Explanatory notes to the Agenda of the Extraordinary General Meeting of Shareholders (EGM) of
Amatheon Agri Holding N.V. (the Company) on 8 December 2014
Agenda item 3
Authorisation of the Management Board to resolve to issue new ordinary shares in the capital of the
Company
The General Meeting is requested by the Management Board to authorise the Management Board as the
corporate body that can resolve to issue shares. This authorisation will enable the Management Board,
subject to approval of the Supervisory Board, to raise aggregate proceeds of up to EUR 50 million in an
equity capital raise. The Company will raise the additional equity for the purpose of further finance the
Company’s investments in sub-Saharan Africa and to fund its general corporate purposes. The share issue is
proposed as a measure to increase the Company’s shareholders’equity as the Company’s equity has
decreased to less than half of the paid and called up part of the capital of the Company. The Company’s
equity and any other measures that are proposed to increase the equity will be discussed under this agenda
item.
In accordance with Article 6.2 of the Articles of Association of the Company, it is therefore proposed to
authorise the Management Board to resolve to the issue up to 21,793,130 shares in the capital of the
Company (the New Shares and each a New Share). These shares will be issued to interested parties, which
can be existing shareholders or third parties, by way of a private placement. Interested parties will be
requested to enter into subscription agreements with the Company that set out the terms and conditions for
the share issue. It will be at the discretion of the Management Board to decide which parties are eligible to
participate in the share issue but existing shareholders are invited to declare their intention to participate in
the issuance to the Management Board in the manner as described in the notice for the EGM.
The subscription price per New Share shall equal the average closing price of the current issued shares in the
capital of the Company quoted on the Marché Libre of NYSE Euronext in Paris during five trading days
preceding the day of the EGM notice, being EUR 2.30 per share.
The resolutions that will be adopted on the basis of this proposal do not affect the designation of the
Management Board as the competent body of the Company to issue shares and to grant rights to subscribe
for shares and to exclude or restrict pre-emptive rights of existing shareholders of the Company in relation to
such an issuance or grant, as resolved by the General Meeting at the Company’s Extraordinary General
Meeting of Shareholders that was held on 27 December 2012.
Agenda item 4
Authorisation of the Management Board to exclude the pre-emptive rights of existing shareholders of the
Company with respect to the issue of new shares under agenda item 2
In accordance with Article 7.2 of the Articles of Association of the Company, it is proposed to the General
Meeting by the Management Board to authorise the Management Board to, with the approval of the
Supervisory Board, resolve to exclude the pre-emptive rights of existing shareholders of the Company with
respect to the issue of the New Shares under agenda item 3. The pre-emptive rights are excluded for the
reason that it allows the Management Board more flexibility in discussions with potential third parties that
are interested in subscribing for all or part of the New Shares. Furthermore it offers the Management Board
certainty that the New Shares can be issued by way of a private placement or to qualified investors only.
Agenda item 5
Re-appointment of Mr Carl Heinrich Bruhn as member of the Management Board
It is proposed to the General Meeting that Mr Carl Heinrich Bruhn be re-appointed to the Management Board
of the Company. Mr Bruhn was appointed from 19 December 2011 to 31 December 2014.
Mr Bruhn is the founder of the Company and the current sole member of the Management Board of the
Company. Mr Bruhn is an agronomist by training and an experienced entrepreneur, and has been in the
agribusiness for more than 20 years. He has gained extensive international and management expertise, e.g.,
as head of Mergers & Acquisitions at Nordmilch or as the Executive Director of Sachsenmilch Group, one of
the leading German dairy companies. In 2004, he started his own farm management, agri consulting and
bioenergy company before focusing entirely on the Company since 2011.
Agenda item 6
Establishment of the Supervisory Board
Pursuant to Article 43.1 of the Articles of Association the provisions of Articles 19 through 24, as well as all
other provisions of the Articles of Association with regard to the Supervisory Board and the Supervisory
Directors shall only come into effect if and as soon as a resolution adopted by the General Meeting
pertaining to the formation of a Supervisory Board has been filed with the Dutch Commercial Register.
Since four suitable candidates to make up the Supervisory Board have now been found it is proposed to
appoint these Supervisory Directors (as set out in agenda items 7, 8, 9 and 10) and thefore to determine that
the number of Supervisory Board members shall be four, to resolve that all provisions in the Articles of
Association with regard to the Supervisory Board become effective as of the filing of a notification of this
resolution with the Dutch Commercial Register. This proposal includes the proposal to authorise each
employee of Allen & Overy LLP (Amsterdam office) to file a notifcation of the resolution and an updated
version of the Articles of Association with the Dutch Commercial Register following the EGM (such in
accordance with Article 43.2 of the Articles of Association).
Agenda item 7
Appointment of H.S.H. Prince Max von und zu Liechtenstein as member of the Supervisory Board
It is proposed by the Management Board to the General Meeting that H.S.H. Prince Max von und zu
Liechtenstein be appointed to the Supervisory Board of the Company effective as of the moment of the
instatement of the Supervisory Board (as described in these explanatory notes under agenda item 5) and for a
period ending immediately following the Annual General Meeting of 2018. The term of office of almostfour
(4) years is in accordance with the Articles of Association of the Company.
The Supervisory Board nominates H.S.H. Prince Max for appointment as a member of the Supervisory
Board of the Company on the basis of his relevant knowledge and wide experience with activities on capital
markets, where the Company is very active in.
H.S.H. Prince Max (45) has been the Chairman of the Board and Group Chief Executive Officer at LGT
Gruppe Stiftung October 2006. H.S.H. Max worked for JPMorgan Partners in New York and in London as a
director, then as the head of the company’s German office in Munich. In 2005, he joined LGT and since
2006 has been the company’s CEO. His other appointments include Chairman of the supervisory board of
Siteco, Director of First Participations AG, the Prince of Liechtenstein Foundation II, LGT Bank AG, Castle
Alternative Invest AG and of Castle Private Equity AG. H.S.H. Max holds an undergraduate diploma in
business administration from the European Business School in Munich (1993) and a masters degree in
business administration from Harvard Business School (1998).
H.S.H. Prince Max does not directly hold any shares in the Company.
Agenda item 8
Appointment of Mr Edwin Eichler as member of the Supervisory Board
It is proposed to the General Meeting that Mr Edwin Eichler be appointed to the Supervisory Board of the
Company effective as of the moment of the instatement of the Supervisory Board (as described in the
explanatory notes under agenda item 5) and for a period ending immediately following the Annual General
Meeting of 2018. The term of office of almost four (4) years is in accordance with the Articles of
Association of the Company.
The Supervisory Board nominates Mr Eichler for appointment as a member of the Supervisory Board of the
Company on the basis of his thorough knowledge of the Company’s operations and future strategy.
Mr Eichler (56) is the current CEO and executive board member of Sapinda Holding B.V. Over the last 25
years Mr Eichler has been in leading executive board and CEO positions with one of Germany’s largest
industrial companies, ThyssenKrupp AG, and before that as a senior executive with one of Europe’s largest
media companies, Bertelsmann AG. His last position there was being executive board member of
Bertelsmann Arvato AG responsible for offset printing, media service and distribution.
Mr Eichler does not directly hold any shares in the Company.
Agenda item 9
Appointment of Ms Yukiko Omura as member of the Supervisory Board
It is proposed to the General Meeting that Ms Yukiko Omura be appointed to the Supervisory Board of the
Company effective as of the moment of the instatement of the Supervisory Board (as described in the
explanatory notes under agenda item 5) and for a period ending immediately following the annual general
meeting of 2018. The term of office of almost four (4) years is in accordance with the Articles of Association
of the Company.
The Supervisory Board nominates Ms Yukiko Omura for appointment as a member of the Supervisory Board
of the Company on the basis of her relevant knowledge and wide experience with global finance, publicprivate partnerships and African business expertise.
Ms Omura (59) has more than 30 years of financial experience in multilateral development agencies such as
World Bank Group, the International Fund for Agricultural Development, and leading investment banks such
as J.P. Morgan, Lehman Brothers, UBS, and Dresdner Bank. She worked in more than 80 countries,
including 20 African countries and gained vast experience in the management of global, regional and country
operations with particular emphasis on public-private partnership project finance. Ms Omura currently serves
as a member of the Company’s Advisory Board.
Ms Omura does not directly hold any shares in the Company.
Agenda item 10
Appointment of Mr Gregoire Dusausoy as member of the Supervisory Board
It is proposed to the General Meeting that Mr Gregoire Dusausoy be appointed to the Supervisory Board of
the Company effective as of the moment of the instatement of the Supervisory Board (as described in the
explanatory notes under agenda item 5) and for a period ending immediately following the Annual General
Meeting of 2018. The term of office of almost four (4) years is in accordance with the Articles of
Association of the Company.
The Supervisory Board nominates Mr Dusausoy for appointment as a member of the Supervisory Board of
the Company on the basis of his in-depth knowledge of international mergers and acquisitions and company
financing.
Grégoire Dusausoy (34) has held the role of senior member of the portfolio management team in Sapinda
UK since January 2010, specialising in mergers and acquisitions (including cross border transactions,
leveraged buy-outs and management advisory), debt advisory and fund raising. Prior to joining Sapinda, Mr
Dusausoy worked in the Mergers & Acquisitions practice at PricewaterhouseCoopers in Paris, where he
advised domestic and international blue chip companies as well as private equity funds in a wide array of
sectors, including utilities, financial institutions, consumer goods and support services. Mr Dusausoy also
worked as a portfolio manager in a long only international equity fund based in Paris with assets under
management of €500m+, and in the Corporate Finance departments of Société Générale (Paris) and ABN
Amro (Amsterdam). Mr Dusausoy holds a B.S. in International Business from Reims Management School
(France) and Avans Hogeschool (the Netherlands).
Mr Dusausoy does not directly hold any shares in the Company.