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Invitation GMM

InvitationGeneral Members’ Meeting

Thursday 4 June 2015

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Invitation to the General Members’ Meeting

Dear Sir/Madam,

With this letter we warmly invite you to attend the FloraHolland General Members’ Meeting (GMM) on:

Date: Thursday, 4 June 2015Place: FloraHolland, Legmeerdijk 313, AalsmeerDoors open: 6.00 PM (GMM starts at 7.30 PM)

The meeting room is located on the Plant level (level 10.80 m). Signs on the auction grounds will direct you to the correct parking area.

Come and discuss FloraHolland 2020Doors open at 6.00 PM so you can visit the interactive square ‘FloraHolland 2020’. It is FloraHolland’s way of involving you in the realisation of the FloraHolland 2020 strategy. Get to know the first five programmes: the New Auctioning, World Flower Exchange, Consumer, Simplification and Standards, and Improving Together. There is an opportunity to ask questions and offer input while enjoying a hot buffet. The room is open from 5.30 PM.

This invitation includes the agenda, the proof of voting rights and the minutes of the General Members’ Meeting of 11 December 2014. The proof of voting rights states the number of votes you are entitled to. You can have your proof of voting rights activated at one of the designated desks. You will also receive a voting pass. The ballot boxes will be handed out as you enter the meeting room.

Even during the GMM it is still possible to register and collect a ballot box and pass, but only at the designated desk. Are you unable to attend? Then you can authorise someone else to vote in your stead. Make sure to give them your signed proof of voting rights along with the agenda! Can’t make it to the location? Then you can follow the meetinglive via the FloraHolland website: www.floraholland.com/alv. Members who log into their own My FloraHolland account can also ask questions directly, if they are relevant to the topics on the agenda and/or belong in the Q&A session.

During the GMM, members in Israel, Ethiopia and Kenya can also participate in the vote at a central meeting in each country. We look forward to meeting you on June 4!

Yours sincerely,FloraHolland

Lucas Vos Rens BuchwaldtCEO CFO

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Programme

Interactive square ‘FloraHolland 2020’ (incl. hot buffet) 6.00 PM

FloraHolland would like to involve you in the realisation of the FloraHolland 2020 strategy. Get to know the first five programmes: the New Auctioning, World Flower Exchange, Consumer, Simplification and Standards, and Improving Together. There is an opportunity to ask questions and offer input while enjoying a hot buffet.

FloraHolland General Members’ Meeting 7.30 PM

1. Opening and setting the agenda

2. Approval of minutes from the General Members’ Meeting of 11 December 2014

3. Description of the latest developments in the sector and the company by Lucas Vos, CEO

4. Annual report 2014

5. Annual accounts 2014 a. Clarification of the annual accounts 2014 by Rens Buchwaldt, CFO b. Report from the Supervisory Board regarding the annual accounts 2014 by Bernard Oosterom, Supervisory Board chairman c. Crediting of liquidity contribution (1.0%) to the members’ loan fund d. Use of net result 2014 e. Approval of annual accounts 2014 f. Approving payment of annual installment of participation reserve g. Discharge of Management Board h. Discharge of Supervisory Board

6. Appointing GMM committee member Nominee: Eva van Etten

7. Appointing supervisory director Nominee: Caroline Princen

8. Q&A

9. Close

Informal meeting (social gathering)

Invitation GMM

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Clarification of agendaClarification of agenda point 4: Annual report 2014Just like last year, the annual report has been published on: www.floraholland.com/gmm

Clarification of agenda point 5c: Crediting of liquidity contribution (1.0%) to the members’ loan fundThe cooperative’s policy is designed to strengthen its financial position to ensure a financially healthy situation. An operating profit was achieved for the financial year 2014. Therefore, a proposal is being made at the Members’ Meeting to credit the liquidity contribution received in 2014, which amounts to € 44.8 million, to the members’ loan fund.

Clarification of agenda point 5d: Use of net result 2014The Management Board is proposing to keep the result after taxation within the cooperative, adding part of it to the participation reserve and part to the general reserve. Taking into account article 33.4 of the statutes, the Management Board proposes using the net result 2014 of €9,559,000 as follows:

Participation reserve• 1.6% of the end of year balance 2014 will be credited, namely € 896,000• 5.1% of the commission received in 2014 will be credited as new annual installment, namely € 3,884,000 Addition to the participation reserve: € 4,780,000

General reserveAddition to the general reserve: € 4,779,000

Clarification of agenda point 5f: Approving payment of annual installment of participation reserveThe participation reserve belongs to FloraHolland’s net equity. A separate resolution is required to approve payment of the annual installment as specified in article 34.3 of the statutes.The payment is already incorporated in the annual accounts. The GMM is being asked to approve the payment of the participation reserve:• Annual installment for 1994 FloraHolland-old and Flower Auction Aalsmeer € 1,119,000• Annual installment for 1999 Flower Auction Aalsmeer € 681,000 (concerns only the members of Flower Auction Aalsmeer who resigned before the merger in 2008)

Total € 1,800,000

Clarification of agenda point 5g: Discharge of Management BoardThe GMM is being asked to discharge the Management Board for the policy it implemented in the financial year in question.

Clarification of agenda point 5h: Discharge of Supervisory BoardThe GMM is being asked to discharge the Supervisory Board for its supervision provided in the financial year in question.

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Clarification of agenda point 6: appointing GMM committee memberIn March 2015 Frans van der Knaap decided to resign from the GMM committee. This was announced, along with the new vacancy, on the FloraHolland website, the Community and the Digital Newsletter. The GMM committee has nominated Eva van Etten as its candidate. Eva and her father run a production company in Rotterdam with their most important pro-ducts being Aloe and Crassula. She studied business economics and law and has repeatedly expressed her interest in the topics being considered by the GMM committee. The GMM committee is delighted to present her nomination to the GMM.

Clarification of agenda point 7: appointing supervisory directorIn the meeting held on 11 December 2014, Franswillem Briët resigned before the end of his term as a member of the Supervisory Board. The recruitment of a new (external) supervisory director started immediately thereafter. This is the position of the chairman of the selection and reimbursement committee. The Supervisory Board prepared a job profile (e.g. HR) and discussed it with the chairman of the GMM committee and the works council as these bodies have a right of recommendation and rejection. After having talked to several potential candidates, the Supervisory Board decided to nominate Caroline Princen as its candidate.

Caroline Princen (48) began her career in 1992 as an advisor to YDL Management Consultants, becoming a partner in 1996 and Managing Partner in 2001. She acted as consultant to management boards in the field of turnaround and change management for various national and international companies. In 2005 she moved to the innovative steel manufacturers Nedstaal B.V. which she managed as CEO until 2009. In 2009 she be-came a member of the transition team for ABN AMRO and Fortis Bank Nederland, which was responsible until 1 April 2010 for the integration of ABN AMRO and Fortis Bank Nederland, with a focus on Communication, Compliance, HR, Legal, and Sustainability.Since 1 April 2010 she has been a member of the Board of Directors of ABN AMRO Bank N.V. and is responsible for People, Regulations & Identity.

Caroline Princen is being nominated as a member of the Supervisory Board because her profile matches the modern FloraHolland so well. She has extensive experience, for example, in the field of change management and the implementation of new strategies, and can rely on her empathic nature. She has also been working in a world that has already been digitalised to a great extent.

FloraHolland Magazine features an in-depth article about her. The Supervisory Board is delighted that both the GMM committee and the works council have expressed their faith in Caroline and are in favour of presenting her nomination to the GMM.

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Attendance

According to the attendance list, 366 members were present, representing 6.12% of the total number of members and 16.63% of the number of votes.

1. Opening and confirmation of the agenda (webcast 1.06)

The chairman of the Supervisory Board, Mr. Bernard Oosterom, opened the general members’ meeting and extended a warm welcome to all those present and those observing remotely by the webcast. At this meeting it was possible to vote remotely, in fulfilment of an earlier promise. This was a pilot, in which the members present in the FloraHolland office in Nairobi were able to cast votes. It was also possible to ask questions via the webcast during the meeting.First, the agenda was confirmed as sent, and it was stated that Mr. Vos and Mr. Buchwaldt would address the meeting at the end.

2.Approval of the minutes of the general members’ meetings of (webcast 4.19)

a. 5 June 2014b. 10 July 2014

Approval of the GMM minutes is one of the tasks of the GMM committee.The specified minutes were approved on 24 June and 2 October 2014 by the GMM committee.There were no questions and/or comments regarding the minutes, so they were approved by the GMM.

3. Clarification of the developments in the cooperative and the company and theFloraHolland 2020 strategy plan by Lucas Vos, CEO (webcast 5.21)

The chairman handed the floor to Mr. Vos. For the complete introduction given by Mr. Vos, see the webcast on the FloraHolland website: FloraHolland.com.

Mr. Vos reviewed an eventful year, full of actions like the employees’ strike in February and the process the GMM on June 5 went through regarding the proposal of partially crediting the liquidity contribution to the member’s loan. He also considered the implementation of Kompas, the developments concerning the clock, and the sales through week 48/2014.

Then the focus turned to the FloraHolland 2020 strategy: Flowering the world together, planting seeds of opportunity for our members. He covered the process, the main themes and the proposed concrete implementation of the aims.All of the decisions to be taken must support the two specified aims:• Better margins for members and their customers • More consumers spending more on flowers and plants.• An important element is that FloraHolland works together with the customers to reach the consumers.• Starting on 1 January 2015, the following plans were initiated:• The New Auctioning: how to physically organise the marketplace in 2020, with a focus on optimal and stable price-setting

and for a much lower cost price than is currently the case.• World Flower Exchange; the virtual platform• Standards (quality, IT, logistics)• Consumer: marketing, understanding the consumer• LEAN/Six Sigma continuous improvement philosophy: change from the customer’s perspective, based on data and

incremental changes that are introduced while involving the customer. This method is important for the actual implementation of the developed strategy.

MinutesThese minutes were approved by the GMM committee on 28 January 2015.They will be presented for adoption at the general members’ meeting (GMM) on 4 June 2015.

Minutes of the general members’ meeting of FloraHolland, held on 11 December 2014 on level Phase J (trade fair floor) of the FloraHolland Naaldwijk location.

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Finally, the chairman remarked that the Supervisory Board was expressly involved with the strategy from the beginning. It provided frameworks on the one hand and room on the other for the Management Board, the Management Team and the complete involved team. The focus is good, but the consequences of stopping activities and/or services will become evident. The strategy is positioned in a rapidly changing market, where adjustments must be made continuously to keep up. The Supervisory Board has discussed this many times among itself and with the Management Board. In the most recent meeting the Supervisiory Board gave its unanimous approval. In its supervisory role, the Supervisory Board will naturally remain involved with the implementation, the speed of the implementation, the difficult moments during the implementation, and the investments.

At this point, the meeting was thrown open to the floor for questions about the state of affairs in the cooperative and the company and the FloraHolland 2020 strategy (webcast 55.35).

Mr. A. Sonneveld (adm.no. 28317) remarked that mention was made of investing €18 million in 2015 to support the new strategy. He asked whether this would be required as well in 2016, 2017, 2018 and 2019.The reply confirmed that the implementation of the strategy will extend over several years, but that no estimate can be made at this moment about how much investment will be needed in the future. Funds would have to be reserved for that purpose.

Mr. C.J.A. Hogenboom (adm.no. 3407) asked whether the high percentage of absenteeism could be due to insufficiently motivated personnel due to the poor attitude of the Personnel Department. The speaker gave examples of overflowing waste bins in the plant section and a poorly functioning message board at the clock. Mr. Vos agreed that poorly motivated personnel can be fatal for an organization. This problem is not entirely the fault of the Personnel Department, but the responsibility of all managers and executive members in the company. The absenteeism percentage is especially high in the Logistics Department in Naaldwijk and at Commerce. Many measures are required to implement changes in the personnel and the working environment. The company has been concentrating strongly on cost savings in the past period, but a number of matters (including deferred maintenance) have become urgent and appropriate action will be undertaken.Mr. Hogenboom stated that after talking with staff of the Personnel Department, it became clear that their ideas were too often dismissed by inexperienced managers. In his opinion, it would be better to listen to experienced staff.

In response to the question of Mr. J. van der Linden (adm.no.12455) about the delays experienced by trucks trying to pick up lock plates, Mr. Vos replied that the logistics process regarding supply was not properly harmonized. In Naaldwijk it is reasonably clear when trucks arrive and the logistics can anticipate that. In Aalsmeer that is much less the case. According to Mr. Vos, improvements could made throughout the entire logistics process.In response to the question of Mr. J. van der Linden (adm.no. 12455) about the number of members, it was stated that FloraHolland had 4,582 members at the end of 2013. Since then 29 resigned, leaving a current total of 4,553 members.

Mr. K.C.C. Doelman (adm.no. 30665) remarked that in the FloraHolland 2020 strategy, different invoicing systems were being combined (daily and weekly statements, sales and costs invoices). The speaker expressed his concern that the suppliers might not be able to continue managing their administration as each has their own system. The speaker asked that this become a point of attention and the process be monitored carefully. In response, Mr. Buchwaldt confirmed that they were aware of this problem. Simplification of the invoicing has been underway for some time and major changes are expected. One of the problems is indeed that every supplier handles their own administration in their own way. The ultimate aim is to have just one product invoice on the members’ side and just one services invoice. In 2015 the clock invoices from the export locations (except for Eelde) will be reduced to one product statement. This process will also cover the automation of the suppliers.

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4. Clarification of the annual accounts and the budget for 2015 by Rens Buchwaldt, CFO (webcast 01.08.16)

Mr. Oosterom handed the floor to Mr. Buchwaldt for a detailled clarification of the annual accounts and the budget for 2015.For the complete speech by Mr. Buchwaldt, see the webcast on the FloraHolland website: FloraHolland.com.

In his clarification Mr. Buchwaldt covered:• state of affairs with regard to the operational management• the economic developments (interest, exchange rates, inflation and economic growth)• the budget: turnover, proceeds, costs, results and investments• the charges (indexing of multi-use flower boxes and lock plates), levies and contributions• the contribution: to cover the GMM resolution to settle the operating loss for 2013, which is charged to the company’s own

assets, a proposal was made to increase both the fixed and the variable contribution to €2,850• (€600 + 0.5% over sales to €440,000). • leave the commission unchanged at 2.5% (1.6% basis including 0.2% promotion levy + 0.9% surcharge on the (florists)

clock and 0.3% surcharge on sales up to €1 million for direct flows with a maximum of €3,000). According to the statutes this is the adoption of the preliminary commission for the budget year.

• indexing the levies. The proposal is to increase the charges for lot and trolley levies by ca. 1%. Thus, the lot levy at the clock remains the same and the trolley levy is raised to €8.70. The trolley levy for direct flows will be €2.65.

At this point, questions were invited from the floor about the annual accounts and budget 2015 (webcast 01.32.00).

Mr. H.J. Groot Koerkamp (adm.no.38710) felt that the proposed increase in contribution was not a good idea because it involves a structural increase to cover an incidental item. The speaker affirmed that being a cooperative meant sharing the burden equally. In the proposal, however, smaller growers would be burdened more heavily than the average larger grower, and the speaker felt this does not reflect the nature of the cooperative. The speaker added that smaller growers could experience difficulties due to the heavier burden. In response, Mr. Buchwaldt remarked that there had been an extensive discussion about this problem, and it comes down to deciding what the best instrument is. The format of the contribution model means that larger suppliers pay a relatively smaller contribution, but in absolute terms contribute more in other charges (commission, etc.). Mr. Buchwaldt stressed that the cover of the operating loss in 2013 is a one-off event and added that the proposed new rate only covers a small proportion of it. He concluded that the proposed increase is beneficial, but ultimately amounts to €100 per year.

In reply to the question from Mr. J.P.C.M. Nederpel (adm.no. 509004) about the reserving of €4 million for opening up the Rijnsburg location among other matters, Mr. Buchwaldt stated that this sum covers costs for other FloraHolland grounds as well, such as connecting the N211 to the Naaldwijk location. Mr. Buchwaldt also remarked that it would be valuable to open up Rijnsburg to access from the A44, which would benefit the established customers. In any case, the customers are helping to pay for this access, because of the benefit they will gain from it. The speaker asked whether it concerned a prudent infrastructure improvement for the Rijnsburg location and would thus be a good investment. Mr. Nederpel commented that the Bleiswijk location is now closed and that he had not heard anything about the vision regarding the various FloraHolland locations in that respect. Mr. Nederpel asked about considering the costs for the opening up of the FloraHolland locations in that light. Mr. Buchwaldt confirmed that steps are currently being taken to open up all FloraHolland locations. It is possible to discuss whether all three export locations will ultimately become auction grounds, but this depends partly on the outcome of the discussion about the set-up of the New Auctioning scheme. According to the speaker, it is obvious that accessible grounds are more valuable. So whatever the future may bring, it is beneficial to have good access.

Mr. Jac. Hoogendoorn (adm.no.87654) reminded us that in the past summer a probing discussion was held about the reorganization and what to do about the operating loss in 2013. When calculating the sums involved by reducing the personnel by 12% and the budgetted €167 million in salaries in 2015, the speaker remarked that the savings in personnel appeared limited. Mr. Buchwaldt replied that the collective labour agreement was not the only component affected. Agreements about pension costs are also involved. In addition, the volume at the clocks fell less than anticipated. This latter aspect has a rather major effect. To be able to take substantial steps towards ultimately lowering costs by one-third, another way must be found to deal with the auction processes (the New Auctioning project). Mr. Vos added that it is important to remember that a great deal was realised in 2014 and that not everything is reflected in the figures for 2015.

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As mentioned earlier, Mr. A.H. Scheffers (adm.no. 25602) reminded us that FloraHolland lost 29 members in 2014. In the prognosis for 2015, a percentage loss of 4% has been specified. The speaker asked whether the specified percentage is realistic and matches the prognosis for the contribution. Mr. Buchwaldt stated that in the past few years the average drop in the membership was 4%. In 2014 this shrinkage was less due to the modification of the candidate membership form in the tree nursery sector leading to an increase in the number of members. He expects this to be a one-off development and that there will be an even greater drop than usual in 2015. We shall have to wait and see if it reaches 4%. Mr. Scheffers stated that reducing the costs by 1/3 while concurrently raising the commission and trolley levies does not seem plausible. In response, Mr. Buchwaldt stated that the FloraHolland 2020 strategy will have to lead to 1/3 reduction in costs. The current work is based on Kompas and maintaining the outcome at the same level with a number of adjustments in the operation and removing several expenses to compensate for some assumptions, like a reduced clock volume, etc. Concurrently, it was stated that charges would be indexed in the next three years. In 2015 several effects of the FloraHolland 2020 strategy will become evident, and it is hoped that they will contribute to the outcome. At the moment the agreements made in 2013 are being implemented. In other words: implementing Kompas with costs and proceeds in the sense of cost savings plus the application of indexing for 3 years. To this, the proposed increase in contribution has been added, as explained above.In reply to a remark from Mr. R.A. Buitelaar (adm.no. 14855) about the implementation of geothermal drilling in the Westland down to 4 kilometers depth, Mr. Buchwaldt confirmed that there are indeed plans to do this. They are currently being examined in terms of financial and economic feasibility and whether it is a sound investment. Discussions are being held with the Westland local authority and several other investors. The decision of what this will mean exactly will be made in the course of 2015.

Mr. J.A. Aarts (adm.no. 87141) commented on the increase in the lot and trolley levies plus the additional increase in the contribution. The speaker feels that this will negatively affect the share of the clock. According to the speaker, the smaller companies pay far more than the larger ones. The speaker considers this inequality within the cooperative. In reply, Mr. Buchwaldt stated that the proposed adjustments of the charges fit in the current system. A choice was made not to increase the lot levy and to eliminate the one for the florists clock in Naaldwijk and Eelde, which should change the levy increases for suppliers with relatively small lots (and usually these are the smaller suppliers). This should result in a relative improvement. Furthermore, Mr. Buchwaldt agreed with the concerns about maintaining the clock and keeping it affordable. That is an issue requiring attention. For 2015 the choices have been made as proposed. To keep the clock affordable and an instrument maintaining the optimal price-setting, such solutions will have to be found. It is not surprising that the New Auctioning project is the first one to be undertaken in 2015. It is evident that the opinions about the proposals vary.

Mr. H.N.M. de Jong (adm.no. 212495) ascertained that by reserving €18 million for the implementation of the FloraHolland 2020 strategy in 2015, the budget will have a zero result. The speaker assumed that considerable thought was given to the extensively changing market. Then Mr. De Jong asked whether implementation of the strategy would be slowed down if the changes turned out to have a negative effect in the first year, which he feels should be a point of consideration for the Supervisory Board. Mr. Buchwaldt replied that the preferred first step would be to adjust the operation to achieve a positive result. Only when it really seems to be necessary will attention be turned to the expenses for implementing the strategy. The speaker added that the strategy in principle is self-financing. If this does not entirely prove to be the case in 2015, but there is the conviction that it will prove to do so over the entire term to 2020, then it will not be necessary to intervene to stop actions.

Mr. J.A.A.M. Kester (adm.no. 22395) asked whether it is possible to list the products of the stated 84% of sales that are generated by 20% of the members. The speaker also asked about the composition of the members’ products. As this is an important point but not a question about the budget, the chair asked the speaker to talk to the Management Board about this after the meeting.

Mr. K.C.C. Doelman (adm.no. 30665) finds the graduated scale does not reflect the cooperative. He also can no longer find the buyer’s costs per week in the formulation and wondered whether it had been given another name. Mr. Buchwaldt stated that the buyer-grower-week systematic arrangement had not changed. Mr. Doelman commented that the process is unchanged, and the buyer’s cost per week is a digital transaction, and the supplier must always keep in mind that a bucket with products is delivered to a particular buyer. The speaker asked whether this post could be incorporated in the general commission. Mr. Buchwaldt stated that it was decided to leave the system unchanged for 2015 and only to adjust a number of charges. We must realise that every change in the system has major consequences for the redistribution of the costs. That is why lengthy discussion first considers whether the proposed long-term changes are sensible and should take into account both the collective and the individual effects. Finally, Mr. Doelman argued for not unilaterally applying the principle the one making the costs also pays for them.

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5. Proposal to set the contribution, the commission and the levies for 2015 (webcast 02.06.30)

The chairman brought to the vote the proposal to set the contribution and the levies, as presented under point 4.It concerned an increase in the contribution to a maximum of €2,800, with the fixed portion amounting to €600 and the variable portion being 0.5% over sales up to €440,000.In addition, the commission and lot levy remain the same but are eliminated for the florists clock at Naaldwijk and Eelde. Also, the trolley levy rises to €2.65 and the charges for multi-use flower boxes and lock plates will be indexed.

VoteAgenda item For % Against % Total Abstention No-votes5 4.151 86,26% 661 13,74% 4.812 84 26

With this result of 86.26% in favour, the contribution, commission and levies for 2015 were resolved accordingly.

6. Repayment of members’ loan (webcast 02.09.23)a. 2005 annual installment for the former Aalsmeer flower auction b. 2007 annual installment for the former FloraHolland

Based on the transitional provisions in the statutes (article 41.2.2c) the old rules concerning the repayment of the annual installments of the members’ loan built up before the fusion remain in force for the members of former Aalsmeer flower auction and the former FloraHolland.This means that the members of the former Aalsmeer flower auction are eligible for repayment of the annual installment in 2005 (ca. €8.5 million) and the members of the former FloraHolland for the repayment of the annual installment in 2007 (ca. €14.3 million). The Management Board proposed to the general members’ meeting to transfer the entire sum for these annual installments (ca. €22.8 million) to the members.

The chairman presented agenda items 6a and 6b for a vote.

VoteAgenda item For % Against % Total Abstention No-votes6 a/b 4.708 97,45% 123 2,55% 4.831 78 13

With this result of 97.45% in favour, the proposed repayment of the members’ loan 2005 annual installment for the former Aalsmeer flower auction and 2007 annual installment for the former FloraHolland is resolved accordingly. The chairman announced that the sums owed would be paid on 9 January 2015.

7. Sale of auction building in Bleiswijk (webcast 02.12.13)

The chairman handed the floor over to Mr. Buchwaldt for his clarification.

This year the clock activities at Bleiswijk were transferred to Naaldwijk and integrated in the new florists clock. Aside from the rental of commercial space and the logistics services provided to the customers who have chosen to remain in Bleiswijk, FloraHolland has no direct involvement there. The auction building in Bleiswijk is thus no longer needed for the operational management of FloraHolland. The Management Board therefore feels that the complex (office + halls) of 120,000 m2 on 25 hectares of ground (including the surrounding green area and water) can be sold. The Supervisory Board has approved this proposed resolution. The open area of Greenparc Bleiswijk, ca. 8 hectares next to the A12, has been for sale for some time.Naturally, the intention is to obtain as high a return as possible. Therefore, a sales plan has been prepared in collaboration with the realtor Jones Lang Lasalle. The aim is to sell the entire complex. According to article 23.3 of the statutes, the ALV must approve the disposal of material assets (including real estate), if it involves a sum or value exceeding €20 million.A higher return is expected, and to arrive at an orderly and decisive conclusion of the sale, the Management Board asks the ALV for approval to sell. On the basis of this approval, the sales plan will be initiated, and the Management Board will submit the definitive negotiation result – once it is achieved – to the Supervisory Board for its approval. Then the transaction can be concluded and the members will be informed of the result.

After this clarification the chairman invited questions from the floor.

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Mr. C.J.A. Hogenboom (adm.no. 3407) asked what would happen if the selling price for this complex does not reach €20 million. The speaker would like to see an addendum to the mandate requested of the ALV promising that the complex will not be sold for less than €20 million. Mr. Buchwaldt stated that the GMM is being asked to grant a mandate to allow the executive (the Management Board) and the supervisory directors to decide on the actual transaction. The mandate requested from the GMM is to arrive at an economically sound transaction within the mandate. This does not involve setting a lower limit or including addenda. The mandate involves carrying out the transaction. The chairman repeated that the sale would not go through at any price, it would be preceded by a thorough examination, and approval is required from the Supervisory Board for every transaction.

Mr. J. Bos (adm.no. 458) asked how FloraHolland intends to deal with the tenants who are currently working at the Bleiswijk location and may have to deal with another landlord later, who will probably set other requirements. In reply, Mr. Buchwaldt indicated that the ownership position of FloraHolland at this location is independent of the service provision offered at this location to suppliers and/or tenants. The tenants who are still established at the Bleiswijk location have been approached about the consequences, the service provision and long-term rental to give them clarity and protection. Rental of the space at this location is not only in the interests of the tenants, it is also important for the sale and to the new owner. The speaker confirmed that the tenants at this location would be treated fairly.

This was followed by voting on agenda item 7

VoteAgenda item For % Against % Total Abstention No-votes7 4.556 93,09% 338 6,91% 4.894 4 24

With this result of 93.09% in favour, the GMM mandates the sale of the auction building in Bleiswijk, as proposed.

8. Reappointment of supervisory directors (webcast 02.20.50)a. Cees van Rijnb. Joris Elstgeest

Mr. Cees van Rijn and Mr. Joris Elstgeest have retired in accordance with the retirement rota and are eligible for re-election.Both gentlemen have talked to the GMM committee. The GMM committee informed the Supervisory Board that it approves both candidates and will not be exercising its right to object.The Works Council also stated that it will not be exercising its right to object.The retirement rota is published on the FloraHolland website as a supplement to the Supervisory Board Regulations.

This was followed by voting on agenda item 8a.

VoteAgenda item For % Against % Total Abstention No-votes8a 4.083 90,39% 434 9,61% 4.517 182 223

With this result of 90.39% in favour, Mr. Cees van Rijn is reappointed as a member of the Supervisory Board.

This was followed by voting on agenda item 8b.

VoteAgenda item For % Against % Total Abstention No-votes8b 4.152 92,64% 330 7,36% 4.482 133 307

With this result of 92.64% in favour, Mr. Joris Elstgeest is reappointed as a member of the Supervisory Board.The chairman congratulated Mr. Van Rijn and Mr. Elstgeest on their reappointment and thanked the meeting on their behalf for the trust shown in them.

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9. Resignation of supervisory director Franswillem Briët (webcast 02.26.23)

In October of this year, Mr. Franswillem Briët announced his intention to resign for health reasons at the GMM of 11 December 2014. This is a year earlier than anticipated in the retirement rota. Given the short period between the announcement and the ALV, it was not possible to find a candidate successor. The Supervisory Board therefore decided to present a proposal for a successor to the meeting on 4 June 2015.

The chairman briefly reviewed the period since December 2006 when Mr. Briët became a supervisory director. He started as a supervisory director with the former VBA and continued at FloraHolland from 2008 (partly as chairman of the RvC). Mr. Briët was the supervisory director tasked with the HR profile and was involved in that capacity in the discussion with the Works Council.

The chairman was saddened by the situation, although it was understandable and also sensible for Mr. Briët to resign his position under the given circumstances, and thanked him for his involvement.Then the chairman announced that the Supervisory Board had unanimously decided to award Mr. Briët the FloraHolland Diamant in recognition of his efforts and involvement in FloraHolland over the past few years. After pinning on the decoration, the chairman presented Mr. Briët with a bouquet of flowers and congratulated him.

Then Mr. Briët addressed the GMM and thanked the chairman for those kind words. The speaker was also saddened to leave his position a year earlier than planned but was forced into this decision by medical reasons. It was especially sad because he had always enjoyed doing this job.Mr. Briët complimented the Management Board members, Lucas Vos and Rens Buchwaldt, for the way they presented themselves, analysed the company and got it ready for the future, which generated trust, appreciation and pride. Finally, he wished Mr. Vos and Mr. Buchwaldt every success and thanked the GMM for the trust it placed in him.

10. Any other business (webcast 02.39.11)

The chairman opened the meeting for any other business. As usual, any other business is meant for bringing up general matters and formulating questions briefly.

Mr. F.G.M. van der Knaap (adm.no. 38142) asked for a commitment to include a number of members from the start of the promised evaluation of the revised administrative structure (from 1 January 2014 it changed from a 3-layer to a 2-layer structure). The intention is to stress the cooperative aspect and to form an objective idea. The speaker added that he would be willing to participate and he considers it important to examine what happened in the period around the resolution. The chairman reminded the audience that it was agreed at that time to conduct an evaluation of the administrative structure after two years. Now it is thought to be valuable for various reasons to carefully evaluate the situation after one year and incorporate the experiences of the members. The Supervisory Board will start to do this in February 2015. Consideration will be given to the suggestion to make the evaluation broader by including more people than just the Supervisory Board. The chairman agreed that several members would be approached about this, and communication about this topic will follow.

Mr. A.F. Vreugdenhil (adm.no. 21608) asked about what Q7 cargo brokers in Kenya involves and what annual costs are associated with them. Mr. Buchwaldt replied that this activity concerns the supply logistics from Kenya in particular to the FloraHolland locations, and the associated costs are roughly covered by the income generated. In response to the follow-up question from Mr. Vreugdenhil about whether this activity will continue in the future, Mr. Vos remarked that all activities and projects and thus also Q7 will be examined within the framework of the FloraHolland 2020 strategy for their compliance with the two formulated aims:• better margins for the members and their customers and• more consumers spending more.

Mr. C.J.A. Hogenboom (adm.no. 3407) expressed profound appreciation for the efforts of both Management Board members, Lucas Vos and Rens Buchwaldt, in the past year which was full of so many demands on their attention. The speaker also drew attention to the need for a rapid resolution process regarding keeping the Rijnsburg location open and at which location to auction the plants and flowers. The speaker is afraid that otherwise investments will be made that will have to be written off later. Mr. Hogenboom feels that leaving the resolution until 2020 will be too late. In the context of cost savings, the speaker suggests having the auctioneers visit the suppliers after the auction.

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Mr. R. Roest (adm.no. 86836) asked about the status of the 24/7 Green project, an initiative to involve the consumer more in horticultural products. In response, Mr. Vos stated that FloraHolland and the VGB applaud this initiative, but want to contribute more in a customer-supplier relationship to this project. Looking at the current situation, Mr. Vos considers it unwise to invest in this project at this time. In reply to the question from Mr. J.A. Aarts (adm.no. 87141) about the writing off of €20 million in 2013 in relation to the realisation of Kompas, Mr. Buchwaldt stated that arriving at just one clock was never part of Kompas. Several matters are described in Kompas, the most important being the reduction of personnel. This part is more or less complete and realised within the set budget. In addition, several other matters, like introducing more flexibility in the collective labour agreement, were achieved. It can also be concluded that a number of matters were realised sooner than expected, and the total proceeds in the sense of cost reduction conforms to or even slightly exceeds what was expected originally. In short, Kompas is complete and delivered what was promised.

Mr. A.J.J. van der Zwet (adm.no. 516996) drew attention to an important part of the quality policy. According to the speaker, this matter has been discussed for years and it is high time to remove the small percentage of suppliers who are negatively influencing the quality image. In response, Mr. Vos confirmed that the quality policy of FloraHolland has not changed. The intention is to leave this to the influence of market forces, but this is not always successful. We now know which suppliers are causing the problem and the focus will turn to them. From January 2015 intervention teams will start their work. If mistakes are made more than twice, then the products in question will no longer be auctioned. The costs of these intervention teams will be charged to those parties causing the quality problem.In reply to the question from Mr. J.H.M. Buijs (adm.no. 29787) about the contribution to trade of the FloraHolland 2020 strategy in terms of promotion, etc., Mr. Vos stated that it had been agreed with the VGB to examine how the promotion for the next few years can be jointly stimulated in 2015. According to the speaker, customers have indicated that they are not happy with the realisation that they no longer contribute to Flower Council Holland.

The chairman shared the message from Kenya via the webcast that the FloraHolland cooperative was thanked by the suppliers present for the opportunity to vote remotely.

FloraHolland 2020 StrategyTo conclude any other business, Mr. Vos and Mr. Buchwaldt turned to the FloraHolland 2020 strategy to round off the process and to confirm that the strategy is ready and set in the context of history to link it to the future.Then Mr. Vos and Mr. Buchwaldt presented the oldest and youngest voting members present with a copy of the FloraHolland 2020 strategy brochure. After the end of the ALV, this brochure will be distributed to all members present. Other members, customers and staff will receive the brochure by post in the next few weeks. The strategy can also be downloaded online from today.

11. Conclusion (webcast 03.00.40)

To conclude, the chairman briefly reviewed the course of this meeting.Furthermore, the speaker thanked the staff providing the organisation and technical support of this GMM. Those following the meeting via the webcast were also thanked for their participation.Finally, the speaker thanked those present for coming, and he reminded them to hand in their voting devices and smartcards as they leave – including the ones in the FloraHolland office in Kenya.He wished everyone success in business for the rest of December, happy holidays and a great New Year. With these words the chairman declared the meeting closed.

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