Greenyard NV — Proxy Solicitation & Information Statement 2016

Sep 16, 2016

GREENYARD FOODS

public limited liability company Strijbroek 10 2860 Sint-Katelijne-Waver (Belgium) RLP Antwerp, Mechelen division VAT BE 0402.777.157

INFORMATION ON THE SHAREHOLDERS' RIGHT TO HAVE ITEMS PUT ON THE AGENDA AND TO LODGE RESOLUTION PROPOSALS

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One or more shareholders who alone or collectively hold 3% of the company's share capital may request the company in writing to place one or more items on the agenda of the ordinary general meeting and the extraordinary general meeting and to include resolution proposals relative to items on or to be included on the agenda.

Shareholders exercising this right must satisfy the following two conditions:

• they must be able to show, on the date of the request, that they are in possession of 3% of the company's share capital; and
• they must be able to show that, on the registration date (i.e. Friday, September 2, 2016, at midnight (24.00 hours) CET), they are still shareholders to the extent of the said percentage.

Requests must, as the case may be, set forth the wording of the items to be dealt with and the relevant resolution proposals or (solely) the wording of the resolution proposals to be included on the agenda. Each request must also mention a postal or e-mail address to which the company requires to send proof of receipt of the request.

The company must have received the written requests by ordinary post or e-mail no later than Thursday, August 25, 2016, at 4 p.m. (CET). The company shall confirm receipt of the requests by ordinary post (Greenyard Foods NV, for the attention of Ms Fran Ooms, legal counsel, Strijbroek 10, 2860 Sint-Katelijne-Waver) or e-mail (ir@greenyardfoods.com) within a period of 48 hours of receipt.

As the case may be, the supplemented agenda will be notified no later than Thursday, September 1, 2016. Simultaneously, the company will make available to the shareholders on its website (www.greenyardfoods.com, under Investor Relations, Corporate Governance, General Shareholders' Meetings) the form that can be used for voting by proxy supplemented with the additional items and the relevant resolution proposals that might be placed on the agenda and/or with just any resolution proposals that might be formulated.

Proxies notified to the company before notification of a supplemented agenda nonetheless remain valid but only for the items included on the agenda for which they were issued. The proxy may deviate from any instructions by the principal as regards items included on the agenda for which new resolution proposals have been formulated if compliance with those instructions might harm the principal's interests. If the case arises, the proxy must notify the

principal of this fact. If the principal also wants the proxy to be able to vote on any new items on the agenda, he must state this expressly in the proxy.

The company must be notified of the proxy by ordinary post or e-mail no later than Friday, September 9, 2016. If notice is given by e-mail, the original proxy must subsequently be lodged at respectively, the ordinary general meeting and the extraordinary general meeting.