Corbion N : Diptych Corbion N.V. – articles of association

DIPTYCH

PROPOSED ARTICLES OF ASSOCIATION OF CORBION N.V.

Corbion N.V. (the "Company") proposes to amend its articles of association (the "Articles of Association"), as (i) the Articles of Association have not been updated since 2013 and (ii) the Articles of Association can be further simplified (inter alia as a result of the cancellation of all financing preference shares). It is proposed to the general meeting of Corbion to resolve upon the amendment to the Articles of Association.

This diptych is divided into two columns, containing the following information:

1. The first columnof this document contains the unofficial English translation of the Articles of Association as they will read after implementation of the amendment (if adopted); and
2. The second columnincludes explanatory notes to the proposed Articles of Association including references to the current Articles of Association and explanation where substantial changes have been made.

The proposed amendments to the Articles of Association shall, inter alia, entail:

• deletion of references and provisions relating to financing preference shares, since these shares have been cancelled and currently only ordinary shares are outstanding in the share capital of the Company;
• deletion of lists of rights of approval of the supervisory board (which can be included in the board rules of the Company); and
• changes to simplify and update the text in the Articles of Association (to the extent possible and in accordance with statuto ry provisions), all in accordance with the text included in this document.

This document contains unofficial English translation of the proposed Articles of Association. The Dutch text of the Articles of Association is decisive. The draft notarial deed of amendment (both in Dutch and an unofficial English translation) are available at our offices and on our website (www.corbion.com).

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

ARTICLES OF ASSOCIATION

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these articles of association:

"Annual Accounts" means the annual accounts of the Company as referred to in article 2:361 BW;

"Board of Management" means the Company's board of directors; "Board Rules" means the rules referred to in article 8.6.1;

"BW" means the Dutch Civil Code (Burgerlijk Wetboek);

"Company" means the public limited liability company organised as set out in these articles of association;

"Delegated Supervisory Director" means a member of the Supervisory Board designated as delegated supervisory director by the Supervisory Board as referred to in article 8.8.2;

"Dependent Company" means a dependent company as referred to in article 2:152 BW;

"Director" means a member of the Board of Management;

"Distributable Reserve" means a reserve of the Company which is not required to be maintained by law or these articles of association; "Euroclear Nederland" means Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., a private limited liability company, Trade Register number 33149445 and trading under the name Euroclear Nederland, being a central institute as referred to in the Wge;

"General Meeting" means the corporate body that consists of Shareholders and all other Persons Entitled to Attend General Meetings or the meeting of Shareholders and all other Persons Entitled to Attend General Meetings;

Article 1 of the current Articles of Association is replicated in this article 1 (to the extent the same definitions are used in the proposed Articles of Association).

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

"Group Company" means a group company of the Company as referred to in article 2:24b BW;

"Intermediary" means an intermediary as referred to in the Wge;

"Management Report" means the management report of the Company as referred to in article 2:391 BW;

"Meeting Rights" means the right to attend and speak at the General Meeting, either in person or by a proxy authorised in writing; "Persons Entitled to Attend General Meetings" means Shareholders, as well as usufructuaries with Meeting Rights or pledgees with Meeting Rights, in accordance with article6.2.3 and6.3.3;

"Persons Entitled to Vote" means Shareholders with voting rights, usufructuaries with voting rights and pledgees with voting rights, each at the General Meeting, in accordance with article 6.2.2 and 6.3.2 of these articles of association;

"Registration Date" means the twenty-eighth (28) day prior to a General Meeting, or another day prescribed by law;

"Share" means a share in the share capital of the Company; "Shareholder" means a holder of one or more Shares; "Statutory Giro System" means the giro system as referred to in the Wge;

"Subsidiary" means a subsidiary of the Company as referred to in article 2:24a BW;

"Supervisory Board" means the supervisory board of the Company;

"Supervisory Board Rules" means the rules referred to in article 8.8.3; "Supervisory Director" means a member of the Supervisory Board; and "Wge" means the Dutch Securities Giro Act (Wet op het giraal effectenverkeer).

1.2 Interpretation

1.2.1 Unless required otherwise by law, the term "in writing" shall include an electronically transmitted, readable and reproducible message.

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

1. References to articles shall be deemed to refer to articles of these articles of association, unless the contrary is apparent.
2. Unless the context requires otherwise, words and expressions contained and not otherwise defined in these articles of association have the same meaning as in the BW. In addition, unless otherwise indicated, references in these articles of association to provisions of the law are references to provisions of Dutch law as it reads from time to time.
3. Words denoting one gender include every other gender and every gender

identity. Any defined term in the singular includes the plural.

2 NAME, SEAT AND OBJECTS

2.1 Name and seat

1. The name of the Company is Corbion N.V.
2. The Company's seat is in Amsterdam.
3. The Company may establish administrative offices, branches and

subsidiaries in the Netherlands and abroad.

2.2 Objects

The Company's objects are to participate in other businesses of whatever nature, to take any other interest in or conduct the management of those businesses, to perform financing activities, to provide security or assume liability for the obligations of third parties, and finally to perform all

activities which in the broadest sense relate to or may promote the objects.

3 CAPITAL AND ISSUE OF SHARES

3.1 Capital and Shares

1. The authorised share capital of the Company is fifty million euros (EUR 50,000,000). It is divided into two hundred million (200,000,000) Shares, with a nominal value of twenty-five eurocents (EUR 0.25).
2. Shares are in registered form. No share certificates are issued.
3. The Shares are numbered from 1 onwards. The Board of Management may change the numbering of the Shares.

Articles 2 and 3 of the current Articles of Association are replicated in this article 2.

Articles 4 and 5 of the current Articles of Association are replicated in this article

3.1. The explicit references to the giro depositary and the Wge have been deleted. Furthermore, it is included that the Board may change the numbering of Shares.

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

3.2 Issue of Shares

1. The Board of Management resolves on the issue of Shares and determines the issue price and the other terms and conditions of the issue, if and to the extent that the General Meeting has designated the Board of Management for this purpose, in accordance with the statutory provisions. The designation may only be revoked if the designation provides this. In that case, the General Meeting may only resolve to revoke the designation on a proposal by the Board of Management. Resolutions by the Board of Management to issue Shares and to determine the issue price and the other terms and conditions of the issue require the approval of the Supervisory Board.
2. If and to the extent that the Board of Management has not been designated as referred to in article 3.2.1, the General Meeting will resolve to issue Shares and determine the issue price and the other terms and conditions of the issue. In that case, the General Meeting may only resolve to issue Shares and to determine the issue price and the other terms and conditions of the issue on a proposal by the Board of Management, subject to the approval of the Supervisory Board.
3. Articles 3.2.1 and 3.2.2 apply mutatis mutandis to the grant of rights to subscribe for Shares. These articles do not apply to the issue of Shares to

a person exercising a previously acquired right to subscribe for Shares.

3.3 Payment on Shares

1. Shares are issued in accordance with articles 2:80, 2:80a and 2:80b BW.
2. Shares are issued against payment of the nominal amount and, if Shares are issued at a higher amount than the nominal value, the difference between these amounts is also paid up, without prejudice to article 2:80(2) BW.
3. Payment on Shares must be made in cash unless another contribution has been agreed with the Company. Payments other than in cash are made in accordance with article 2:94b BW.

Articles 6.1, 6.3 and 6.12 of the current Articles of Association have been replicated in this article 3.2. In order to simplify the Articles of Association and create flexibility in case the law will be amended in the future, it is included that the designation of the Board by the General Meeting should be in accordance with the statutory provisions instead of including the specific requirements in the Articles of Association.

The last sentence of article 6.1 and article 6.4 of the current Articles of Association have been replicated in this article 3.3.2. For flexibility purposes, the option to make contributions other than in cash or in a currency other than in euro, is included.

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

1. Payment may be made in a currency other than euro if the Company consents and in accordance with article 2:80a(3) BW.
2. In the resolution to issue Shares or to grant rights to subscribe for Shares, the body adopting that resolution may provide that the Shares will be fully paid by a reserve referred to in article 2:389 or 2:390 BW or a Distributable Reserve, regardless of whether those Shares are issued to or those rights are granted to Shareholders.
3. The Board of Management may, with the approval of the Supervisory Board, perform the legal acts referred to in article 2:94 BW without the

prior approval of the General Meeting.

3.4 Pre-emptive rights

1. Upon the issue of Shares, each Shareholder has a pre-emptive right in proportion to the aggregate amount of its Shares. This pre-emptive right does not apply to:
2. 1. Shares issued to employees of the Company or of a Group Company;
   2. Shares issued against payment other than in cash; and
   3. Shares issued to a person exercising a previously acquired right to subscribe for Shares.
3. The General Meeting shall, in accordance with the statutory provisions, determine the manner and period of time in which the pre-emption right may be exercised when adopting a resolution regarding the issue of Shares, based on a proposal by the Board of Management, subject to the approval of the Supervisory Board. If the Board of Management has been designated for this purpose by the General Meeting, the said determination shall be made by the Board of Management, subject to the approval of the Supervisory Board.
4. To the extent that the General Meeting has designated the Board of Management for this purpose, the Board of Management may resolve to limit or exclude the pre-emptive rights to Shares to be issued, in

Article 6.5 of the current Articles of Association has been replicated in this article 3.3.6.

Articles 6.6-6.11 of the current Articles of Association have been replicated in this article 3.4. In order to simplify the Articles of Association and to create flexibility in case the law will be amended in the future, it is included that the conditions pursuant to which pre-emption rights can be exercised and conditions regarding an exclusion of pre-emptive rights should be in accordance with the statutory provisions.

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

accordance with the statutory provisions. Only if provided in the designation may the designation be revoked. In that case, the General Meeting may only resolve to revoke the designation on a proposal by the Board of Management. A resolution by the Board of Management to limit or exclude the pre-emptive rights to Shares to be issued requires the approval of the Supervisory Board.

1. If and to the extent that the Board of Management has not been designated as referred to in article 3.4.3, the General Meeting may resolve to limit or exclude pre-emptive rights, on a proposal by the Board of Management, subject to the approval of the Supervisory Board.
2. If less than half of the issued share capital is represented at the General Meeting, a resolution by the General Meeting to limit or exclude pre- emptive rights and a resolution by the General Meeting to designate the Board of Management as referred to in article 3.4.3 requires a majority of at least two thirds of the votes cast.
3. This article 3.4 applies mutatis mutandis to the grant of rights to subscribe for Shares.

4 OWN SHARES AND CAPITAL REDUCTION

4.1 Acquisition of Shares by the Company

1. The Company may acquire fully paid-up Shares if and to the extent that the General Meeting has authorised the Board of Management to do so in accordance with the statutory provisions. The General Meeting determines in the authorisation the number of Shares that the Company may acquire, the manner in which the Shares may be acquired and the limits between which the price must lie. Acquisition by the Company of not fully paid-up Shares is void.
2. The authorisation referred to in article 4.1.1 is not required for the acquisition by the Company of fully paid-up Shares for the purpose of transferring those Shares, pursuant to an employee scheme applicable to them, to employees of the Company or a Group Company, in accordance

Article 7 of the current Articles of Association has been replicated in this article

4.1. In order to simplify the Articles of Association and to create flexibility in case the law will be amended in the future, it is included that the designation of the Board should be in accordance with the statutory provisions instead of including the specific requirements.

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PROPOSED ARTICLES OF ASSOCIATION	EXPLANATORY NOTES

with the statutory provisions.

1. The resolution by the Board of Management to the effect that the Company will acquire fully paid-up Shares requires the approval of the Supervisory Board.
2. A resolution by the Board of Management to transfer Shares the Company acquired requires the approval of the Supervisory Board.

4.2 Capital reduction

1. The General Meeting may, based on a proposal by the Board of Management, subject to the approval of the Supervisory Board, resolve to reduce the issued share capital, in accordance with the provisions of article 2:99 BW.
2. The issued share capital may be reduced by an amendment of the articles of association reducing the nominal value of Shares or by cancelling Shares.
3. If less than half of the issued share capital is represented at the General Meeting, a resolution by the General Meeting to reduce the issued share capital requires a majority of at least two thirds of the votes cast.
4. A resolution to cancel Shares may only relate to Shares held by the Company itself.
5. Any reduction of the nominal value of the Shares without repayment and

without a waiver of the obligation to fully pay up the Shares is proportionate across all Shares.

5 SHAREHOLDERS REGISTER

5.1 Shareholders register

1. The Board of Management shall keep a shareholders register as referred to in article 2:85 BW. The register may be kept in electronic form.
2. The register is kept up to date regularly and contains of each Shareholder the name, address and other information required by law or deemed appropriate by the Board of Management. Shareholders shall provide the Board of Management with the necessary information in a timely manner.

Article 8 of the current Articles of Association has been replicated in this article

4.2. In order to simplify the Articles of Association and to create flexibility in case the law will be amended in the future, a reference to the relevant provision of the Dutch Civil Code (article 2:99 BW) is included instead of including the specific requirements in the Articles of Association.

Article 10 of the current Articles of Association has been replicated in this article

5. In order to simplify the Articles of Association and to create flexibility in case the law will be amended in the future, a reference to the relevant provision of the Dutch Civil Code (article 2:85 BW) has been included instead of including the specific requirements in the Articles of Association.

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The Shareholder is responsible for the consequences of not, or incorrectly, providing the information referred to in this article 5.1.2.

1. The shareholders register may be kept in several copies and locations.
2. Shares included in the Statutory Giro System are registered in the name of Euroclear Nederland or the relevant Intermediary.
3. Upon request, the Board of Management shall provide a Shareholder with an extract from the shareholders' register, free of charge, concerning the Shareholder's entitlement to a Share.
4. If Shares are included in a joint holding, the joint participants may only be represented towards the Company by a person designated by them in writing for that purpose. The previous sentence does not apply to Shares included in the Statutory Giro System.
5. This article 5.1 applies mutatis mutandis to usufructuaries or pledgees who have a right of usufruct or a right of pledge on one or more Shares,

with the exception of the pledgee referred to in article 2:86c(4) BW.

6 DEPOSITARY RECEIPTS FOR SHARES, RIGHT OF PLEDGE AND RIGHT OF USUFRUCT

1. Depositary receipts for Shares
   The Company shall not cooperate in the issue of depositary receipts for Shares. Accordingly, holders of depositary receipts for Shares do not have Meeting Rights.
2. Right of pledge

1. Shares may be pledged.
2. The pledgee has the voting rights attached to pledged Shares if this was agreed in writing when the right of pledge was created or at a later date. If this has not been agreed in writing, the Shareholder has the voting rights attached to pledged Shares.
3. Only pledgees with voting rights have Meeting Rights. Shareholders who do not have voting rights as a result of a right of pledge do have Meeting Rights.

Article 5.4 of the current Articles of Association has been replicated in this article 5.1.7

Articles 5.7 and 5.8 of the current Articles of Association have been replicated in this article 6.2

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6.3 Right of usufruct

1. A right of usufruct may be created on Shares.
2. The usufructuary of Shares has the voting rights attached to the Shares encumbered with a right of usufruct if this was agreed in writing when the right of usufruct was created. If this has not been agreed in writing, the Shareholder has the voting rights attached to Shares encumbered with a right of usufruct.
3. Only usufructuaries with voting rights have Meeting Rights. Shareholders who do not have voting rights as a result of a right of usufruct do have

Meeting Rights.

7 TRANSFER OF SHARES

7.1 Transfer of Shares

1. The transfer of Shares requires a deed for that purpose and, except in the case where the Company itself is a party to the legal act, a written acknowledgement of the transfer by the Company. The service of the deed of transfer or a certified notarial copy or extract thereof on the Company is equivalent to the acknowledgement mentioned in this article 7.1.1.
2. Article 7.1.1 applies mutatis mutandis to the creation of a right of pledge or a right of usufruct on a Share, provided that a right of pledge may also

be created without acknowledgement by or service on the Company, in accordance with the provisions of article 2:86c(4) BW.

8 MANAGEMENT AND SUPERVISION OF MANAGEMENT

8.1 Composition of the Board of Management and the Supervisory Board and internal organisation

8.1.1 The Company is managed by the Board of Management, under the supervision of the Supervisory Board. The Supervisory Board determines the number of Directors. The Supervisory Board determines the number of Supervisory Directors. Without prejudice to this article 8.1.1, the Supervisory Board determines whether there are vacancies within the

Articles 5.6 and 5.8 of the current Articles of Association have been replicated in this article 6.3.

Articles 9.1 and 9.2 of the current Articles of Association has been replicated in this article 7. In order to simplify the Articles of Association, specific references to the collective depository or giro depositary are no longer included.

Articles 11-16 of the current Articles of Association have been replicated in this article 8. In order to create flexibility in case the law or any rules included in the Corporate Governance Code will be amended in the future:

1. it is included that the Supervisory Board determines the number of Directors and Supervisory Directors instead of including a specific number of members of the Board of Management or Supervisory Board; and

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