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Nutreco: Final Offer results; 98.42% of all Nutreco Shares committed


This is a joint press release by Nutreco N.V. and SHV Investments Ltd.
pursuant to the provisions of section 17 paragraph 4 of the Decree on Public
Takeover Bids (Besluit openbare biedingen Wft) in connection with the
recommended public offer by SHV Investments Ltd. for all the issued and
outstanding ordinary shares in the capital of Nutreco N.V. This announcement
does not constitute an offer, or any solicitation of any offer, to buy or
subscribe for any securities in Nutreco N.V. Any offer will be made only by
means of the Offer Memorandum. This announcement is not for release,
publication or distribution, in whole or in part, in or into, directly or
indirectly, Canada and Japan. Terms not defined in this press release will
have the meaning as set forth in the offer memorandum dated 5 December 2014.
Amersfoort / Utrecht, the Netherlands, 25 March 2015 - Nutreco N.V.
("Nutreco") and SHV Investments Ltd. (the "Offeror"), an indirect wholly
owned subsidiary of SHV Holdings N.V. ("SHV"), are pleased to announce that
during the post-closing acceptance period (na-aanmeldingstermijn
) that ended on 25 March 2015 at 17:40 hours, CET, (the "Post-Closing
Acceptance Period"), 1,524,854 issued and outstanding ordinary shares in the
capital of Nutreco were tendered for acceptance under the Offeror's
recommended cash offer to all holders of issued and outstanding ordinary
shares in the capital of Nutreco (the "Shares") to acquire their Shares (the

The 1,524,854 Shares tendered under the Offer during the Post-Closing
Acceptance Period (the "PCAP Shares
") represent approximately 2.17% of the issued share capital of Nutreco,
approximately 2.27% of the issued and outstanding share capital of Nutreco,
and an aggregate value of approximately EUR 68,999,643.5 (at an Offer Price
of EUR 45.25 (cum dividend) in cash per Share).

The 19,470,145 Shares held indirectly by SHV on 10 March 2015 together with
(i) the 45,081,713 Shares tendered under the Offer during the Offer Period
that ended on 10 March 2015 at 17.40 hours, CET, and (ii) the 1,524,854 PCAP
Shares, amount to a total of 66,076,712 Shares, represent approximately
94.08% of the issued share capital of Nutreco, approximately 98.42%% of the
issued and outstanding share capital of Nutreco, and an aggregate value of
approximately EUR 2,989,971,218 (at an Offer Price of EUR 45.25 (cum
dividend) in cash per Share).

With reference to the Offer Memorandum and the Offeror's press release dated
30 January 2015, Shareholders who accepted the Offer shall receive an amount
in cash of EUR 45.25 (cum dividend) (the "Offer Price
") for each Share validly tendered (or defectively tendered, provided that
such defect has been waived by the Offeror) and transferred (geleverd
) for acceptance pursuant to the Offer, under the terms and conditions of the
Offer and subject to its restrictions.
Payment of the Offer Price per Share for the PCAP Shares that were validly
tendered (or defectively tendered provided that such defect has been waived
by the Offeror) during the Post-Closing Acceptance Period shall occur as soon
as reasonably possible and in any case no later than the fifth (5th) Business
Day following the day on which such PCAP Shares were tendered.
As announced by Nutreco and the Offeror on 18 March 2015, delisting will take
place on 17 April 2015 and the last day that the Shares can be traded on
Euronext will therefore be 16 April 2015.

Further consequences of the Offer
The Offeror intends to initiate a squeeze-out procedure in an expeditious
manner. Reference is made to paragraph 6.13(a) (Compulsory acquisition
) of the Offer Memorandum.
Any further announcements in relation to the Offer will be issued by press
release. Subject to any applicable requirements of the applicable rules and
without limiting the manner in which the Offeror may choose to make any
public announcement, the Offeror will have no obligation to communicate any
public announcement other than as described above.

Further information
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum. The information in this
announcement is not complete and additional information is contained in the
Offer Memorandum.

A digital copy of the Offer Memorandum is available on the websites of Nutreco
( and SHV ( Copies of the Offer Memorandum are
also available free of charge at the offices of Nutreco, SHV and the Paying
and Exchange Agent, who distributes the Offer Memorandum on behalf of the
Offeror, at the addresses mentioned below. The SHV and Nutreco websites do
not constitute a part of, and are not incorporated by reference into, the
Offer Memorandum.

The Paying and Exchange Agent

Corporate Broking Department HQ7050
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
Tel: +31 020 344 2000
Nutreco N.V.

Prins Frederiklaan 4
3818 KC Amersfoort
The Netherlands

The Offer is being made in and from The Netherlands with due observance of the
statements, conditions and restrictions included in the Offer Memorandum. The
Offeror reserves the right to accept any tender under the Offer, which is
made by or on behalf of a Shareholder, even if it has not been made in the
manner set out in the Offer Memorandum.

The distribution of the Offer Memorandum and/or the making of the Offer in
jurisdictions other than The Netherlands may be restricted and/or prohibited
by law. The Offer is not being made, and the Shares will not be accepted for
purchase from or on behalf of any Shareholder, in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with
the securities or other laws or regulations of such jurisdiction or would
require any registration, approval or filing with any regulatory authority
not expressly contemplated by the terms of the Offer Memorandum. Persons
obtaining the Offer Memorandum are required to take due note and observe all
such restrictions and obtain any necessary authorisations, approvals or
consents (to the extent applicable). Outside of The Netherlands, no actions
have been taken (nor will actions be taken) to make the Offer possible in any
jurisdiction where such actions would be required. In addition, the Offer
Memorandum has not been filed with or recognised by the authorities of any
jurisdiction other than The Netherlands. Neither the Offeror, nor Nutreco,
nor any of their advisors, nor the Paying and Exchange Agent accepts any
liability for any violation by any person of any such restriction. Any person
(including, without limitation, custodians, nominees and trustees) who
forwards or intends to forward the Offer Memorandum or any related document
to any jurisdiction outside The Netherlands should carefully read paragraph 2
(Restrictions) and paragraph 3 (Important Information) of the Offer
Memorandum before taking any action. The release, publication or distribution
of the Offer Memorandum and any documentation regarding the Offer or the
making of the Offer in jurisdictions other than The Netherlands may be
restricted by law and therefore persons into whose possession the Offer
Memorandum comes should inform themselves about and observe such
restrictions. Any failure to comply with any such restriction may constitute
a violation of the law of any such jurisdiction.

United States of America
The Offer is being made for the securities of a Dutch company and is subject
to Dutch disclosure requirements, which differ from those of the United
States. The financial information of Nutreco included or referred to herein
has been prepared in accordance with the International Financial Reporting
Standards issued by the International Accounting Standards Board, as adopted
by the European Commission and Part 9 of Book 2 of the Dutch Civil Code for
use in the European Union and, accordingly, may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States. The Offer will be made in the United States
pursuant an exemption from the U.S. tender offer rules provided by
Rule14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the
"U.S. Exchange Act
"), and otherwise in accordance with the applicable regulatory requirements in
The Netherlands. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer procedures
and law.

The receipt of cash pursuant to the Offer by a U.S. holder of Shares may be a
taxable transaction for U.S. federal income tax purposes and may be a taxable
transaction under applicable state and local laws, as well as foreign and
other tax laws. Each holder of Shares is urged to consult his or her
independent professional advisor immediately regarding the tax consequences
of acceptance of the Offer.

It may be difficult for U.S. holders of Shares to enforce their rights and any
claim arising out of the U.S. federal securities laws, since the Offeror and
Nutreco are located in a country other than the United States, and some or
all of their officers and directors may be residents of a country other than
the United States. U.S. holders of Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment.

In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of
the U.S. Exchange Act, the Offeror, its nominees, or its brokers (acting as
agents), or affiliates of the Offeror's financial advisors, may from time to
time make certain purchases of, or arrangements to purchase, Shares outside
of the United States, other than pursuant to the Offer, before or during the
period in which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. To the extent required in The Netherlands,
any information about such purchases will be announced by press release in
accordance with section 13 of the Decree and posted on the website of SHV
Canada and Japan
The Offer and any solicitation in respect thereof is not being made, directly
or indirectly, in or into Canada or Japan, or by use of the mail services, or
by any means or instrumentality of interstate or foreign commerce, or any

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