds for sowing (9%).

Due to mounting prosperity throughout the world, the global demand for high-quality foods is increasing.

Furthermore, the demand for biofuels is also increasing. These trends, the modest harvests on a number of continents and the declining global inventories have resulted in higher prices for raw materials. In terms of sustainability, this means that the entrepreneurs, driven by the raw materials market, pay even more careful attention to the input of fertilisers and crop protection products. This is evident from the sales of these product groups by Agrifirm Plant.

From a national perspective, the sale of crop protection products declined, while Agrifirm Plant’s revenues stayed up to par at €90 million. This translates into market share growth in almost all plant sectors, which is primarily due to the high quality consulting services and the competitive pricing. Due to the fact that Agrifirm has decided to continue to be a shareholder in Cebeco Agrochemie and Cebeco Meststoffen, it can continue to profit from the knowledge development and purchasing advantages offered by these companies. Furthermore, this served to ensure the representation of interests of the agricultural sector by Cebeco.

There is an increased concentration of producers/suppliers of fertilisers throughout the world. The high costs and the increasing safety requirements are forcing players to scale up. The sale of artificial fertilisers by Agrifirm Plant declined by 8% in the reporting year. Under pressure of fertiliser legislation and from the perspective of costs, the use of artificial fertilisers in the Netherlands is expected to decline even further in the coming years.

In contrast to the Dutch market, the global demand for artificial fertilisers is expected to increase as a result of the increased demand for food. In all likelihood this will result in a further increase in the price of artificial fertilisers. Growers are expected to increasingly use organic fertilisers as their basic fertiliser and only use artificial fertilisers as a supplementary measure. By opting for precision agriculture it is possible to apply fertilisers to specific sites, which maximises the yield of mineral use.

All of Agrifirm Plant’s packing and big bag operations have been accommodated in Utrecht (CKB) and Hazeldonk.

In 2010 CKB acquired new export clients. Its harbour location in Utrecht was improved during the reporting year, thereby making it possible to load larger ships. Last year Agrifirm Plant invested in both locations to improve quality and logistics.

Agrifirm 2010 Annual Report

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dairy farmer

Kees Baan

Molenaarsgraaf

80 hectares 120 dairy cattle 1.12 million kg of milk ‘A reliable organisation. That is what Agrifirm is to me. Because it takes food safety very seriously. Furthermore, Agrifirm invests a great deal of energy in research and development. This way, as a customer, I stay well informed of innovations. This is important if you want to make progress.

Scaling-up in our sector is advancing rapidly, but ‘the family business’ nevertheless has my preference. And to retain social support, we must respect the environment and the landscape. In the long run I expect the dairy cattle sector to operate more and more organically. I do not view the fact that the milk quotas will disappear in 2015 as a threat. The land and feed means of production will probably become more expensive. The price of milk will not collapse. No, I am not afraid of that.’

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2010

Agrifirm Subsidiaries and Participating Interests

Its intake of 550,000 tonnes of cereals makes Agrifirm Plant the largest market player in the Netherlands. To anticipate the personal needs of growers In order to get a better handle on the pricing of their cereals, Agrifirm Plant - in addition to the basic pool where 85% of the cereals are delivered - offers growers various models for selling their cereals. This way Agrifirm Plant meets the desire of growers to be able to exercise greater influence on the price of their cereals and the opportunities open to them to sell their cereals. Although the sales volume in tonnes remained the same, the financial revenues derived from cereals increased due to the higher price of cereals.

In addition, Agrifirm is active in the sale of onions and carrots and offers growers a pool system for this purpose as well.

On a national level, Agrifirm Plant is a leading supplier of seeds for sowing. The market share in cereals is 30 to 35%, maize seeds 20 to 25% and grass seeds 25 to 30%.

To exploit logistics advantages to the maximum possible extent, Agrifirm Plant is increasingly delivering directly to customers. This limits the number of jobs and treatments related to interim storage and reduces the costs of storage and delivery. The process of continuous efficiency improvements will continue to be energetically pursued in the coming years.

In addition, Agrifirm will continue to focus on providing results-oriented consulting services and innovation for growers. The scale that resulted from the merger and the excellent cooperation with Cebeco Agrochemie and Cebeco Meststoffen in the area of purchasing crop protection products and fertilisers have further expanded the support for knowledge development in this area. This also involves close cooperation with Agrifirm Feed to ensure that mixed farms can also be properly served.

CO-PRODUCTS DIVISION BONDA GROUP

Bonda’s veevoederbureau B.V. processes wet co-products from the food industry into healthy topquality animal feeds. The company has branches in the Netherlands, Belgium, France, Germany, Rumania and Bulgaria.

Sustainable enterprise is a priority for Bonda. The company processes residual products from the food industry into animal feed. As such Bonda makes a significant contribution to Agrifirm’s objective of achieving sustainable operations. Bonda is active in the sale and logistics of wet animal feeds. These are released during the production of foodstuffs and biofuels, for example. Aside from single products, Bonda markets wet compound feed for cattle and pig farmers. Revenues in 2010 significantly increased due to domestic and foreign growth. In the coming years, Bonda will focus on the further expansion of operations in the Netherlands and abroad. In segments where this would create additional value for suppliers and livestock farmers, Bonda will intensify its cooperation with Agrifirm Feed.

BONGARDT GmbH

Bongardt GmbH processes dry residual products from the food industry into energy-rich raw materials for animal feeds.

Bongardt’s products - such as cookie flour, biscuit flour and waffle flour - still contain high concentrations of energy, such as fats, starch and sugars. Due to the cooking and baking processes used in the food industry these

Agrifirm 2010 Annual Report

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2010

Agrifirm Subsidiaries and Participating Interests

products are tasty and easily digestible. This makes the products extremely well-suited for young animals and ideal components for compound feed. Bongardt invests continuously in research in order to further improve product quality. In terms of financial results, 2010 is consistent with 2009 and is perfectly in line with projections.

Various suppliers are indicating they would like to do more business with Bongardt. Together with other companies in Agrifirm’s Co-products Division, Bongardt will work at responding to this demand and to further grow its domestic and international operations.

PROFARM B.V.

Profarm B.V. in Veghel processes products originating from the bakery, sweets and related food industry into high quality animal feeds. A determination is made jointly with suppliers to identify the products from the production process that can be applied in a cost-effective, logical and responsible manner. Food safety is a priority in this respect and all purchases of raw materials are checked against the TrusQ conditions.

Profarm has a comprehensive infrastructure that includes research, transport, production, sales and distribution to the animal feed industry and to livestock farmers who mix their own feeds. The production process also includes the destruction and removal of packaging. This way producers are guaranteed that their products do not inadvertently end up on the marketplace. All products are treated so as to ensure proper processing, and the inherent food nutrients are determined and appraised. Based on this approach, Profarm makes a substantial contribution in making sparing use of available raw materials and creating a cleaner environment.

In 2010, a larger and more efficient processing capacity (1,000 tonnes per week) was established at a new, but much smaller location, which means that it is no longer necessary to store unprocessed goods. Over 80% of production is supplied directly to the adjacent Agrifirm Feed production location.

SPECIALTIES DIVISION PRE-MERVO B.V.

Pre-Mervo B.V. produces premixes and mineral mixtures under the brand name Mervit. In addition, the company supplies processed high-protein raw materials under the name MervoBest. PreMervo operates a high-quality laboratory under the name Pre-Mervo Kwaliteitsdienst. Revenues in 2010 amounted to €107 million.

Agrifirm acquired a 100% interest in Pre-Mervo in 2010. This reinforces Agrifirm’s position on the livestock feeds market. Pre-Mervo is a market leader in the Netherlands as a producer of premixes and mineral mixtures, with annual sales amounting to approximately 60,000 tonnes. All of Pre-Mervo’s business units experienced growth in revenues. MervoBest experienced 77% growth. This growth was in part due to the bankruptcy of a competitor, as a result of which the number of MervoBest’s customers rose sharply. Due to the fine cooperation with Agrifirm and Cefetra the company succeeded in absorbing the sharp increase in the market demand for MervoBest products. The mineral mixtures were responsible for an 18% increase in revenues. Exports rose by 5%. Pre-Mervo Kwaliteitsdienst achieved 22% growth. Starting in 2011, Pre-Mervo will become part of the Nuscience Group together with Vitamex. The Nuscience Group accommodates all of Agrifirm’s specialty activities. The focus in 2011 is on cooperation and the integration of Pre-Mervo’s activities with those of Vitamex, and Pre-Mervo Kwaliteitsdienst ‘s activities with those of CCL Nutricontrol. The intent is to have Pre-Mervo and Vitamex reinforce one

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2010

Agrifirm Subsidiaries and Participating Interests

another’s positions domestically and abroad. The basic premise in this regard is that Pre-Mervo’s independent position within the Dutch market will be maintained.

VITAMEX N.V.

Vitamex N.V. develops, produces and markets nutritional concepts for animal feeds. Globally, Vitamex is a very progressive company in its market segment. Revenues in 2010 amounted to € 138 million.

Vitamex operates worldwide and has branches in Belgium, the Netherlands, Spain, Poland, Hungary, Ukraine and China. The company maintains a key market position as a producer of feed components that support animal health. Vitamex accomplishes this on the basis of an approach that is highly focused on innovation. In addition, the company also enjoys an important volume advantage. This provides the company with a strong position in the market. Vitamex experienced strong growth in 2010. This was achieved through, on the one hand, acquisitions and the start up of new operations, such as Vitamex Shanghai, and, on the other, through organic growth.

Last year Vitamex together with its Ukrainian joint venture partner established a new factory there. Revenue in this sales region consequently rose sharply. Vitamex’ financial result in 2010 exhibited a positive result. In 2011, Vitamex’ organisation structure will change from a regionally driven organisation to a business unit driven organisation. This allows the extensive product portfolio to be much better profiled. The following business units will be set up: Functional Feed Ingredients, Concentrates and Concepts, and Premixes. Much attention will be focused on optimising production capacity in the Benelux, as well as on exploiting acquisition opportunities.

SERVICES DIVISION ABEMEC B.V.

Abemec B.V. is a service-oriented farm mechanisation company and is the importer/distributor of tractors and farming machinery with the brand names Fendt, Krone, Massey Ferguson, Merlo, Lemken, Joskin and Agrifac. Abemec’s revenues in 2010 amounted to € 55 million.

Abemec provides added value to Agrifirm through its knowledge of farm mechanisation. For example, Abemec, together with cattle consultants offers mechanised solutions at the customer level, for Agrifirm Feed. In cooperation with Agrifirm Plant, Abemec provides consulting services related to modern techniques and technologies that arable farmers and market gardeners can use to very efficiently apply their crop protection products and fertilisers.

The farm mechanisation market, after a difficult period, is once again exhibiting a positive trend. The rise in market prices for potatoes, cereal and sugar gives farm entrepreneurs new investment room for the purpose of expanding or replacing their machinery. Abemec succeeded in maintaining the sale of tractors and farm machinery up to par in 2010, which was a difficult year for this sector. The 2011 order book is also well-stocked. Furthermore, they succeeded in selling significantly more service hours to customers than they did the previous year. This is in part due to the Abemec Total Service Plan, which unburdens the customer. Abemec in 2011 will invest in a larger network of service locations. In addition, the company wants to unburden the customers more by means of maintenance contracts, insurance packages and financing.

Agrifirm 2010 Annual Report

31

2010

Agrifirm Subsidiaries and Participating Interests

EXLAN CONSULTANTS B.V.

Exlan Consultants B.V. provides technical and legal advice to companies in the agricultural sector.

Revenues in 2010 amounted to € 1.8 million.

Legislation pertaining to the environment, animal welfare, spatial planning and the environs is constantly changing. It consequently has a major impact on the continuity of a farming operation. Due to the increasing integration of living, working, recreating and operating a farm in the scarce, green space, the demand for knowing ‘how to organise this sensibly and legally correctly’ is sharply increasing. The issues arising from this are a perfect fit for an organisation such as Exlan.

There was a great deal of emphasis on permit applications in the reporting year. Due to the coming into effect of the Environmental Permitting (General Provisions) Act, a permit application can now only be submitted digitally and the number of times the application can be supplemented is limited to one. This requires more knowledge about the precise pre-conditions imposed by the municipality, prior to submitting the application.

Exlan wants to improve the future prospects of Agrifirm’s members by providing expert advice. To continue to provide distinctive advice, Exlan is heavily investing in automation, GIS systems and staff training. In addition, the focus is aimed at growth, because scale is an important condition for keeping knowledge development up to par.

Effective 1 January 2011, Exlan is operating from three locations (Meppel, Doornspijk and Veghel). The investments in growth resulted in a 35% increase in revenues in 2010, while maintaining similar cost ratios.

CCL NUTRICONTROL

CCL Nutricontrol is an ISO 17025 certified laboratory focused on high quality research and monitoring in the production chain for foodstuffs for people and animals. CCL Nutricontrol has extensive in-house expertise and modern analysis facilities for scientific research. Revenues in 2010 were over € 11 million.

Like the Agrifirm Innovation Centre, CCL Nutricontrol is part of CCL B.V. In 2010, CCL Nutricontrol, in line with the adopted strategy, achieved further growth in chemical and biochemical analyses. In the area of microbiology, CCL has elected to outsource the analysis methods in which other companies excel, to other laboratories. This has improved the profitability of the analysis business in relation to 2009. In the reporting year, greater emphasis was placed on further product development in support of Agrifirm Innovation Centre’s Research & Development activities and to strengthen the market position. To structurally improve the competitive position, there is a constant focus on the efficiency of the production processes, opportunities for further internationalisation and cost control.

B.V. OLDAMBT

B.V. Oldambt’s core activity consists of the production and trade of artificially dried fodder legumes and straw products. Revenues in 2010 were over € 9 million.

The production of grass and alfalfa in 2009 was comparable to 2009. The supply of grass was lagging in May and June due to the cold and dry weather. The harvest from August onwards was very difficult due to the wet conditions. Market prices up until July 2010 were very modest. After that prices once again started rising. The production of straw products rose by over 10%. The demand for straw litter is still increasing. More and more livestock farmers are switching over from sawdust to straw litter for price reasons. In addition, the availability of sawdust is moderate because it can be used as biofuel.

32

2010

Agrifirm Subsidiaries and Participating Interests

The demand for structuring products rose sharply in 2010. Livestock farmers did not have enough structuring products in their silos and had to turn to alfalfa bales or coarsely shredded rapeseed as a structuring source. Due to the risen compound feed prices, drying the farm’s own grass into a chunk or bale has become far more attractive. This benefitted B.V. Oldambt’s revenues and result. The company expects the operation to grow over the coming years. In particular due to the additional sales opportunities within Agrifirm, both in the Netherlands and beyond.

AGRIFIRM WINKEL B.V.

Agrifirm Winkel B.V. operates 59 of the 230 shops of the Boerenbond (farmers’ union) (South Netherlands) and Welkoop (North Netherlands). The stores sell necessities for the farming entrepreneur as well as the private individual. Revenues in 2010 amounted to € 82 million.

Agrifirm Winkel realised an increase in revenues of more than 7% in 2010. This is notable, because comparable retailers, such as garden centres and builder’s merchants, were confronted with a decline in revenues ranging from 5% to 10%. The strong position of Boerenbond and Welkoop shops rests on a favourable price-quality ratio of the product range. Two new shops were opened in 2010 and two shops were relocated. In addition, four shops were completely refurbished. Eight Agrifirm Plant shops were transferred to Agrifirm Winkel B.V. during the past year.

In addition to an increase in revenues, Agrifirm Winkel also achieved a better result. The gross margin rose by specifically focusing on margin, discounts and promotions. In the coming years, Agrifirm Winkel will focus on the integration of the newly acquired shops and profitable growth. In addition, it will focus on higher employee satisfaction, the expansion of shops, modification of existing shops and even higher customer satisfaction.

PARTICIPATING INTERESTS DIVISION In addition to its 100% subsidiaries, Agrifirm also has a number of minority participations in various companies (Agri Retail, Cefetra, Schothorst, Plukon, Probroed, Agrovision, Holland Malt) that offer added value within the chain and to Agrifirm. The result of the participating interests in the reporting year was clearly better than projected. The positive developments exhibited by Cefetra and Plukon are offset by the lower result achieved by Holland Malt due to the general situation on the beer market.

Agrifirm 2010 Annual Report

33

2010

Consolidated balance as at 31 December 2010 (in â‚Ź 1,000)

2010

2009

ASSETS Fixed assets Intangible fixed assets Goodwill

47,776

40,503

Software

4,668

5,222

Prepayments on intangible fixed assets

34

520 52,478

46,245

Tangible fixed assets Land and buildings

90,449

92,462

Plant and machinery

67,427

61,613

Other fixed assets

18,588

15,170

Fixed assets under construction

12,001

11,118

729

970

Assets not employed in business operation

189,194

181,333

Financial fixed assets Participating interests

89,597

145,988

Receivables on participating interests

9,645

25,916

Long-term receivables

9,779

9,854

18,416

12,724

Deferred tax assets

127,437

194,482

Current assets Inventories Raw materials and consumables Finished products and goods for resale Livestock

69,208

46,062

124,720

111,438

5,804

6,694 199,732

164,194

Receivables Trade receivables Taxes and social insurance contributions Accrued income, prepaid expenses & other receivables

Cash and cash equivalents

Total assets

34

154,211

138,707

4,605

3,207

11,073

13,757 169,889

155,671

19,941

18,145

758,671

760,070

2010

Consolidated balance as at 31 December 2010 (in â‚Ź 1,000)

2010

2009

LIABILITIES Equity Minority interests

360,881

354,762

6,869

13,223

Group equity

367,750

367,985

Provisions Pensions Deferred tax liabilities Other provisions

1,167

836

836

1,442

28,871

12,927 30,874

15,205

Long-term liabilities Credit institutions

13,108

47,986

Other liabilities

13,956

10,401 27,064

58,387

Current liabilities Credit institutions

113,563

101,647

97,818

82,219

-

32,500

Accrued expenses and deferred income

22,497

17,496

Other payables

99,105

Trade payables Taxes and social insurance contributions

Total liabilities

84,631 332,983

318,493

758,671

760,070

Agrifirm 2010 Annual Report

35

2010

Consolidated profit and loss Account (in â‚Ź 1,000)

2010 Net turnover Movements in inventories of finished products Other operating income

1,982,737 2,604

Personnel costs Depreciation costs Other operating expenses

6,938 15,777

-9,880

1,998,514

1,895,886

-1,583,917

-1,507,751

-175,601

-164,945

-35,820

-31,044

-188,710

-169,071

Total operating expenses

-1,984,048

-1,872,811

Operating result (EBIT)

14,466

23,075

Result from participating interests

13,631

45,887

Financial income

4,943

4,259

Financial charges

-7,289

-8,697

Financial result

-2,346

-4,438

Result before tax

25,751

64,524

1,224

-2,259

Result after tax

26,975

62,265

Minority interests

-2,235

-2,694

Net result

24,740

59,571

Tax on result

36

1,905,766 -16,818

13,173

Total operating income Cost of raw materials and consumables

2009

2010

Consolidated cash flow statement (in € 1,000)

Net result

2010

2009

26,975

62,265

Adjustments to reconcile net results with cashflow generated by operating activities: Result from participating interests

-13,631

-45,887

Depreciation

35,820

31,044

Provision

16,080

2,716

Deferred tax assets

-6,298

-3,496

Capital gains on sale of real estate

-5,550

-

728

-385

54,124

46,257

Currency translation differences

Movements in working capital: Decrease (increase) in inventories

-35,287

26,220

Decrease (increase) in trade receivables

-21,908

20,179

5,468

-14,319

Decrease (increase) in other current receivables Increase in trade payables

14,231

8,681

Increase in other current liabilities

57,824

27,640

Cash flow from operating activities Investments in (in)tangible fixed assets Divestments of (in)tangible fixed assets Divestments (investments) of financial fixed assets Investments in group companies

68,401

74,452

114,658

-35,741

-41,428

8,000

2,304

21,293

-3,122

-18,088

-25,168

Cash flow from investment activities Increase of long term loans

20,328

-24,536

-67,414

-

11,958

Repayment of long-term loans

-37,045

-10,896

Appropriation of profit/ dividend/ ‘ledenvoordeel’

-22,991

-17,574

Cash flow from financing activities

-60,036

-16,512

Change in cash and cash equivalents

-10,120

30,732

Agrifirm 2010 Annual Report

37

bulb grower

>> 150 hectares of bulbs ‘I consider it important to do business with my cooperative because it reasons and operates on the basis of common sense. As a result it is less vulnerable to the crisis. Agrifirm has grown significantly in recent times. And yet the company maintains contact with its members. I consider knowing what preoccupies farmers and market gardeners to be of essential importance. I sincerely hope they will maintain this characteristic. The bulb sector is a precursor of spring. And people will always get enjoyment from this. Although I have confidence in my sector, we are also required to increasingly supply ‘more for less’. To be able to continue to deliver at a competitive price requires sufficient acreage. Asia is a huge continent where people have increasingly greater spending power and where the market for flowers is wide open. The largest threat to our profession is the government. It should keep an eye on reality in allowing crop protection products. The use of such products has been halved since 2000. Our sector has demonstrated that it is serious in terms of its profession and certainly in terms of the use of various products. Maintaining good relations with local municipal government is also important. Things like permits and spatial planning come to mind, for example. Openness is essential in this regard.’

Herman Pennings Breezand

2010 Notes to the consolidated annual accounts All amounts in thousands of euros unless stated otherwise.

INTRODUCTION AND EXPLANATORY NOTE This is the first Annual Report of Coöperatie Agrifirm U.A., with its registered office in Apeldoorn, the Netherlands, a new company that ensued from the merger between Coöperatie Cehave Landbouwbelang U.A., Veghel (Cehave), en Coöperatie Agrifirm U.A., Meppel (Agrifirm old) on 1 June 2010. As per that date Coöperatie Cehave Landbouwbelang U.A., (Cehave) and Coöperatie Agrifirm U.A (Agrifirm old) transferred membership rights to the new cooperative Coöperatie Agrifirm U.A. and became 100% subsidiaries of Coöperatie Agrifirm U.A through a new holding company: Agrifirm Group B.V., Apeldoorn. Agrifirm Group B.V. is a 100% subsidiary of Coöperatie Agrifirm U.A. The old cooperatives Coöperatie Cehave Landbouwbelang U.A. (Cehave) en Coöperatie Agrifirm U.A. (Agrifirm old) were transferred into limited liability companies en renamed into Cehave Landbouwbelang B.V. (Cehave) en Tango (voorheen Agrifirm) B.V. (Agrifirm old) and still exist as intermediate holding companies.

During all of 2009 and 2010 till 1 June 2010, Cehave and Agrifirm old pursued their own individual policies. This means that the new Supervisory and Executive Boards of Coöperatie Agrifirm U.A. and Agrifirm Group B.V. did not meet in 2009 and 2010 till 1 June and did not pass any decisions during that period. As from 1 June 2010 four meetings of the Supervisory Board of Agrifirm took place.

Integration of the main operating companies of Agrifirm: feed and plant activities in the Netherlands took place on 1 January 2011. Other merger related projects and integration of foreign operating activities and companies will take place as from 1 January 2011 or in the course of 2011.

MERGER AND COMPARATIVE FIGURES Coöperatie Agrifirm U.A., was formed by a merger of Cehave and Agrifirm old on 1 June 2010. The merger was carried out using the pooling of interests method due to the equality between the two entities merging into the new co-operative. The financial information of the merged companies has been incorporated in these financial statements from 1 January 2009. Pro forma comparative figures for 2009 have been drawn up as if the pooling had taken place on 1 January 2009. The comparative figures for 2009 have been derived from the Annual Reports 2009 of Coöperatie Cehave Landbouwbelang U.A., Veghel and of Coöperatie Agrifirm U.A., Meppel which were both prepared using Generally Accepted Accounting Principles in the Netherlands.

The following items are included in the profit & loss account of Agrifirm in 2010 and were included in the profit & loss accounts of the former cooperatives Agrifirm old and Cehave over the period 1 January 2010 and 31 May 2010:

Agrifirm old

Net turnover

Cehave

351,110

421,876

Other operating income

2,618

1,103

Income from sale real estate

3,798

340

-

-1,997

4,474

-

15,143

5,891

Depreciation Goodwill Result from participating interests Net result

Agrifirm 2010 Annual Report

39

2010

Notes to the Consolidated Financial Statements

De following amounts were included in Agrifirm by the fomer cooperatives at 1 June 2010:

Agrifirm old

Cehave

Equity

188.181

178.577

Total assets

422.326

422.573

CHANGE IN ACCOUNTING PRICIPLES The opening equity of the new company has been restated as at 1 January 2010 as accounting principles for the new co-operative Coöperatie Agrifirm U.A. were different from the old co-operatives. Impact:

>>

€ 5 million has been added to the equity opening balance as a result of the valuation of goodwill paid on acquisition of participating interests and participations in group companies. This addition has been included in the comparative figures of 2009.

>>

Agrifirm applies one system of revenue recognition of grains. This has lead to additional revenues and cost of sales amounting to € 7 million in 2010. If the same rules would have been applied in 2009, this would have lead to € 12 million lower revenue and cost of sales in 2009. These changes are included in the figures of 2010 and 2009.

>>

Valuation of goodwill paid on acquisition of participations in group companies as from 1 January 2009 and depreciation of goodwill in the profit & loss account would not have lead to a significant higher amount of amortisation of goodwill in 2009. Therefore comparative figures were not changed in 2009 for this effect.

In the notes to the consolidated financial statements the pooling of Cehave and Agrifirm old is further disclosed.

CONSOLIDATION The consolidated financial statements for the year ended 31 December 2010 comprise the financial statements of Coöperatie Agrifirm U.A. and its subsidiaries (jointly referred to as Agrifirm).

Subsidiaries are fully consolidated, and all intragroup balances, transactions, income and expenses are eliminated in full. The financial statements of the subsidiaries are prepared for the same financial year as the parent company, using consistent accounting policies. Subsidiaries are consolidated from the date on which Agrifirm obtains control, and continue to be consolidated until the date that control ceases.

Minority interests in subsidiaries are presented separately in the balance sheet and the income statement. Agrifirm’s interests in joint ventures are recognised as investments in participating interest if Agrifirm has significant influence rather than control on the joint ventures financial and commercial policies.

PARTICIPATIONS IN GROUP COMPANIES AND PARTIPATING INTERESTS The following participation in group companies are held through Agrifirm Group B.V , the Netherlands and are fully consolidated. Unless stated otherwise, the companies are fully owned.

40

2010

Notes to the Consolidated Financial Statements

In accordance with Articles 379 and 414, Book 2 of the Netherlands Civil Code, a list of data on group companies and other participating interests has been filed with the Chamber of Commerce Oost Nederland located in Apeldoorn, the Netherlands.

Compound feed Agrifirm B.V. *)

Meppel

The Netherlands

Cehave Landbouwbelang Voeders B.V. Voeders Van den Berghe N.V. Cehave Pasze Sp. z o.o.

Veghel Grobbendonk Szamotuly

The Netherlands Belgium Poland

Kofu Tiernahrung GmbH

Neuss

Germany

Strahmann GmbH *)

Drentwedde

Germany

Kabai Tรกp Zrt.

Kaba

Hungary

Heythuysen

The Netherlands

Nuscience N.V.

Drongen

Belgium

Pre-Mervo B.V. **)

Utrecht

The Netherlands

Bonda Beheer Leiden B.V.

Hillegom

The Netherlands

Bongardt GmbH (50%)

Kamp-Lintfort

Germany

Profarm B.V.

Veghel

The Netherlands

Abemec B.V.

Veghel

The Netherlands

Agrifirm Winkel B.V.

Drachten

The Netherlands

CCL B.V.

Veghel

The Netherlands

Exlan Consultants B.V.

Veghel

The Netherlands

B.V. Oldambt

Oostwold

The Netherlands

Agriculture Agerland B.V. Premix & concentrates

Co products

Other activities & services

*) Feed and agriculture activities **) A fter acquisition of the remaining shares of Pre-Mervo U.A. the legal entity has been changed into a Dutch limited liability company (B.V.).

Important minority interests which are held through Agrifirm Group B.V. and not consolidated: Agri Retail B.V. (40,7%)

Ede

The Netherlands

Plukon Royale Holding B.V. (20%)

Wezep

The Netherlands

Holland Malt Holding B.V. (43%)

Lieshout

The Netherlands

Cefetra B.V. (32,3%)

Rotterdam

The Netherlands

Probroed B.V. (49%)

Groenlo

The Netherlands

Schothorst Feed Research B.V. (10,7%)

Lelystad

The Netherlands

Agrovision B.V. (30%)

Deventer

The Netherlands

Agrifirm 2010 Annual Report

41

2010

Notes to the Consolidated Financial Statements

ACQUISITIONS Acquisitions are accounted for using the purchase method, whereby the identifiable assets and liabilities of the acquired companies are recognized at fair value. The fair value of the acquired tangible fixed assets is based on valuations conducted by independent appraisers.

ACCOUNTING POLICIES

General The accounting policies adopted for the valuation of assets and liabilities and determination of the result are based on the historical cost convention. Insofar as not stated otherwise, assets and liabilities are shown at nominal value.

An asset is included in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be reliably measured. A liability is included in the balance sheet if it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability. The income and expenses are accounted for in the period to which they relate.

Policies for the translation of foreign currencies The reporting currency and the functional currency of the annual accounts of Agrifirm is the euro (â‚Ź). The costs and income arising from transactions in foreign currencies and non-monetary balance sheet items or monetary receivables and payables are translated at the exchange rate applicable on the transaction date or balance sheet date respectively. Translation gains and losses are taken to the profit and loss account.

Balance sheet items of foreign consolidated group companies are all translated at the exchange rate applicable on balance sheet date. Turnover, expenditure and income in the profit and loss account are translated into euros at the exchange rate applicable at the time of the relevant transaction. This rule does not apply for turnover, expenditure and income of foreign consolidated group companies, these are translated at the average exchange rate. Translation gains and losses on equity of foreign consolidated group companies are taken directly to group equity, less tax effects if applicable. Translation gains and losses on long-term financing and financial instruments used to hedge exchange rate risks arising from foreign consolidated group companies are treated accordingly. Goodwill paid in foreign currency is translated into euros using the exchange rate at transaction date.

Financial instruments Financial instruments include loans granted, trade and other receivables, cash items, loans and other financing commitments, trade and other payables, as well as derivative financial instruments. Financial instruments also include derivative financial instruments (derivatives) embedded in contracts. Financial instruments embedded in contracts are recognised in accordance with the host contract.

- Loans granted and trade and other receivables L oans granted and trade and other receivables are carried at amortised cost, less impairment losses.

- Loans and other financial obligations Loans and other financial obligations are carried at nominal value.

- Derivative financial instruments A grifirm uses derivative financial instruments to hedge the exchange and interest rate risks arising from primary financial instruments. Agrifirm also uses derivative financial instruments to hedge the exchange rate risks arising from future sales and purchases in non-local functional currencies. Forward exchange contracts, interest rate swaps and other derivative financial instruments are used to hedge exchange rate and interest rate risks.

42

2010

Notes to the Consolidated Financial Statements

HEDGE ACCOUNTING Currency derivatives Agrifirm applies cost price hedge accounting in order to simultaneously recognise both the results from changes in the value of the forward foreign exchange contract and the future transaction in the profit and loss account. The application of cost price hedge accounting leads to the following exception to the above-mentioned accounting policies and accounting treatment for financial instruments. As long as the forward exchange contract concerns the expected future transaction, the forward exchange contract will not be revalued. As soon as the hedged position of the expected transaction leads to the recognition of a financial asset or financial liability, the gains or losses associated with the forward foreign exchange contract are recognised in the profit or loss account in same period in which the asset or liability affects the profit or loss.

The results from the non-effective part of the hedge relationship are included in the profit and loss account. If a forward exchange contract no longer qualifies for hedge accounting, expires or is sold, the hedging relationship is terminated. The cumulative profit or loss that has not been included in the profit and loss account is recognised as deferred income/ liability on the balance sheet until the expected transaction has taken place. Should the transaction no longer be expected to take place, the accumulated profit or the accumulated loss is reclassified to the profit and loss account.

Interest rate swap Interest income and expense from interest rate swaps is determined on a straight-line basis. Unsettled interest income and expense is presented under receivables and accrued income and current liabilities and accruals respectively. If an interest rate swap no longer qualifies for hedge accounting, expires or is sold, the hedging relationship is terminated. The cumulative profit or loss that has not been included in the profit and loss account is recognised as accruals and deferrals on the balance sheet until the expected transaction has taken place. Should the transaction no longer be expected to take place, the accumulated profit or the accumulated loss is reclassified to the profit and loss account.

Forward commodity transactions Forward commodity contracts with a listed underlying value will only be held for own use.

Intangible fixed assets Intangible fixed assets are stated at historical cost less straight-line amortisation over a maximum of ten years and impairment losses. Impairment losses are accounted for if the realisable value is lower than the book value. The realisable value is the higher of the net selling price or value in use. Impairment losses and amortization are directly accounted for in the profit and loss account.

Research expenditure is not capitalised but is treated as costs in the year in which it is incurred.

Goodwill Intangible fixed assets obtained in the acquisition of a group company are recognized against fair value at the time of acquisition. When the fair value of an intangible asset cannot be determined by reference to an active market, the asset value is limited such that it does not create or increase negative goodwill.

In case of an acquisition the negative difference between the acquisition price and the group’s share in the fair value of the identifiable assets and liabilities at the time of acquisition is recognised as badwill in the balance sheet.

This badwill is released to the profit and loss account with the occurrence of operational losses which were expected at the time of acquisition.

In the case of an acquisition, the positive difference between the acquisition price and the Agrifirm’s share in the fair value of the identifiable assets and liabilities at the time of the acquisition is recognized as goodwill in the

Agrifirm 2010 Annual Report

43

laying bird farmer

>> 56,000 laying hens >> 34,000 breeding hens ‘I have been an Agrifirm customer since 1974. The selection of a cooperative is a conscious choice, because as a customer I can exercise influence.

I enjoy that. Many years ago I was a member of the Sector Council and the Council of Members. That provides you with an opportunity to witness up close how the organisation develops. That it is playing an increasingly greater role in the marketplace. And absolutely after the merger. I applaud Agrifirm’s participation in sector-related companies. That allows it to exercise influence in the sector, in which we, as laying bird farmers, also have an interest. Due to the merger my cooperative has much more clout. Furthermore, knowledge has been pooled as a result of which I expect the new organisation to be a front runner when it comes to knowledge, innovation and research. This is especially important for a sector such as the laying bird sector, because this sector uses many different stabling systems. This also means that the types of operating methods in this sector are highly divergent. It is precisely in instances such as this that it is convenient to have the prerequisite knowledge available within the organisation. As a major player you are also able to accomplish more in terms of the purchase of raw materials. By approaching this in smart ways, I receive my feed at competitive prices. And that is important because yield must be number one.

Everyone has an interest in this. Including us, as members.’

Henk Huiskes Zuidwolde

2010

Notes to the Consolidated Financial Statements

balance sheet. Goodwill is amortized over the estimated life with a maximum of five years for a commercial company and ten years for a production company. These estimated lives are based primarily on the nature and foreseeable estimated life of the acquired business, the stability and foreseeable estimated life of the industry, as well as the estimated employment term of key persons and the extent to which the business depends on the existing management team. An acquisition is recognized in the financial statements based on the purchase accounting method. Permitted adjustments to the purchase price result in an adjustment of goodwill. Subsequent adjustments to the fair value of identifiable assets and liabilities are reflected in goodwill, if the adjustment is made before the end of the first book year after the acquisition.

Other intangible fixed assets Other intangible fixed assets including software will be depreciated in five years.

Tangible fixed assets Tangible fixed assets are carried at cost or cost of manufacture less straight-line depreciation based on the expected useful economic life of the asset concerned. In general, buildings are depreciated over maximum twenty-five years, plant and machinery over ten years and other tangible fixed assets over three to five years. In the event that tangible fixed assets are impaired, they are stated at their realisable value, if this is permanently less than their book value. The realisable value of land and buildings is determined on the basis of valuations conducted by independent appraisers (net realisable value). The realisable value of plant and machinery is determined on the basis of their value in use taking into account the future use of the assets concerned. Any immovable property that is not used directly for business purpose, is stated at the lowest of its value determined in accordance with the same principles as in the case of land and buildings, or its net selling price or lower value in use. Maintenance expenditure is only capitalised if it extends the useful life of the asset.

Financial fixed assets Unconsolidated participating minority interests over whose commercial and financial policy the group exerts significant influence, are carried at their net asset value. Other minority interests are stated at cost less any reduction of their value that may be necessary, if it is expected to be permanent. Long-term receivables are carried net of a provision for doubtful debts where necessary. Deferred tax assets due to temporary valuation differences between company accounts and the accounts for tax purposes or due to compensable losses are accounted for if and in so far as it may reasonably be assumed that the relevant assets will be realised Deferred tax assets are calculated on the basis of the tax rate applicable at the time at which these are expected to be realised and are valued at net present value.

Options Contingent rights and liabilities arising from put- and call options on the remaining shares of the acquired companies as agreed on with minority shareholders are valued at intrinsic value. The intrinsic value is the difference between the estimated fair value of the shares and the exercise price of the option.

Impairment or value adjustment of fixed assets Agrifirm recognises intangible, tangible and financial fixed assets in accordance with accounting policies generally accepted for financial reporting in the Netherlands. Pursuant to these policies, assets with a long life should be subject to an impairment test in the case of changes or circumstances arising that lead to the expectation that the book value of the asset will not be recovered. The recoverability of assets in use is determined by comparing the book value of an asset with the future net cash flow that the asset is expected to generate. In the case of a higher book value, the difference is charged to the result. Assets for sale are stated at book value or lower market value, less selling costs.

Agrifirm 2010 Annual Report

45

2010

Notes to the Consolidated Financial Statements

Inventories Stocks of raw materials and additives are stated at historical cost free warehouse. However, if on balance sheet date, selling prices of finished products reveal that a loss is to be expected, raw material value based on historical cost is reduced to lower market value and a provision is established to cover all existing raw materials positions that not have been received physically. Stocks of finished products, goods for resale and livestock are carried at the lower of historical cost or market value. The costs of any finished products, being their total production costs, are determined in accordance with the first-in-first-out (FIFO) method. Production costs include direct expenses as well as the variable component of indirect production costs. The historical cost of livestock is deemed to include all related variable expenses. This includes the cost of feeding this livestock. Provisions are established for obsolete inventories.

Receivables Trade and other receivables are stated at their nominal value less a provision for doubtful debts. The term of these trade and other receivables is less than one year. Provisions are determined on the basis of individual assessment of the collectability of receivables.

Cash and cash equivalents This refers to all cash and bank deposits at call. Cash and cash equivalents is stated at their nominal value.

Minority interests The third-party minority interests are valued at the third parties’ share of the net asset value, which is determined in accordance with the accounting policies of the entity it concerns.

PROVISIONS Provisions are stated at face value, with the exception of provisions for pensions and other employee benefits, which are based on actuarial calculations and deferred tax liabilities which are valued at present value. Provisions are recognized when Agrifirm or its group companies have a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Pensions Operating companies of Agrifirm have different pension plans in accordance with the local conditions and customs in the countries in which they operate. The majority of these plans are defined contribution plans. In general, these plans are funded by means of premiums paid to insurance companies. The actuarial risks of these plans are borne entirely by the insurance companies. Pension premiums are charged to the income statement as incurred.

Contributions payable and refunds receivable are included in the balance sheet as current liabilities and receivables respectively.

46

2010

Notes to the Consolidated Financial Statements

Deferred Taxes Taxes are calculated on the basis of the result before tax as shown in the profit and loss account, taking account of tax-exempt items and partly or completely non-deductible expenses. If valuation for tax purposes differ from the policies described in this section and these result in deferred tax liabilities, a provision is formed for these liabilities, calculated according to the tax rate applicable at the time when they are expected to be realised. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences and available carry-forward of unused tax losses, to the extent that it is probably that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilized. Deferred income tax assets and liabilities are measured by taking account of the tax consequences of the realization or settlement of assets and liabilities as intended by Agrifirm and its group companies, at balance sheet date, at the tax rates that apply in the various countries and at discounted values. Deferred tax assets and liabilities are set off if the general conditions for netting are met. Agrifirm and the majority of its Dutch group companies constitute a fiscal unity.

Long-term liabilities Interest-bearing and non-interest-bearing long-term liabilities are carried at their nominal value. Interest charges are recognised in the year in which they fall due.

Trade payables and other liabilities Trade payables and other liabilities are stated at their nominal value and are debts with a term of less than one year.

Leasing Amounts paid in accordance with operating leases are accounted for in the profit and loss account over the term of the lease. Assets which are acquired under the terms of financial leases are stated at the lowest of the fair value or present value of the minimum instalments less accumulated depreciation. Financial lease commitments are accounted for under long-term and current liabilities.

Net turnover Net turnover can be calculated as the earnings received from external parties for delivered goods and services, minus volume discount, other discounts, price adjustments paid to customers and excluding value added tax.

Turnover is only accounted for if there is reasonable assurance that future benefit will be accrued by the business and that such benefit can be estimated reliably. Income is recognised when the significant risks and rewards of ownership have been transferred to the buyer, receipt of the consideration is probable, and the associated costs and possible return of goods can be estimated reliably.

Cost of raw materials and consumables The cost of raw materials and consumables is calculated on the basis of historical cost.

Depreciation Depreciation of tangible fixed assets and amortisation of intangible fixed assets are calculated on the basis of fixed percentages of their purchase price or cost of manufacture.

Share in the result of participating interests The share in the result of participating interests represents Agrifirm’s share in the result of these participating interests.

Agrifirm 2010 Annual Report

47

dairy farmer >> 70 hectares >> 145 dairy cattle >> 1.3 million kg of milk ‘I involve Agrifirm in my plans and its representative in actively contributing to the formulation of these plans. But the most important thing is that price, quality and service are sound. This is why I see the merger as a benefit. A larger player can command better prices for its purchases and has lower overhead costs. I have also opted for scaling-up. I have four sons and regardless of whether one of them will be my successor or not, I want to prepare my farm for this eventuality. I am in favour of the elimination of the quotas. A more liberal policy is a good thing.

Nonetheless, I think that support in the form of interventions may continue to be necessary at any one point. And I expect that a different set of production regulations will replace the quota system. On the basis of ‘animal rights’ or phosphates or something like that. The fact that the world population is growing is a positive thing, because this certainly offers opportunities for the agricultural sector.’

Kees Pullens Raamsdonk

2010

Notes to the Consolidated Financial Statements

Taxes Taxation on the result comprises both taxes payable in the short term and deferred taxes, taking account of tax facilities and non-deductible costs. No taxes are deducted from profits if and insofar as these can be offset against losses from previous years and a deferred tax asset had not been recognised. Taxes are deducted from losses if these can be offset against profits in previous years. In addition, taxes will be deducted if and insofar as it may be reasonably expected that losses can be offset against future profits.

Cash flow statement The cash flow statement has been prepared in accordance with the indirect method. The purchase price of new acquired group companies and participating interests is accounted for under cash flow from investment activities.

Therefore the amounts in the cashflow statement can not always be reconciled with the consolidated balance sheet and profit & loss account.

Agrifirm 2010 Annual Report

49

2010 Notes to the consolidated balance sheet ACQUISITIONS In 2009 the following acquisitions took place:

>>

In March Agrifirm increased its share in Pre-Mervo U.A. from 32.3% to 56.2% Per that date Pre-Mervo U.A is included in the consolidation of Agrifirm.

>>

In June all assets and liabilities of Pannonmill Takarmány KFT in Hungary were acquired and integrated in Agrifirm’s Hungarian subsidiary Kabai Táp Zrt.

>>

In June Nuscience N.V. an 82.5% subsidiary of Agrifirm has acquired additional shares in her Chinese subsidiaries through Lusai N.V.. Nuscience N.V owns 75% of these Chinese subsidiaries after this acquisition.

>> >>

In July, 2009 all assets and liabilities of Zimmer in France were acquired and integrated in Bonda Beheer Leiden B.V. In October all shares of Premix Iberica were acquired by Nuscience N.V

In 2010 the following acquisitions took place:

>>

As per 22 January 2010 Nuscience N.V. acquired 80% of the shares of Preconex SP N.V., a manufacturer of premixes and concentrates based in Belgium

>>

As per 9 February 2010 and 10 February 2010 interests in the following group companies were increased: Nuscience N.V., (82,5%) and Bonda Beheer Leiden B.V. (85%). After these acquisitions both companies are wholly-owned subsidiaries of Agrifirm.

>>

On 1 April 2010 Agrifirm acquired the remaining shares of Koninklijke Cebeco Groep U.A., Rotterdam. As per that date Cebeco is a wholly owned subsidiary of Agrifirm.

>>

As per 1 October 2010 Agrifirm increased its share in Pre-Mervo U.A.. As per that date Pre-Mervo is a wholly owned subsidiary of Agrifirm.

INTANGIBLE FIXED ASSETS Intangible fixed assets include goodwill, trademarks, licences and software and are valued at historical cost less annual straight-line amortisation and impairment. Goodwill is amortized over an estimated life of five years for a trading company and ten years for a production company. The other categories are amortized over no more than 10 years.

As per 1 January 2010 a change in accounting principles took place. Cehave used to amortize goodwill for trading companies in ten years (will be five years) and for production companies in fifteen years (will be ten years), Agrifirm old did not value goodwill on its balance sheet. Agrifirm has calculated the impact of the new accounting principles if they would have been applied instead of the old principles. Goodwill has been valued on acquisitions which took place before 1 June 2010. As a result of this change, bookvalue of goodwill increased with € 1.4 million as per 1 January 2010. This change resulted in an increase in equity as per 1 January 2010.

The change in estimated useful lifetime of goodwill has lead to a depreciation charge for 2010 which is € 0.8 million higher compared to estimated useful lifetimes of goodwill applied by Cehave in the past for goodwill that was capitalised on 31 December 2009.

In depreciation of goodwill an amount of € 1.4 million of permanent diminution is included which relate to goodwill paid in the past on acquisition of activities in the Netherlands and Germany. As a result of lower profitability and the integration of these activities with similar activities within the group as a result of the merger, the remaining bookvalue of the goodwill has been depreciated.

Additions of goodwill in 2010 amounting to € 15.3 million relates to purchase of remaining shares of Pre-Mervo, Nuscience and Bonda, all owned 100% by Agrifirm.

50

2010

Notes to the consolidated balance sheet

INTANGIBLE FIXED ASSETS Movement in intangible fixed assets during the year under review: Prepayments on intangible fixed assets

Goodwill

Software

Balance as at 1 January 2010 Purchase price Accumulated depreciation

54,520 -14,017

14,800 -9,578

520 -

69,840 -23,595

Book value

40,503

5,222

520

46,245

Movements in book value New subsidiaries Investments Divestments Transfer to assets in use Depreciation Currency translation differences

266 15,261 -8,356 102

645 -36 499 -1,662 -

13 0 -499 -

267 15,918 -36 -10,018 102

7,273

-554

-486

6,233

Balance as at 31 December 2010 Purchase price Accumulated depreciation

70,172 -22,396

15,713 -11,045

34 -

85,919 -33,441

Book value

47,776

4,668

34

52,478

Balance

Total

Agrifirm 2010 Annual Report

51

2010

Notes to the consolidated balance sheet

TANGIBLE FIXED ASSETS Movement in the value of tangible fixed assets during the year under review:

Land and buildings

Plant and machinery

Other fixed assets

Fixed assets under construction

Niet aan de bedrijfsuitoefening dienstbaar

Total

Balance as at 1 January 2010 Purchase price Accumulated depreciation Book value

255,626

286,527

61,831

11,118

3,288

618,390

-163,164

-224,914

-46,661

-

-2,318

-437,057

92,462

61,613

15,170

11,118

970

181,333

Movements in book value New subsidiaries

6

349

-

30

-

385

Investments

4,823

15,614

8,748

5,133

638

34,956

Divestments

-562

-911

-535

3

-59

-2,064

913

3,212

8

-4,133

-

-

-8,065

-13,000

-4,726

-2

-9

-25,802

664

394

-88

-159

-811

0

208

156

11

11

-

386

-2,013

5,814

3,418

883

-241

7,861

269,252

305,898

67,226

12,003

1,748

656,127

-178,803

-238,471

-48,638

-2

-1,019

-466,933

90,449

67,427

18,588

12,001

729

189,194

Transfer to assets in use Depreciation Reclassification Currency translation differences Balance Balance as at 31 December 2010 Purchase price Accumulated depreciation Book value

Assets not employed in business operations consist of land and buildings which were used for business purposes and currently vacant or rented (partly) by third parties. Agrifirm intends to sell this property. Based on changes in carrying value and proceeds of similar property, it is anticipated that the expected net proceeds of this property exceeds the carrying value. In 2010 profit on the sale of real estate amounted to â‚Ź 5.6 million.

52

fruit grower

Marius van Arkel Eck en Wiel

47 hectares of pears 36 hectares of apples ‘Over a period of twenty years my farm grew from 15 hectares to 90 hectares. And I want it to grow even further. Just like Agrifirm. Now that the merger is complete, I expect that Agrifirm can command more favourable prices. When it comes to artificial fertilisers and crop protection products, I am price conscious. In other words, the merger suits me fine. Agrifirm is innovative and progressive. That is something I want to be as well, because competition in our sector is intensive. Especially in terms of apples. In Poland, for example, major fruit projects are being established. We are losing outlets as a result. We are now primarily focusing on the domestic market with our apples. Differentiating ourselves in terms of high quality, that is the essence. We are investing in modern sorting machines for this purpose. And in the near future we will be installing hail nets. Pears are performing better. We are shipping them throughout the world. Thanks to our sea climate, pears thrive here. I expect that the Netherlands will become a real pear country. In the past, 70% of my production was apples and the rest was pears. Today that figure is 50% each.’

>> >> >>

2010

Notes to the consolidated balance sheet

FINANCIAL FIXED ASSETS Movements in and specification of financial fixed assets were as follows:

Participating interests

Balance as at 1 January 2010

Receivables on participating interests

Other receivables

Deferred tax assets

Total

145,988

25,916

9,854

12,724

194,482

224

-

-

-

224

-

-16,271

-75

5,692

-10,654

-65,901

-

-

-

-65,901

-4,245

-

-

-

-4,245

13,531

-

-

-

13,531

Balance

-56,391

-16,271

-75

5,692

-67,045

Balance as at 31 December 2010

89,597

9,645

9,779

18,416

127,437

Movements in book value Acquisitions Change in loans Consolidation Dividends received Share in the result for the year

PARTICIPATING INTERESTS The participating interests relate mainly to the non-consolidated interests in:

>> >> >> >> >> >>

Cefetra B.V. Holland Malt Holding B.V. Plukon Royale Holding B.V. Agri Retail B.V. Schothorst Feed research B.V. Agrovision B.V.

Agrifirm values participating interests over whose commercial and financial policy the group exerts significant influence at net asset value and goodwill paid on acquisition of participations in group companies and minority interest is valued. The valuation of goodwill in the balance sheet of a minority participation has lead to an increase in the valuation of participating interests of € 3.6 million. This increase has been included the opening balance of equity at 1 January 2010.

The decrease (consolidation) is mainly the result of acquisition of the remaining 50% of the shares of Koninklijke Cebeco Groep U.A. which resulted in full consolidation of Cebeco as from 1 April 2010.

LONG-TERM RECEIVABLES Included in long term receivables are loans to participating interest amounting to € 9.6 million (2009: € 25.9 million). These loans bear an interest that varies from 4.75 - 9%%. An amount of € 1.4 million is repayable after five years. In 2010 € 16.3 million was repaid on loans to participating interests. Long-term receivables include an amount of € 1.4 million that is due within one year.

Included in other long term receivables is included an amount of € 1.8 million is included for the recognition of call options which were agreed upon with the minority shareholders of group companies acquired in previous years.,

54

2010

Notes to the consolidated balance sheet

the valuation of the option did not change in 2010 compared to 2009. The remainder of the long term receivables are mainly loans to customers.

DEFERRED TAX ASSETS Deferred tax assets mainly refer to tax losses carried forward and valuation differences in the Netherlands and Belgium. These deferred tax assets have been capitalised on the basis of expected taxable earnings in the future. A net interest rate of 4% has been used to discount these deferred tax assets as at 31 December 2010 and 2009. The nominal value amounted to € 20.1 million on 31 December 2010 (31 December 2009: € 14.6 million). The term of these deferred tax assets is maximum nine years for the Dutch part; in Belgium the losses can be carried forward indefinitely. It is anticipated that deferred tax assets amounting to € 1.0 million will be refundable within one year.

The change in 2010 is mainly due to valuation of tax losses of Agrifirm old that could be kept for the new fiscal unity in the Netherlands that was created after the merger.

As per December 31, 2010 Agrifirm had tax losses carried forward and valuation differences amounting to € 10.6 million for which no deferred tax assets has been capitalised in the balance sheet, because taxable earnings in the near future are not certain. These tax losses relate to various operating companies of Agrifirm in the Netherlands and Belgium.

INVENTORIES Inventories can be specified as follows: 2010

Raw materials and consumables Finished products and goods for resale Livestock Total inventories

2009

69,208

46,062

124,720

111,438

5,804

6,694

199,732

164,194

In inventories a provision for obsolete inventories is included as per 31 December 2010 and 2009.

TRADE AND OTHER RECEIVABLES Trade and other receivables can be specified as follows: 2010

Trade receivables Taxes and social insurance contributions Accrued income, prepaid expenses & other receivables Total short term receivables

154,211

2009

138,707

4,605

3,207

11,073

13,757

169,889

155,671

Trade and other receivables are stated at their nominal value less a provision for doubtful debts. The term of these trade and other receivables is less than one year.

CASH AND CASH EQUIVALENTS Cash and cash equivalents are available on demand.

Agrifirm 2010 Annual Report

55

2010

Notes to the consolidated balance sheet

EQUITY The movement of equity during the year under review: Equity as at 31 December 2009 Change in accounting principles

349,762 5,000

Balance as at 1 January 2010

354,762

Dividend to members (regarding the financial year 2009) 'Ledenvoordeel' / Dividend 2010 Result 2010

-8,785 -11,000 24,740

Currency translation differences

1,034

Other Balance as at 31 December 2010

130 360,881

The opening balance of equity at 1 January 2010 of Agrifirm was € 5.0 million higher then the equity of Cehave and Agrifirm old together. This change is a result of the change in accounting principles as a result of the merger:

>>

valuation of goodwill in the balance sheet of a participating interests (€ 3.6 million for explanation see participating interests).

>>

valuation of goodwill regarding acquisition of group companies of Agrifirm old (€ 1,4 million, see explanation under goodwill).

This change in accounting principles is included in equity in the comparative figures of 2009.

‘Ledenvoordeel’ relates to the new system for dividend payment (‘Ledenvoordeel’) that Agrifirm introduced in 2010.

It is the intention of the Board to propose to the Members Council to transfer only part of the total profit of € 24.7 million to equity and to pay out € 11.0 million to members as dividend (‘Ledenvoordeel’) in 2012.

Members of Coöperatie Agrifirm U.A. will receive a dividend (‘Ledenvoordeel’) that will be calculated as 1% on their relevant purchases in 2011 from the Dutch Member business and is expected to be € 11 million. This amount has been included in other short term liabilities as per 31 December 2010.

Currency translation differences refer to differences in equity value of foreign operations.

Other mainly relates to the acquisition of group companies in the beginning of 2010:

>>

changes in valuation of call options which were agreed upon with the minority shareholders. These options expired as the remainder of the shares were acquired by Agrifirm.

>>

changes in the valuation of assets and liabilities after acquisition of all remaining shares that were held by third parties of a participating interest.

56

2010

Notes to the consolidated balance sheet

MINORITY INTERESTS The movement of minority interests during the year under review:

Balance as at 1 January 2010

13,223

Net result

2,235

Acquisition minority share of group companies

-8,706

New minority share as a result of acquisitions

29

Payments of dividend

-94

Currency translation differences and other differences

182

Balance as at 31 December 2010

6,869

Minority interests as per 31 December 2010 refer to the following group companies: Lusai N.V. (75% participation of Nuscience N.V.; 25%) and Bongardt GmbH (50%).

Minority interests as per 31 December 2009 refer to the following group companies: Nuscience N.V. (17,5%), Bonda Beheer Leiden B.V. (15%), Lusai N.V. (25%), Pre-Mervo U.A. (43,8%) and Bongardt GmbH (50%).

PROVISIONS Provisions can be specified as follows:

Pensions

Balance as at 1 January 2010

836

Deferred tax liabilities

Restructuring

1,442

5,965

Other

Total

6,962

15,205 20,782

Additions

240

-

14,212

6,330

New subsidiaries

118

-

-

2,736

2,854

Used

-32

-614

-6,044

-982

-7,672

Release to result for the year

-

-

-147

-166

-313

Currency translation

5

8

-

5

18

1,167

836

13,986

14,885

30,874

Balance as at 31 December 2010

The provisions are mainly of a short-term nature, except for the provision for deferred taxes and pension.

The restructuring provision relates to cost of integration and restructuring of activities of operating companies and the holding. The provision for restructuring has been established to cover the cost of ICT, new corporate image, optimisation production facilities and consultancy cost which relate directly to integration and restructuring processes.

The provision for restructuring in 2009 related to restructuring of business operations in the Netherlands (Feed Netherlands, CCL) and Germany (Kofu), a significant part has been settled in the course of 2010.

Provisions for pensions relate to the actuarial value of pension liabilities, not insured at third parties insurers or pension funds.

The provision for deferred taxes mainly relates to differences in valuation for statutory and tax purposes of assets and liabilities of group companies acquired in 2007 till 2009.

Agrifirm 2010 Annual Report

57

2010

Notes to the consolidated balance sheet

Included in other provisions are: provision for environmental costs (soil contamination), losses on contracts with customers and claims relating product liability. The addition in 2010 mainly relates to losses on contracts with customers as a result of increased raw material prices.

LONG-TERM LIABILITIES As at 31 December 2010 the balance of long-term liabilities was as follows: 2010

2009

Credit institutions

13,108

47,986

Other long-term liabilities

13,956

10,401

Total long-term liabilities

27,064

58,387

In credit institutions an amount of € 2.0 million (2009: € 1.8 million) is included that will have to be repaid after five years. The variable interest rate is based on Euribor and a spread and amounts to 3.5%. No security has been provided to credit institutions.

In 2010 under other long term liabilities contingent liabilities were included for an amount of € 1.7 million (2009: € 1.4 million) with respect to past acquisitions of group companies. The short term part of this liability amounts to € 1.0 million (2009: nil) and is included in other short term payables.

CURRENT LIABILITIES Current liabilities can be specified as follows: 2010

Credit institutions Trade payables Payable to participating interests

2009

113,563

101,647

97,818

82,219

-

32,500

Taxes and social insurance contributions

22,497

17,496

Accrued expenses, deferred income & other payables

99,105

84,631

332,983

318,493

Total current liabilities

These liabilities are of a short-term nature with a term of less than one year. Credit institutions mainly refer to a committed revolving credit facility with a group of banks. The interest rate is based on Euribor and a spread.

Amounts can be drawn on the facility op to a maximum of € 200 million, when certain terms and conditions have been met. Agrifirm Group B.V. and certain group companies guaranteed this facility towards the group of banks. The facility is available as from 30 June 2010 and has a term of 3 years. With a number of banks from the same group of banks, Agrifirm has non committed credit facilities amounting to € 133 million. Terms and conditions of these facilities are similar to the committed revolving credit facility.

Interest swap instruments are used to cover interest rate risks with respect to liabilities with a variable interest rate.

Financial instruments are not held or issued for speculative purposes. The swaps open on the balance sheet date have a term which runs until 30 July 2013 and all of them serve to cover the interest rate risks on the short term bank loan with a variable interest rate. Since the company applies costprice hedgeaccounting, no provisions have been included in the balance sheet as per December 31, 2010 to compensate the negative market value

58

2010

Notes to the consolidated balance sheet

(€ 1.7 million) as a result of higher fixed interest rate that is paid under the swap agreements compared to the variable interest rate of the committed revolving credit facility.

COMMITMENTS AND CONTINGENCIES

Securities provided A limited number of credit facilities of foreign group companies have been secured by means of mortgages amounting to € 0.2 million (2009: € 1.5 million). Bank guarantees have been issued regarding leases amounting to € 0.8 million (2009: € 0.1 million).

Guarantees according to article 2:403 of the Dutch Civil code have been issued by Agrifirm Group B.V. on behalf of most Dutch group companies.

Rental, lease and other commitments The composition of the total liabilities can be specified as follows: 2010

Rent buildings

18,883

Rent & lease transport equipment & vehicles

10,469

Other

2,921

Total

32,273

The composition of the liabilities over the years can be specified as follows: 2010

Within 1 year From 1 - 5 years After 5 years Total

9,561 18,155 4,557 32,273

The other rent and lease commitments mainly relate to computer hardware and commitments regarding investment in tangible fixed assets.

Fiscal unity Coöperatie Agrifirm U.A. and the majority of its Dutch group companies form a fiscal unity for Dutch corporate income taxes. As a result of this, Coöperatie Agrifirm U.A. can be held liable for taxes of companies that are part of this fiscal unity.

Agrifirm 2010 Annual Report

59

pig farmer & poultry farmer

>> 44,000 laying hens (aviary) >> 350 sows >> stable for 3,000 meat pigs under construction ‘We have traditionally purchased our feed from the cooperative. While at one time we went elsewhere, we nonetheless decided to come back here. Nowadays, I pay even greater attention to quality and feed yields than in the past. This is why Agrifirm is our cooperative of choice. Even now that it is becoming larger and larger. While the closely-knit aspect of the early days has disappeared, the advantage of scaling-up is that there are more opportunities within the cooperative for innovation and knowledge development. And that is something we benefit from.

And when things go well for the cooperative, its members benefit from that as well. Nevertheless, feed quality and the knowledge of my business consultant are the most important criteria in selecting a supplier of feeds.’

Thijs van Eijk Nederweert

2010 Notes to the consolidated profit 2010

and loss Account NET TURNOVER Breakdown of net turnover by activity:

2010

2009

Feed Netherlands

813,424

763,365

Arable farming & horticulture Netherlands

322,381

346,013

Feed Europe

313,377

306,809

Arable farming & horticulture Europe

53,886

66,914

Co products

75,787

68,234

Premix & concentrates

236,317

189,433

Mechanisation

55,132

54,484

Retail

81,774

74,344

Other activities

30,659

36,170

1,982,737

1,905,766

Total Rebates given to customers have been included in net turnover.

The geographical breakdown of net turnover:

2010

Netherlands

2009

1,397,030

1,363,753

Belgium

104,578

101,396

Germany

250,417

254,971

France

21,690

18,467

Hungary

63,538

48,872

Poland

45,147

37,296

Other countries (Europe)

43,360

37,970

China

56,977

43,041

1,982,737

1,905,766

Total

TRANSACTIONS WITH ASSOCIATED PARTIES From the total turnover of Agrifirm € 850 million (2009: € 814 million) is generated with members of Coöperatie Agrifirm U.A. Other than this, no material transactions with associated parties have taken place in the year under review.

OTHER OPERATING INCOME Other operating income mainly refers to proceeds regarding logistic services rendered to third parties, income regarding lease of tangible fixed assets to third parties and income from the sale of real estate.

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61

2010

Notes to the consolidated profit and loss Account

PERSONNEL COSTS Breakdown of personnel costs: 2010

Salaries and wages

2009

117,992

116,634

Pension and early retirement commitments

11,656

14,378

Other social security charges

15,204

14,618

Temporary staff Other personnel costs Total

9,962

8,520

20,787

10,795

175,601

164,945

EXCEPTIONAL ITEMS In 2010 and 2009 exceptional items were included in the profit and loss account which directly relate to the merger between Cehave and Agrifirm old. These exceptional items are included in personnel cost and other operating cost and can be specified as follows: 2010

2009

Included in personnel cost: - reduction staff and harmonsation conditions of employment

9,220

3,000

9,220

3,000

- optimalisation offices and production sites

1,955

2,363

- communication

2,374

- ict

5,939

- consultancy

1,473

Included in other operating charges:

- other

Totaal exceptional charges

2,521

1,788

620

13,529

5,504

22,749

8,504

REMUNERATION OF MEMBERS OF THE EXECUTIVE BOARD AND MEMBERS OF THE SUPERVISORY BOARD The information referred to in Section 383(1), Part 9 of the Netherlands Civil Code, is included in the notes to the company profit and loss account filed with the Trade Register.

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2010

Notes to the consolidated profit and loss Account

EMPLOYEES Number of employees per company (annual average in FTE): 2010

2009

Feed Netherlands

838

919

Agriculture Netherlands

359

376

Feed + Agriculture Europe

537

506

Co products

102

103

Premix & concentrates

577

437

Mechanisation

175

168

Retail

380

359

Other activities

158

176

3,126

3,044

Total

DEPRECIATION FIXED ASSETS Breakdown: 2010

Depreciation tangible fixed assets

2009

25,802

25,428

Amortization of goodwill

8,356

4,145

Depreciation software

1,662

1,471

35,820

31,044

Total

OTHER OPERATING EXPENSES Other operating expenses include expenses regarding transport, utility, maintenance and repair costs. The cost of research and development amounted to â‚Ź 7.8 million (2009: â‚Ź 7.9 million).

FINANCIAL INCOME AND EXPENDITURE Breakdown: 2010

2009

Financial income

4,943

4,259

Financial charges

-7,289

-8,697

Total financial income & charges

-2,346

-4,438

Financial expenditure mainly relates to interest on short term liabilities to credit institutions.

Income relates to interest on loans to participating interest.

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63

2010

Notes to the consolidated profit and loss Account

TAX The tax on the result can be specified as follows: € 5.1 million income (2009: € 3.7 million) in the Netherlands; - € 3.9 million expense (2009 - € 5.5 million) in foreign countries. Effective corporate income tax rate is different from the Dutch nominal rate of 25,5% due to:

>>

result from minority participations is not subject to taxation under the participation exemption in the Netherlands

>> >> >> >>

permanent differences in valuation of assets and liabilities for statutory and tax purposes different nominal tax rates in foreign countries valuation of deferred tax assets with respect to Agrfirm old some tax losses and valuation differences in the Netherlands and abroad are not valued because future realisation of these is not certain

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pig farmer

>> 180 sows >> 1,400 meat pigs >> 25 hectares of arable farm land ‘Our enclosed pig farm is located in an urban area. Further expansion is consequently no longer possible. Furthermore, the municipality is in no hurry to redevelop this area. In our case, our farm is therefore barely subject to any development. The cooperative approach comes from my heart. I consider Agrifirm an extension of my own farm. And I hope that, in spite of the scaling-up, this will always stay that way. The most important task for my cooperative is knowledge development and keeping the price of feeds as low as possible. That would make them the perfect partner. Because the compound feed market in the Netherlands is not growing, Agrifirm will have to realise additional returns abroad. And they are succeeding well in this respect.’

Frans Oerlemans Goirle

2010 Notes to the Consolidated Cash Flow Statement GENERAL The cash flow statement is prepared on the basis of a comparison of the starting and ending balances (the indirect method). Transactions that did not generate cash flow, such as value adjustments, are disregarded. Movements as a result of acquisition or sale of consolidated participating interests are accounted for under investments. The relevant funds comprise the balance of cash and cash equivalents as well as short term liabilities to credit institutions.

CASH FLOW FROM OPERATING ACTIVITIES Interest received and paid is accounted for in cash flow from operations. The change in balances of working capital and cash generated by operating activities show a positive cash flow of € 74.5 million (2009: € 114.7 million).

CASH FLOW FROM INVESTMENT ACTIVITIES Investment activities accounted for an outbound cash flow of € 24.5 million (2009: € 67.4 million) mainly due to acquisition of shares in group companies that were held by minority shareholders and investments in tangible fixed assets.

CASH FLOW FROM FINANCING ACTIVITIES In 2010 long term liabilities were repaid amounting to € 37 million. This repayment was funded with the new (short term) revolving credit facility.

In 2010 dividends amounting to € 23 million (2009: € 17.6 million) were paid out. Cehave and Agrifirm old had different systems of paying dividends to its members. Part of the dividends has been paid to minority shareholders in group companies.

CASH AND CASH EQUIVALENTS Cash and cash equivalents decreased with € 10.1 million (2009 increase € 30.7 million) in 2010. The change in cash and cash equivalents can be specified as follows:

2010 Cash and cash equivalents at the beginning of the year

18,145

7,713

Cash and cash equivalents at the end of the year

19,941

18,145

Change in cash and cash equivalents during the financial year

66

2009

1,796

10,432

Credit institution current liabilities at the beginning of the year

101,647

121,947

Credit institution current liabilities at the end of the year

113,563

101,647

Movement in credit institution current liabilities during the financial year

-11,916

20,300

Change in cash and cash equivalents

-10,120

30,732

2010 Other Information PROVISIONS OF THE ARTICLES OF ASSOCIATION GOVERNING THE APPROPRIATION OF PROFIT According to article 30 of the articles of association of Coöperatie Agrifirm U.A., a proportion of any profit revealed in the profit and loss account of the approved annual accounts may be added to the reserves as determined by the Board of the cooperative. The Council of Members shall decide on any balance remaining based on a proposal presented by the Board of the cooperative.

PROPOSAL FOR THE APPROPRIATION OF PROFIT 2010 It is the intention of the Board to propose to the Members Council to transfer only part of the total profit of € 24.7 million to equity and to pay out € 11.0 million to members as dividend (Ledenvoordeel). The Council of Members shall determine the amount that is to be paid to the members. The proposal of the Board to pay out € 11.0 million to members has been included in these accounts, see also the disclosure under equity.

EVENTS AFTER THE BALANCE SHEET DATE In the beginning of 2011 Nuscience N.V. acquired the remaining 25% of the shares of Lusai N.V. (the parent company of the Chinese activities). After this acquisition, Nuscience holds 100% of the shares of Lusai N.V. As a result of the merger Agrfirm started a legal and organisational restructuring of activities and group companies.

As a result operating companies will merge and similar activities within the group will brought under new management or in different legal entities. This restructuring will be finalised in the course of 2011. Part of the activities of Agrifirm in the Netherlands and abroad will start to operate under the name Agrifirm in 2011. As a result names and legal entities can be different in 2011 then included in this annual report.

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67

2010

Other Information

To: The Council of Members of Coöperatie Agrifirm U.A. Apeldoorn INDEPENDENT AUDITOR’S REPORT EX ARTICLE 2:395 (2) OF THE DUTCH CIVIL CODE Introduction We have audited whether the accompanying abbreviated financial statements of Coöperatie Agrifirm U.A., Apeldoorn, for the year 2010 have been derived consistently from the audited financial statements of Coöperatie Agrifirm U.A., for the year 2010. In our independent auditor’s report dated March 15, 2011 we expressed an unqualified opinion on these financial statements. Management is responsible for the preparation of the abbreviated financial statements in accordance with the accounting policies as applied in the 2010 financial statements of Coöperatie Agrifirm U.A. Our responsibility is to express an opinion on these abbreviated financial statements.

Scope We conducted our audit in accordance with Dutch law. This law requires that we plan and perform the audit to obtain reasonable assurance that the abbreviated financial statements have been derived consistently from the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, these abbreviated financial statements have been derived consistently, in all material respects, from the financial statements.

Emphasis of matter For a better understanding of the company’s financial position and results and the scope of our audit, we emphasize that the abbreviated financial statements should be read in conjunction with the unabridged financial statements, from which the abbreviated financial statements were derived and our unqualified auditor’s report thereon dated March 15, 2011. Our opinion is not qualified in respect of this matter.

Zwolle, March 15th 2011 for Ernst & Young Accountants LLP w.g. A. Verhoeff RA

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Addresses COÖPERATIE AGRIFIRM U.A. Boogschuutterstraat 1A 7324 AF APELDOORN, The Netherlands T +31 88 488 1000 F +31 88 488 1800 www.agrifirm.com mail@agrifirm.com Executive Board: Kees Sijssens, CEO Ton Loman, COO Ad Hectors, COO (till 31 December 2010) Ad Wals, COO Joost Helsen, CFO AGRIFIRM B.V. Noordeinde 31 7941 AC MEPPEL,The Netherlands T +31 522 26 89 11 F +31 522 26 89 30 www.agrifirm.com info@agrifirm.com Managing Director: Ton Loman FEED NETHERLANDS Cehave Landbouwbelang Voeders B.V. Poort van Veghel 4949 5466 SB VEGHEL, The Netherlands T +31 413 38 22 55 F +31 413 38 20 13 www.Feed.nl mail@chv-lbb.nl Managing Director: Wim Maaskant FEED BELGIUM Voeders Van den Berghe N.V. Industrieweg 18 2280 GROBBENDONK, Belgium T +32 14 50 07 01 F +32 14 50 07 91 info@chv-vdb.be Managing Director: Adrie Brands FEED POLAND Cehave Pasze Sp. z o.o.

64-500 SZAMOTULY ul. Boleslawa Chrobrego 52, Poland T +48 61 29 31 970 F +48 61 29 22 369 www.cehave-pasze.pl biuro@cehave-plasze.pl Managing Director: Otto van der Linden FEED GERMANY Kofu Tiernahrung GmbH Danziger Straße 3-5 41460 NEUSS, Germany T +49 2131 181-0 F +49 2131 181-204 www.kofu.de info@kofu.de Managing Director: Herman ter Haar STRAHMANN GMBH Zum Mühlenwerk 3 49406 DRENTWEDE, Germany T +49 4246 9311-0 www.strahmann.de kontakt@strahmann.de Managing Director: Herman ter Haar FEED HUNGARY Kabai Táp Zrt. 4183 KABA, Daróczi major, Pf. 27, Hungary T +36 54 461 110 F +36 54 523 033 www.kabaitap.hu kabaitapzrt@kabaitap.hu Managing Director: András Muzsek

70

PRE-MERVO U.A. Protonweg 10 3542 AJ UTRECHT, The Netherlands T +31 30 248 20 60 F +31 30 241 02 34 www.premervo.nl info@premervo.nl Managing Director: Martin Bolscher

CCL B.V. NCB-laan 52 5462 GE VEGHEL, The Netherlands T +31 413 38 26 33 F +31 413 38 21 41 www.ccl.nl mail@ccl.nl Managing Director: Ruud Tijssens

NUSCIENCE N.V. / VITAMEX N.V. Booiebos 5 9031 DRONGEN, Belgium T +32 9 280 29 71 F +32 9 282 00 27 www.vitamex.com info@vitamex.com Managing Director: Patrick Keereman

B.V. OLDAMBT Langeweg 5 9682 XR OOSTWOLD, The Netherlands T +31 597 55 13 02 F +31 597 55 17 67 www.oldambt.nl drogerij@oldambt.nl Managing Director: Eiko Jan Duursema

BONDA’S VEEVOEDERBUREAU B.V. Weeresteinstraat 43 2182 GR HILLEGOM, The Netherlands T +31 252 53 61 36 F +31 252 53 61 37 www.bonda.nl info@bonda.nl Managing Directors: Ed Brouwer en René Schepens

PARTICIPATIONS

BONGARDT GMBH Baerlagweg 103 47475 KAMP-LINTFORT, Germany T +49 2842 9449-0 F +49 2842 9449-44 www.bongardt-gmbh.de info@bongardt-gmbh.de Managing Director: Gerhard Bongardt

AGRI RETAIL B.V. Galvanistraat 100 6716 AE EDE, The Netherlands T +31 318 43 20 00 www.boerenbond-welkoop.nl Managing Director: Quintin Dike (till 31 December 2010 Wouter van der Ley (as from 1 January 2011) AGROVISION B.V. Teugseweg 18 7418 AM DEVENTER, The Netherlands T +31 570 66 41 11 F +31 570 63 77 56 www.agrovision.nl Managing Director: Karel Heijink

AGERLAND B.V. Leveroyseweg 9 6093 NE HEYTHUYSEN, The Netherlands T +31 475 49 80 80 F +31 475 33 63 64 www.agerland.nl info@agerland.nl Managing Director: Vincent Roelofs

CEFETRA B.V. Boompjes 40 3011 XB ROTTERDAM, The Netherlands T +31 10 400 79 00 F +31 10 201 80 00 www.cefetra.nl cefetra@cefetra.nl Managing Director: Hugo Stam

AGRIFIRM WINKEL B.V. Noordeinde 31 7941 AC MEPPEL, The Netherlands T +31 522 26 89 11 F +31 522 26 89 30 www.agrifirm.com info@agrifirm.com Managing Director: Domien Andela

HOLLAND MALT B.V. De Stater 1 5737 RV LIESHOUT, The Netherlands T +31 499 42 82 01 www.hollandmalt.com info@hollandmalt.com Managing Director: Han van der Veen

EXLAN CONSULTANTS B.V. Poort van Veghel 4949 5466 SB VEGHEL, The Netherlands T +31 413 38 21 40 F +31 413 38 21 02 www.exlan.nl mail@exlan.nl Managing Director: Toon van der Putten ABEMEC BV Pater van den Elsenlaan 4 5462 GG VEGHEL, The Netherlands T +31 413 38 29 11 F +31 413 38 22 94 www.abemec.nl info@abemec.nl Managing Director: Hans Quint

PLUKON ROYALE GROEP B.V. Industrieweg 36, 8091 AZ WEZEP, The Netherlands T +31 38 376 66 37 www.plukonroyalegroep.nl Managing Director: Peter Poortinga PROBROED Zwolseweg 17 7142 HE GROENLO, The Netherlands T +31 544 47 30 00 www.probroed.com Managing Director: Hans van der Vleuten SCHOTHORST FEED RESEARCH BV. Meerkoetenweg 46 8218 NA LELYSTAD , The Netherlands T +31 320 25 22 94 F +31 320 25 50 30 www.schothorst.nl Managing Director: Marcel Hakkaart

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Boogschutterstraat 1A 7324 AE APELDOORN The Netherlands T +31 88 488 1000 F +31 88 488 1900 www.agrifirm.com mail@agrifirm.com