Resolutions passed by the Members’ Council of FrieslandCampina

7 May 2009

Yesterday, during its regular meeting, the Members’ Council of the dairy co-operative Zuivelcoöperatie FrieslandCampina U.A. passed resolutions on the annual figures for 2008 of the dairy co-operative and Royal FrieslandCampina N.V. and on an amendment of the co-operative’s Articles of Association.

The Members’ Council yesterday adopted the 2008 financial statements of Zuivelcoöperatie FrieslandCampina U.A. Sixteen thousand dairy farmers in the Netherlands, Germany and Belgium are members of the dairy co-operative. Zuivelcoöperatie FrieslandCampina U.A. owns Royal FrieslandCampina N.V.

Royal FrieslandCampina N.V.’s annual financial statements
Yesterday, the Members’ Council also approved the resolution of the Board of  Zuivelcoöperatie FrieslandCampina U.A. to adopt the 2008 financial statements of  Royal FrieslandCampina N.V. The annual financial statements of Royal FrieslandCampina N.V. are adopted by the Annual General Meeting of Shareholders of Royal FrieslandCampina N.V. This role is performed by the Board of Zuivelcoöperatie FrieslandCampina U.A. The Members’ Council of the co-operative has now approved this Board resolution in accordance with the co-operative’s Articles of Association.

Amendment of the Articles of Association
In addition, the Members’ Council yesterday resolved to amend the Articles of Association. This amendment relates to the inclusion in the Articles of Association of the departure scheme for FrieslandCampina member dairy farmers. The departure scheme was one of the conditions imposed by the European Commission in December 2008 on the merger of Friesland Foods and Campina.

Jentje de Boer stood down as a member of the Board of Zuivelcoöperatie FrieslandCampina U.A. with effect from the end of the meeting and therefore also as a member of the Supervisory Board of Royal FrieslandCampina N.V. His decision to step down stems from his intention to sell his dairy business in the Netherlands and to terminate his membership of FrieslandCampina. His departure leaves a vacancy on the Board and on the Supervisory Board.

The Members’ Council
The Members’ Council of Zuivelcoöperatie FrieslandCampina U.A. has 210 members. They represent the 21 districts of the dairy co-operative (ten Members’ Council members for each district). The member dairy farmers in a district elect the members of the Members’ Council of their district.