Best practice provisions of the Code not applied by FrieslandCampina

The Company fully endorses the Code by applying the principles and best-practice provisions or by explaining why the Company deviates from the Code. The provisions listed below are not applied for reasons as set out above and/or below:

2.1, 2.1.7-2.1.9 Independence of the Supervisory Board: see motivation under ‘Supervisory Board – Composition, independence and appointment’.
2.2.2 Appointment and reappointment terms of Supervisory Board members: deviation concerning internal members: see motivation under ‘Supervisory Board – Composition, independence and appointment’.
2.3.2 Institution of committees: the Remuneration Committee and the Selection & Appointment Committee have, for practical reasons, been combined into the Remuneration & Appointment Committee.
2.3.4 Composition of committees: the composition of the Remuneration & Appointment Committee and the composition of the Audit Committee deviate from the best-practice provisions of the Code, which stipulate that more than half of the members of the committees should be independent: see motivation under ‘Supervisory Board Committees’.
2.8.1-2.8.3 Takeover bids: the best-practice provisions in respect of takeover bids are not applicable in view of the fact that the Company is not a listed company and all shares in its capital are held by the Cooperative.
3.4 and 3.4.2

Publishing of remuneration report, most important components of employment conditions or severance payment of Executive Board members: the Company applies the statutory exception as defined in Article 2:383b of the Dutch Civil Code for so-called ‘private public liability companies’.
4.1-4.4.8 General Meeting of Shareholders: the best-practice provisions in respect of the general meeting of shareholders, information provision and briefings, voting and the issue of depositary receipts for shares are not applicable in view of the fact that the Company is not a listed company and all shares in its capital are held by the Cooperative.