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GMM Invitation

InvitationGeneral Members’ Meeting

Thursday 11 December 2014

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Invitation FloraHolland General Members’ Meeting

Dear Sir/Madam,

We are very pleased to invite you to the FloraHolland General Members’ Meeting (GMM).

The details are as follows:

Date: Thursday 11 December 2014Location: FloraHolland, Middel Broekweg 29, Naaldwijk, the NetherlandsBegins: 7:30pm

The meeting will be held on floor Fase J. Signs on the auction location will direct you to the correct parking lot.

A hot buffet will be served before the meeting. The room will be open from 5:30pm onwards, and the buffet will be available from 6:00pm.

In addition to the agenda and a proof of voting rights, please also find enclosed the minutes of the General Members’ Meetings held on 5 June 2014 and 10 July 2014.

You will find the number of votes that you may cast in the enclosed proof of voting rights. You need to activate this proof of voting rights in order to cast your vote. You can do so at the designated counter. As was the case during the previous GMM, it is still possible to register and pick up a voting keypad and voting pass from agenda item 5 onwards, but only at the designated counter.

If you are unable to attend, you may authorize someone else to vote on your behalf. For further information see the enclosed proof of voting rights.

Please remember to bring your signed proof of voting rights along with the agenda.

If you cannot attend, but would like to follow the meeting live, you can log in via your own MyFloraHolland account. You can then ask questions live, provided they are relevant to the subjects of the agenda items andIor are suitable as Any Other Business.Other interested parties can follow the meeting via www.floraholland.com/alv but cannot pose any questions.

As part of a pilot, members in Kenya attending a central meeting will also have the opportunity to cast their votes live during this GMM. Once the pilot has been concluded an evaluation will be held with the GMM committee.

We look forward to seeing you on Thursday 11 December!

Kind regards,FloraHolland

Lucas Vos Rens BuchwaldtAlgemeen directeur Financieel directeur

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GMM Invitation

Agendafor the FloraHolland General Members’ Meeting to be held on Thursday 11 December 2014 in the designated room on Fase J (the trading floor) at the FloraHolland location in Naaldwijk.

1. Opening and confirmation of the agenda

2. Approval of the minutes of the FloraHolland General Members’ Meetings of 5 June 2014 and 10 July 2014 3. Presentation of developments in the cooperative and the company and regarding the FloraHolland 2020 strategic plan by the General Manager, Lucas Vos 4. Presentation of the Annual Plan and budget for 2015 by the Financial Director, Rens Buchwaldt 5. Proposal to determine contributions, commissions and levies for 2015 (see further information) 6. Repayment of member loan (see further information) a. 2005 annual installment – former Aalsmeer flower auction b. 2007 annual installment - former FloraHolland

7. Sale of Bleiswijk auction building (see further information)

8. Re-appointment of Supervisory Board members (see further information) a. Cees van Rijn b. Joris Elstgeest

9. Stepping down of Supervisory Board member Franswillem Briët (see further information)

10. Any other business

11. Conclusion

GMM Invitation

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Further information on the agendaFurther information on agenda item 4: Annual Plan and budget 2015See below for FloraHolland’s 2015 budget. The 2015 budget includes €18 million for implementation of the FloraHolland 2020 strategy, making neutral the operations budget for 2015.

Operations (x � 1 million) Forecast for 2014 Budget for 2015

Turnover 4.268,3 4.332,9

RevenueCommissionContributionLot and auction trolley leviesLogistics resources rentalMiscellaneous revenuesTotal revenues

CostsLabor costsGeneral costsInterest costDepreciation costsTotal costs

93,48,7

69,377,7111,0

360,1

170,687,916,475,7

350,6

93,39,5

66,476,2112,8

358,7

166,888,415,073,0

343,2

Operating result 9,5 15,5

Budget of FloraHolland 2020Profit from participating interests/special items

0,01,5

- 18,02,5

Profit before tax 11,0 0,0

RevenueThe revenue for 2015 is budgeted at €358.7 million, which is 0.4% less than the 2014 forecast. With the commission remaining at the same level, the commission revenue is lower due to the continued shift of sales from auction to direct channels. The revenue from the contributions is also lower, as the contribution amount has increased (see rates proposal), while the number of suppliers has fallen (-4%). The revenue from lot and auction trolley levies are lower due to a drop in the number of auction lots (-7%) and trolleys (-6%) and a general increase in rates, for example approximately 1% for lock plates. The rental rate for the multi-use flower box will be increased by €0.01, while the income from the rental of logistics resources is lower as a result of the lower auction volume.

Labor costsTotal labor costs are budgeted at €166.8 million. The budgeted labor costs are thus lower (2.2%) than the 2014 forecast as a result of the Kompas measures, and the accommodation by the logistics departments of the lower auction volume (trolleys -6% and transactions -3%) against the backdrop of the higher price index (collective labor agreement and pension costs) of +2.9%.

General costsThe general costs are budgeted at €88.4 million, which represents an increase of 0.6%, primarily as a result of indexations and a number of structural cost savings across the budget.

Interest and depreciationA stable and low interest rate level is assumed. In addition, the depreciation costs have dropped due to lower investments than the budgeted level of depreciation. This difference positively effects the cash flow (€25 million).

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GMM Invitation

Implementation budget for FloraHolland 2020In 2015, a start will be made on the implementation of FloraHolland 2020. The implementation costs for 2015 are budgeted at €18 million.

InvestmentsFor 2015, €52 million is budgeted for investments, primarily concerning replacement investments for buildings and modernization investments for ICT. During 2015, the decision may be taken to make additional investments in the context of the implementation of FloraHolland 2020.

N.B. This agenda item is for informational purposes and is not open for voting by the GMM. Agenda item 5 regarding the rates

is open for voting.

Further information on agenda item 5: Proposal to establish the 2015 contribution, commission, and levy amounts It is proposed that for 2015 the commission remain unchanged. Pursuant to the Articles of Association, this agenda item concerns the establishment of the preliminary commission for the budget year. An increase is proposed for both the fixed and variable contributions in order to cover the operational loss that was absorbed by FloraHolland’s 2013 equity. An increase of approx. 1% is proposed for the lot and auction trolley levy rates. In addition, it is proposed that the auction lot levy remains unchanged and that the trolley levy is increased to €8.70 (2014: €8.55). The direct channel trolley level proposal is €2.65.

Contribution2014 22.350,- (e500,- + 0,5% of sales up to 3370.000,-)2015 22.800,- (e600,- + 0,5% of sales up to 3440.000,-)

Commission, trolley and lot levy Clock1) sales Florists’ clock Direct flows 2014 2015 2014 2015 2014 2015

Commission for members basic2) 1,6% 1,6% 1,6% 1,6% 1,6% 1,6% surcharge 0,9% 0,9% 0,9% 0,9% 0,3% 0,3%3)

total 2,5% 2,5% 2,5% 2,5% 1,9% 1,9%

Lot levy €2,05 €2,05 €2,05 € - €3,05 €3,05

Trolley levy stw €8,55 €8,70 €8,55 €11,00 €2,60 €2,65 CCs €9,55 €9,70 €9,55 €12,00

1) with the exception of florists’ clock2) including 0.2% promotion levy3) 0.3% surcharge is on sales up to 11 million (max. 33,000)

Further information on agenda item 6: Member loan repaymentIn accordance with the provisions of the Articles of Association dealing with the transition — Article 41(2)(2c) — the former regulations governing repayment of the annual installments (which accrued prior to the merger) of the member loans will remain in effect for members of the former Aalsmeer flower auction and the former FloraHolland.

This means that the members of the former Aalsmeer flower auction will be eligible for the repayment of the 2005 annual installment (approx. €8.5m) and the members of the former FloraHolland for the repay-ment of the 2007 annual installment (approx. €14.3m). The Management Board recommends that the GMM pay out the total amounts of these annual installments (approx. €22.8m) to the relevant members.

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Further information on agenda item 7: Sale of Bleiswijk auction buildingThis year, the Bleiswijk auction activities were relocated to Naaldwijk to be integrated into the new florists’ clock. With the exception of the rental of the business units and the logistics services for the customers that have chosen to stay in Bleiswijk, FloraHolland is no longer directly involved in Bleiswijk. The Bleiswijk auction building is therefore superfluous to FloraHolland’s business operations. The Management Board is therefore of the opinion that the complex (office and halls) of approx. 120,000m2 and approx. 25 hectares of land (including surrounding green space and water) can be sold. This decision has now been approved by the Supervisory Board. The undeveloped land of Greenparc Bleijswijk of approx. 8 hectares adjacent to the A12 has already been for sale for some time.

Of course, the aim is to receive as high a price as possible. To this end, we have prepared a pre-sales phase in collaboration with the Jones Lang Lasalle real-estate agency. The intention is to sell the complex as a whole. Pursuant to Article 23.3 of the Articles of Association, approval from the GMM is required for the transfer of title of tangible fixed assets (including real estate), if this involves an amount or value of over €20 million.

We expect a higher return, so in order to settle the sale properly and effectively, the Management Board hereby requests approval from the GMM to pursue this sale. Following this approval, the pre-sales phase will be launched and once the definitive outcome of the negotiations has been established, the Manage-ment Board will present it to the Supervisory Board for approval. At this point, the transaction can be completed and the members will be informed.

Further information on agenda item 8: Re-appointing Supervisory Board membersAccording to the resignation roster, Mr. Cees van Rijn will be stepping down and will be eligible for re-appointment.According to the resignation roster, Mr. Joris Elstgeest will be stepping down and will be eligible for re-appointment.Both gentlemen have met with the GMM Committee and the Committee has informed the Supervisory Board that it has confidence in both candidates and does not wish to exercise its right to object. The Works Council has also announced that it does not wish to exercise its right to object. The resignation roster is available on the FloraHolland website and as an appendix to the Supervisory Board Regulations.

Further information on agenda item 9: Resignation of Supervisory Board member Franswillem BriëtIn October of this year, Franswillem Briët indicated that for health reasons he would like to resign during the GMM of 11 December 2014, which is one year earlier than scheduled in the resignation roster. Due to the short period between the announcement and the GMM in questions, there has been no opportunity to find a new candidate. The Supervisory Board has therefore decided to prepare a proposal for a successor for presentation in the spring GMM of 4 June 2015.

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GMM Invitation

MinutesThese minutes were approved by the GMM Committee on 2 October 2014.To be submitted for approval at the General Members’ Meeting of 11 December 2014.

Minutes of the FloraHolland General Members’ Meeting, held on 10 July 2014 on the Plant floor (level 10.80m) of FloraHolland’s Aalsmeer location.

Attendance

According to the attendance list, 372 members were present, representing 6.14% of the total number of members and 26.20% of the number of votes.

1. Opening and confirmation of the agenda (webcast 03.42)

The chairman of the Supervisory Board, Mr. Bernard Oosterom, opened this extraordinary General Members’ Meeting (GMM) and welcomed the attendees on behalf of the Supervisory Board and the management. It is also possible at this General Members’ Meeting to ask questions via the webcast. These questions are received by Mariëlle Ammerlaan and will be forwarded by her to the management to be answered.Attention was then turned to the GMM Committee. Based on Article 29 of the Articles of Association, this Committee, led by Mr. Ad van Marrewijk, ensures compliance with GMM procedures. One of the roles is to assess the minutes of the GMM. The report of the previous GMM of 5 June has now been assessed by this committee and approved. The report of this meeting will be adopted in the autumn meeting on 11 December 2014 in Naaldwijk. The same will apply to the short and long minutes that will be drafted of this meeting. This GMM will also be available for viewing on the FloraHolland website.Furthermore, the GMM committee shall supervise the course of the voting procedures at this meeting.

A special welcome was given to one member of the cooperative, Mr. J.A. (Jan) Aerts, who was celebrating his seventieth birthday on the day of the meeting but considered it important to attend the GMM that evening. Mr. Aerts was wished many happy returns.

In order to check whether everything is functioning properly a test with the electronic voting was held on the following matter: ‘Have you attended one of the regional meetings?’ The outcome of this test vote revealed that everything is working properly.

The chairman then proceeded to discuss the next item on the agenda.

2. Proposal to partially credit liquidity contribution (0.75% to the member loan) (webcast 08.33)

Here, the chairman gave the floor to the management.Lucas Vos warmly welcomed the attendees to this closed GMM on behalf of Rens Buchwaldt.As was the case during the recent additional regional meetings, the management provided further clarification of this agenda item.After the clarifications there will, of course, be another opportunity to ask questions.In the extensive clarifications provided by Mr. Vos and Mr. Buchwaldt, attention was paid to the following aspects:• Covering the loss with a review of the GMM held on 5 June, a follow-up with opinions, options, considerations and choice

and interaction with the members and finally the proposal to the GMM.• GMM of 5 June 2014: turnout, outcome of the agenda item concerning crediting half the liquidity contribution for 2013

voting and the reasons for the outcome of the vote with pros and cons.• Feedback from the regional evenings held in the run-up to this GMM.• The steps taken after the GMM on 5 June 2014.• The reasons behind the 2013 loss of € 30.7 million.• Business operations in relation to reduction in the costs.• The frameworks and requirements with which the new proposal to the GMM must comply.• How to deal with the operating loss.• The principle and functioning of the liquidity contribution.• Options for the new proposal to the GMM which have been discussed with the Advisory Councils.• The proposal on how to cover the 2013 loss.

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In his summary Mr. Buchwaldt pointed out that there are three possible available options that are in line with the set frameworks and all three are feasible.Mr. Vos said that the three possible and stated options have been discussed with the Advisory Councils, whereby the focus was on the benefits and disadvantages of all three options. The Advisory Councils were deliberately not been requested to express their preference about the various options.Ultimately, following the discussion with the Advisory Councils the management opted to use 0.25% of the liquidity contribution to cover part (€ 11 million) of the total loss in 2013 and to debit the remaining loss after tax (€ 15.6 million) to the general reserve. As a result, solvency decreased by 1.8% to 21.4%, which is lower than the desired figure of approximately 25%. Part of the problem is being deferred to the future with this option. Of course, any solution will still have to be discussed.Mr. Vos also remarked that hopefully this problem has now been sufficiently clarified and explained and added that in retrospect it would indeed have been better if the additional regional meetings had taken place earlier in the run-up to the GMM on 5 June.The new proposal formulated by the management to the GMM has been approved by the Supervisory BoardMoreover, the overall process for the new proposal has been run through with the banks and accountants.

(Webcast 59.33)The chairman thanked the management for the detailed clarifications and gave attendees the opportunity to ask questions based on the presentations.Before doing so, the speaker said he would respond to the remark by the management that it is the members who have chiefly responded to the loss of Ciccolella. According to the chairman, in 2013 the management at the time was responsible for the decisions taken. The speaker added that he found it frustrating that the impression was given that the loss of Ciccolella would not have great financial implications for FloraHolland.

In reference to the handover of a book to the chairman about management in the GMM about 2 years ago, Mr. P.A.M. Barendse (adm.no. 18370) determined that FloraHolland is returning to the essence of the organization and would no longer participate in trading companies and any kind of risky business. The speaker added that costs first have to be incurred for savings to be made. In his opinion, FloraHolland must first bite the bullet and the good times will follow since savings are necessary after the current reorganization. Next, Mr. Barendse called on the meeting to vote in favor of the proposal and said that he hoped good old common sense will prevail for the benefit of a healthy future for FloraHolland.Mr. C.J.A. Hogenboom (adm.no. 3407) said he appreciated the clarifications provided. However, he cannot help feeling that the argument postulated in relation to the banks is just a myth. Following his own particular personal experience with Rabobank and ABNAmro bank Mr. Hogenboom said that, in his opinion, it is not important to the banks whether the loss is paid from the liquidity contribution or from the general reserve because more than 60% of the liquidity pot is pledged to the banks. The speaker believed that if FloraHolland had adopted a smarter approach in tackling the issue - by, for example, charging a tenth or two-tenths more in the first two years - an extraordinary GMM would not have been necessary. His strongest argument against the use of the liquidity contribution to cover the 2013 loss was that this now comes on top of the collected commission of 1.6%. Finally, the speaker indicated that he was still against the proposal.Mr. M.J. van der Weijden (adm.no. 120525) remarked that he found the proposal that was made in the GMM on 5 June a better proposal. The speaker added that, in his opinion, the new proposal on the table does, however, need approval because FloraHolland has to move forward. Next, the speaker said that the proposal actually comes down to an increase in the Connect price of 20% and an increase of 10% for the clock. Is this included in the price calculations? The speaker also said that the analysis by the opponents in the GMM on 5 June omitted to say that in the GMM last year around 30% of the members voted against the change in the governance structure as at 1 January 2014, which – according to the speaker - provides an indication of the trust in the new structure. This ought to be recognised, in his opinion. In addition, he believed that the mood and situation in the sector also play a role. The speaker believed that there are a number of reasons for taking a good look at the developments in relation to financing the cooperative because with the adjustment to the proposal to use 0.25 liquidity levy to cover the 2013 loss instead of 0.5% the cooperative’s own financial position will be eroded.In a reply Mr. Vos commented that the plan was to hold the discussion on prices and the member/non-member policy in the June meeting of the Advisory Councils. As a result of the events in the GMM on 5 June the Advisory Councils have focused fully on the issue of how to cover the loss in 2013 in preparation for a new proposal to the GMM. The discussion about the prices is now scheduled for the September meeting of the Advisory Councils.Regarding said administrative reform, Mr. Vos commented that this aspect has been very much an issue during the regional evenings. Members have concerns about the influence they have on the FloraHolland organisation and if the latter is not becoming too large and too much at a distance from members. It is the responsibility of FloraHolland management to devote attention to this in all kinds of ways via regional evenings, FPCs and Advisory Councils. According to the speaker, in the past six weeks the management, the Supervisory Board and the Advisory Councils have been asking themselves to what extent there has been in contact with the members and suppliers.Whereupon, Mr. Buchwaldt said that he has explained what FloraHolland’s current financing structure consists of. Rightly the remark has been made to consider how to finance the FloraHolland cooperative in future.

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GMM Invitation

The prices should be regarded as an integral part of the financing structure. This issue forms one of the elements of the FloraHolland strategy to be developed: ‘FloraHolland 2020’, currently under development. The speaker does not deem it appropriate to prejudge the situation.In this connection Mr. M.J. van der Weijden (adm.no. 120525) noted that in particular the manner of decision making is important and he asked for attention for this.

Next, Mr. Buchwaldt articulated three questions received via the webcast from Mr. M. Olyerhoek (adm.no. 502824):1. Why does FloraHolland invest in exporters and if this is happening why is there no control over the situation and why has

there been no timely intervention? In response Mr. Buchwaldt stressed that FloraHolland does not invest in exporters. It is FloraHolland policy to help exporters in developing real estate. This policy dates back around 15 to 20 years or possibly even longer and enables exporters to develop. Overall, this has generated revenues for the FloraHolland cooperative and has helped to keep prices lower, build up equity, etc. Through the development of these exporters and by helping them with financing they have been able to focus on the market and thereby contributed indirectly to the growth of the entire Dutch cluster. However, this is not easy to quantify. According to the speaker, this does not constitute an excuse for the failure of business with Ciccolella. It is however a step too far to say there was no control over this.

2. If there is a one-off agreement with the proposal, how about losses in 2014, 2015 and 2016. In response Mr. Buchwaldt said that there is currently no proposal on the table for dealing with the loss in 2013. There is no long-term option associated with this proposal. It was added that the Kompas long-term plan, moving forward, looks ahead approximately four years at the developments in the market, revenues and volumes of work and what FloraHolland can do with the costs itself. Kompas shall suffice to ensure that a €15 million result can be achieved. Nonetheless, this is no guarantee for the future. A year after deploying Kompas it is possible to determine that the developments have been more favourable than provided for in Kompas. On the one hand, more costs are being saved than thought and, on the other hand, revenues turn out to be more positive as this year the auction volume is decreasing slightly less quickly than anticipated. This does not mean that this development will also be like this over the next few years. Mr. Buchwaldt commented that this development makes him feel that that the right measures have been taken and that the foundation is in place and space and time are being created in order to look further into the future at the strategy to be developed: ‘FloraHolland 2020’.

3. With turnover in 2013 of € 4.35 billion with growth of 1.6% in the year before, why then be satisfied with results of € 15 million? Mr. Buchwaldt said that this is to do with the fact that FloraHolland is a non-profit organization and that a distinction needs to be made between product sales passed through the books and operations (annual accounts), which are actually in excess of € 380 million. As a non-profit organisation the possibility exists to control prices independently. There is a connection between the cooperative approach (i.e., non-profit making/small result), and the manner of dealing with banks and the fact that the liquidity contribution is a fundamental part of the financial system of FloraHolland.

Mr. Oosterom then said that participations will be one of the topics for the themed meetings to be organised in the coming months.

Mr. A.B. Vink (adm.no.503236), who is a tulip grower and also a farmer and consequently a member of several cooperatives, experienced a similar situation to the one now occurring at FloraHolland many years ago with Avebe. Although at Avebe it concerned a far greater problem. Avebe worked with shares and the members were shareholders, whereby loses were recovered from the shareholders. At FloraHolland the liquidity contribution actually plays the role of the shareholdings of the cooperative. So, in case of losses the liquidity contribution is the first port of call. Various solution options have been disregarded which in the first instance try to avoid addressing the liquidity contribution. In his opinion, such a solution, however, undermines the cooperative. As things stand the members have influence on the situation and also continue to retain this position. The speaker is of the opinion that the members should say a clear “Yes” to the proposal on the table.Mr. G. van der Pligt (adm.no.23139) said he found it fundamentally wrong following rejection of the proposal by the members in the GMM of 5 June that a similar proposal is on the table. The speaker sees no need to cover the 2013 loss from the liquidity contribution because the FloraHolland cooperative is strong enough to be able to bear this loss itself. In his opinion, management is at the beck and call of the banks rather than focusing on what the members actually want. The speaker added that the proposal on the table does justice to the call from the members but does not alter the discussion.Mr. Buchwaldt spoke out in agreement with the view expressed by Mr. Van der Pligt.Mr. C. Doelman (adm. no. 30665) went on to underline the benefit of the cooperative and that exercising control by the Supervisory Board is necessary. Following presentation of the figures the speaker said that he was unable to form a sound opinion on the Annual Accounts and he wanted to know more details, such as for example the breakdown of the total wage bill, what the costs are of washing packaging, etc. If an organization wants to cut back and wants to become a lean organization it is important to know what the various items actually cost. Concerning the proposal on the table the speaker noted that he did not have any objection to it but it is a question of whether this is justified and whether we are on the right track.In a response the chairman said that it is important that members are critical and remain so. The speaker suggested not to deal with the question posed and the clarification, being unrelated to this current proposal, in association with the GMM but to ask management to focus on this in more detail.

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Mr. Buchwaldt articulated a question received via the webcast from Mr. J. Veldkamp (adm.no. 566404), namely whether there are differences in terms of payment when purchasing products between buyers and if so, whether these terms are covered and/or insured. The FloraHolland cooperative has a system, whereby, via the auction for trading via Connect, payment terms can be issued; the ‘14-day credit’. This option is not made available to all buyers but only to a limited number. Depending on the exporter and insurability - it is possible to obtain 14 days credit up to a certain euro sum. Collection takes place when the amount is exceeded.

Vote (webcast 1.30.25)The chairman thanked everyone for their contribution to the discussion and suggested proceeding with a vote.

Based on Article 33, part 4 of the Articles of Association, compared with the 2013 Annual Report that was supplied at the GMM on 5 June, these 2013 Annual Accounts take into consideration the use of 0.25% of the liquidity contribution (1%) withheld in 2013 to cover a part of the operating deficit for 2013. The management proposed assigning the remaining portion (0.75%) to the member loan.

It was then stated that according to the attendance list, 372 members were present, representing 6.14% of the total number of members and 26.20% of the number of votes. This signifies a substantially higher turnout in comparison with the GMM on 5 June.

Members/suppliers were asked to cast their vote on item 2 with the help of the voting keypads and smartcard(s) supplied when they came in.

DecisionAgenda item For % Against % Total Abstentions Not cast2 5,337 78.49% 1,463 21.51% 6,800 1 92

With this outcome of 78.49% in favour there is a majority and the proposal was approved.

After all the votes have taken place Mr. Vos will review this GMM and the result of the various votes.

3. Annual accounts 2013 FloraHolland (webcast 1.36.51)

a. Appropriation of 2013 net result (webcast 1.37.20)

The chairman put forward for discussion the 2013 Annual Accounts and the appropriation of the 2013 net result. The speaker noted here that the various aspects of these Annual Accounts have already been explained and discussed in the GMM on 5 June. Furthermore, the key matters and the amended items were discussed in the previous agenda items. Next, the chairman proposed a vote for adopting the Annual Accounts and the appropriation of the 2013 net result.

The management proposed a motion to the GMM to debit the 2013 net result of -€15.6 million to the general reserve.

The meeting then proceeded to vote.

DecisionAgenda item For % Against % Total Abstentions Not cast3a 5,977 90.90% 598 9.10% 6,575 5 313

With this result of 90.90% in favor the proposal is to debit -€15.6 million to the general reserve.

b. Adoption of 2013 annual accounts (webcast 1.39.05)

The chairman asked attendees to cast their vote on this item.

DecisionAgenda item For % Against % Total Abstentions Not cast3b 5,905 90.64% 610 9.36% 6,515 9 369

With this result of 90.64% in favor the 2013 annual accounts were approved.

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GMM Invitation

c. Making payable the annual instalment of the participation reserve (webcast 1.40.05)

Since the participation reserve constitutes part of FloraHolland’s equity, a separate resolution is required in order to make payable the annual instalment to the members (Article 34.3 of the Articles of Association). The payment order has already been detailed in the Annual Report and Annual Accounts. A resolution is being submitted to the Members’ Meeting to give its approval for the following to be made payable:

1993 annual instalment for the former FloraHolland € 2,331,000.001998 annual instalment for the former Aalsmeer Flower Auction € 669,000.00(refers only to the members of Aalsmeer Flower Auction (VBA) who cancelled before the2008 merger) _______________

Total € 3,000,000.00

The chairman gave members/suppliers the opportunity to cast their vote

DecisionAgenda item For % Against % Total Abstentions Not cast3c 6,347 96.74% 214 3.26% 6,561 4 328

With this result of 96.74% the proposal was approved.

d. Discharge of Management Board (webcast 1.41.23)

It is customary after the adoption of the Annual Accounts to ask the General Members’ Meeting to discharge the Cooperative Board from liability for their policies in the financial year in question and to discharge the Supervisory Board for the supervision exercised. With that, the year can also be rounded off administratively.The year 2013 was a difficult and complicated year. Nevertheless, that does not alter the fact that the Management Board and Supervisory Board assumed responsibility to take the necessary decisions. Management Board and Supervisory Board hope that the members/suppliers recognize this. The chairman asked the meeting in relation to items 3d and 3e to approve the motion for granting discharge.First of all granting discharge to the management: this relates to the managers - during the year still in the previous composition, and since 1 January the statutory Management Board, which prepared the Annual Accounts, including the final proposal and decision about the 2013 loss absorption that has just been accepted and subsequently the Supervisory Board.

Before proceeding to the vote Mr. C.J.A. Hogenboom (adm.no. 3407) congratulated the management for the positive result from the vote about partially crediting the liquidity contribution to the member loan (see point 2 of this report).Concerning discharging the management Mr. Hogenboom commented that the members are being asked to approve something for someone who is no longer there. In response to this the chairman said that discharge cannot be granted to an individual person but to the management board, being the director under the Articles of Association.Mr. Hogenboom then asked what will happen if discharge is not granted. The chairman indicated that this is a possibility but it is very unusual.Mr. H. de Jong (adm.no. 212495) believes that an exceptional period is behind us, in which there was a high incidence of bankruptcies amongst many large exporters, a change of management and a number of people behind the board table - namely, in particular, Rens Buchwaldt - who have been fully committed to implementing changes in the form of Kompas which are urgently needed for the FloraHolland cooperative. The speaker believed that there should be a public expression of appreciation at this point. This appreciation is emphasised with a round of applause.

Next, the chairman gave the members/suppliers the opportunity to cast their vote.

DecisionAgenda item For % Against % Total Abstentions Not cast3d 6,024 92.36% 498 7.64% 6,522 20 351

With this outcome of 92.36% in favour the GMM granted discharge to the management in respect of the policy pursued in 2013.

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e. Discharge of liability for the Supervisory Board (webcast 1.47.34)

Next, the chairman asked the members/suppliers to cast their vote.

DecisionAgenda item For % Against % Total Abstentions Not cast3e 5,692 87.54% 810 12.46% 6,502 52 339

With this outcome of 87.54% the GMM granted discharge of liability for the Supervisory Board for the supervision exercised in 2013.

4. Close (webcast 1.48.40)

The chairman gave the floor to Mr. Vos, who expressed thanks for the positive vote results and the compliment from Mr. Hogenboom. Mr. Vos said that it certainly does not feel like a victory. A lot of work will have to be done and now this work can actually start. The speaker said that he finds it striking and frustrating that there is a lot of negativity surrounding the GMM. He understands this sentiment because times are hard in the sector and within companies. On occasion it seems that the only reason why FloraHolland is still in existence is that payment security is provided and does not want to be, or become, the Greenery. For such an attractive and great company as FloraHolland this ought not to be the case. As CEO he said that he will do his utmost to ensure that FloraHolland becomes the best marketplace in the world for the floriculture industry, featuring the best range and the strongest demand and where the members/suppliers get the best returns. Mr. Vos also said that he can contribute to the increase in the quantities of flowers and plants purchased by consumers. Greater demand needs to be created.Mr. Vos went on to say that it can be expected of him, as CEO, and of the management, that things will be tackled together and there will be a joint look at the end consumer because there are still billions of consumers to be secured.Finally, the speaker dealt with the process that shall lead to the development of the new strategy: ‘FloraHolland 2020’. Initial choices are currently being made. In September the first extra information meetings, the FPCs and Advisory Council meetings will be organised. These meetings will not set out a quick-fix strategy open to opinion. A strategy will be set out which requires further work. The main choices will be set out and it is up to the members to assess what is good and what is not good and what to start or disregard. After this round of information the total strategy will be drawn up in October and subsequently the Supervisory Board will be asked for approval. Then the strategy will be submitted in the fall to the members in regional meetings before being presented to the members in the autumn GMM on 11 December 2014.This is to demonstrate that member involvement is taken seriously and that things are tackled differently from how they used to be.

The chairman noted that there is no question and answer session on the agenda for this meeting because this item was discussed in the GMM on 5 June. Nonetheless, the speaker provided the opportunity to ask questions and/or make comments.

Mr. J.A. Aerts (adm.no. 87141) asked in the GMM to pay attention to the current state of affairs in relation to turnover and finances. In a response Mr. Buchwaldt said that the turnover is roughly comparable to last year. Pricing in the past few weeks has been slightly better overall but is generally under pressure. The operation of the business is ahead of expectations at the start of this year; further cost savings and slightly higher revenues for services provided.Mr. J. van Zijverden (adm.no. 132360) inquired whether it is correct that the chairman of Bloemenbureau Holland (BBH) is considering stopping the contribution for the floral arrangement in St. Peter’s Square in Rome on various occasions. The speaker also asked if it is worth providing the same advertising for the flower and plant vehicles. In a response Mr. Vos said that in the case of generic promotion, things that FloraHolland would be able to do and individual members would not, there is a major role for FloraHolland.

At the end of this meeting the chairman closed the meeting, whereby following on from the words of Mr. Vos from the Supervisory Board, he said that the process undergone can be seen as a learning experience. The Supervisory Directors will try to be on hand this year and share developments. In two years’ time the administrative 2-tier structure of FloraHolland will be evaluated. In November this year attention will be paid to this during the regional evenings.

Finally, the chairman thanked the members for attending this GMM, the good way the discussion had been conducted, and the positive results of the various votes, which provide the opportunity to draw a line under 2013. He wished all attendees a good holiday period. He also extended thanks to those who have followed this meeting via the webcast and added that preparations are being made to have the pilot ready for the next GMM to enable voting remotely.Next, the speaker asked the attendees to hand in their keypad plus smartcard(s) before leaving.He then invited attendees for a drink and a snack and wished everyone a safe journey home.

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MinutesThese minutes were approved by the GMM Committee on 24 June 2014.To be submitted for approval at the General Members’ Meeting of 11 December 2014.

Minutes of the FloraHolland General Members’ Meeting, held on 5 June 2014 on the Plant floor (level 10.80m) of FloraHolland’s Aalsmeer location.

Attendance

According to the attendance list, 294 members were present, representing 4.85% of the total number of members and 14.51% of the number of votes.

1. Opening and confirmation of the agenda (webcast 3.20)

The chairman of the Supervisory Board, Mr. Bernard Oosterom, opened the General Members’ Meeting (GMM) and warmly welcomed the attendees. This is the first General Members’ Meeting under our new governance structure. As you can see, the table seating has been rearranged to reflect the decision made in 2013. Unlike in the past, the Management Board will account for the policy that FloraHolland has pursued. The Supervisory Board will, as in previous years, bear responsibility for the supervision.The members of the Supervisory Board and the Management Board were then introduced. These are: Jack Goossens (internal), Franswillem Briët (external), Louis Bouman (internal), Jos ten Have (internal), Gerben Ravensbergen (internal), Rosaline Zuurbier (internal), Jan Andreae (external), Joris Elstgeest (internal), Cees van Rijn (external), Mariëlle Ammerlaan (internal), Rens Buchwaldt (Financial Director) and Lucas Vos (General Manager) and finally Bernard Oosterom (internal).

We had a heavy agenda to get through. For the first time in many years, our annual accounts showed a substantial loss.The chairman asked the meeting if they were in agreement with the way in which the agenda was set out and sent to them. It was noted that there would be an opportunity to ask questions at agenda point 4, relating to the developments within the sector and the company, and at agenda point 6a, on the explanation of the annual accounts 2013. It was also possible to ask questions via the webcast.Mr C.J.A. Hogenboom (admin. no. 3407) inquired if it was possible to add another subject to this meeting’s agenda. The chairman responded that the period for this, as laid down in the Articles of Association, had expired.As is generally known, the General Members’ Meeting appointed the GMM Committee in December 2013. Since this was the first year that this committee was active, the chairman of the GMM Committee, Mr Ad van Marrewijk, was given the floor. He reported on the activities of the committee (e.g. supervising the voting during the General Members’ Meeting and verifying the minutes, determining the compensation for the Supervisory Board and the Statutory Management Board compensation policy, the right to make recommendations to the GMM in the case of vacancies in the Supervisory Board and the right to object to candidates nominated by the Supervisory Board).The chairman thanked Mr Van Marrewijk for his explanation and expressed his wish to the members of the GMM Committee for a successful and pleasant fulfillment of their duties.

2. Approval of the minutes of the General Members’ Meeting of 12 December 2013 (webcast 15:45)

The chairman gave the floor to Mr Herman Stricker, member of the GMM Committee. Mr Stricker informed us that the GMM Committee met on 4 February 2014 and that they discussed the minutes of the General Members’ Meeting of 12 December 2013. The conclusion of the GMM Committee was that the minutes correctly reflected the items discussed.The chairman asked the meeting if the minutes could be approved.

In view of the recorded minutes, Mr S. Bakker (admin. no. 518786) commented that the surcharge percentage of 0.2% on page 12 for Connect on sales up to and including € 1.0 million is not correct. It should be 0.3%. Mr Buchwaldt confirmed that the percentage should indeed be 0.3%.Mr C.J.A. Hogenboom (3407) made a comment regarding page 8, third paragraph from the top, which states that at some stage he had said that it would be better to create savings from the bottom upwards instead of from the top downwards. The speaker indicated that he intended this to be the other way round.Mr Hogenboom also asked that his name be spelled correctly. It is ‘Hogenboom’ and not ‘Hoogenboom’.

After this and including the comments made, the General Members’ Meeting approved the minutes of the previous GMM.

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With respect to the minutes, the chairman informed the meeting that from now on the reporting on the General Members’ Meetings would be done in the form of summaries and lists of decisions instead of extensive minutes. In addition, all General Members’ Meetings would be available on the website of FloraHolland for two years.With regard to a question asked in the previous GMM on the possibility of remote voting, it was indicated that a pilot on this subject was in place for the GMM in December. Should the pilot prove to be successful, remote voting will be implemented in the GMM.

3. Correspondence and announcements by the Management Board (webcast 7:25pm)

The chairman informed the meeting that no correspondence was received and that there were no announcements to be made. What was received, however, were some notifications of absence for this GMM.

4. Remarks on developments in the sector and the company by the General Manager, Lucas Vos (webcast 19:45)

The chairman gave the floor to Mr Vos who addressed the GMM for the first time since being appointed General Manager. Mr Vos used the occasion to present an analysis of what he had experienced so far and what his conclusions were. Prior to the introduction of Mr Vos a referral was made to the webcast on the FloraHolland website: FloraHolland.com.

In connection with a question from Mr C. Buis (admin. no. 52) Mr Oosterom briefly commented on the activities of the three Supervisory Board committees. The duties of the Audit Committee focus on the financial affairs and the risks of the cooperative. The committee is, to an extent, involved in the drawing up of the annual accounts and they maintain contact with FloraHolland’s accountant. The main task of the Selection and Remuneration Committee is to draw up a profile and procedure in order to appoint a new director should the Management Board have any vacancies. Furthermore, this committee monitors the performance of the Management Board. The Cooperative Committee discusses matters regarding the interface between the cooperative and commerce.As the year progresses, there may be more attention paid to the activities of the 3 above-mentioned Supervisory Board Committees in the FloraHolland magazine.Mr Jac. Hoogendoorn (admin. no. 87654) was of the opinion that Mr Vos, in his introduction, gave no answers to the future analysis and problems of the sector. According to the speaker, the world has changed tremendously since 2008 and the cooperative/auction is still looking for an appropriate answer to that. The speaker was of the opinion that there is a limit to the European market/1,000 kilometers and that the balance within the entire sector is extremely fragile at the moment. In addition, the speaker indicated that it is the actual goal of the cooperative to get the highest possible market price for their suppliers. In this context, the speaker quoted a Fair Trade article, published in FloraHolland magazine. The photograph accompanying the article made it quite clear as to how many people are involved in such a project within the cooperative, claimed the speaker. In view of this, the speaker wondered whether this type of activity is a part of FloraHolland’s core business, i.e. working to achieve higher prices for the suppliers and the strengthening of the clock. The speaker called on FloraHolland to increase their focus. In his view, the danger will not come from a party bigger than FloraHolland, but rather from internal factors that are far more threatening to the sector. The speaker argued that FloraHolland should not attempt to increase sales at any cost, but to try and improve on the prices of the suppliers. Ultimately, Mr Hoogendoorn wished Mr Vos wisdom and strength in fulfilling his function. Mr Vos responded by admitting that he was in agreement with the previous speaker. FloraHolland is involved in many projects and seems to have ‘forgotten’ their mission to achieve the highest possible market price for the suppliers. The promise was made to make an appointment to discuss this issue further.Mr C.J.A. Hogenboom (admin. no. 3407) mentioned that he was pleased with the content of Mr Vos’ introduction and the fact that FloraHolland is listening to what is being said. The speaker called for greater clarification for employees, buyers and suppliers on daily affairs. Mr Hogenboom further expressed his hope that FloraHolland will not conduct business in the way it is/was done in the vegetable sector by Greenery and that there will be no question of this happening in the flower section. Mr Vos referred to the message of Mr Hogenboom as being clear and added that others had drawn the same conclusion. In addition, the speaker mentioned that FloraHolland is currently in the near completion stage of Kompas, in which some employees are leaving the company and others will continue in new functions. This has caused some confusion. The speaker committed to ensure a quick stabilization of matters.Mr M.J. van der Weijden (admin. no. 120525) commented, in view of the introduction of Mr Vos regarding the Greenery issue, that the problem in the vegetables sector was the concentration on the side of the buyer, resulting in an auction system that was no longer adequate. According to the speaker it was not yet clear how FloraHolland would deal with matters if the clock mechanism ceased to operate. The speaker urged caution when commenting on this issue. In respect of the appointment of Bureau Berenschot in making a strategic choice for FloraHolland, the speaker commented that the same bureau was also involved in the merger of the Vleuten and Bemmel auctions. The speaker further mentioned having heard that Supervisory Board members and Cooperative Board members who are not willing to take any responsibility choose a bureau to take the blame. To conclude, the speaker reminded the attendees of the fact that a number of years ago, during the administration of the previous General Manager, Mr Huges, the external bureau Roland Berger was appointed. In a response to this, Mr Vos commented that the parallel between the vegetable and flower sector is that both stand together firmly and their cooperative aspects. The way in which this aspect disappeared from the vegetables sector, is something the flowers sector would never wish to have happen, according to him.

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As to the involvement of Bureau Berenschot, Mr Vos argued that Berenschot was primarily asked to help make choices and to assist in the process. In addition, it could come in handy in obtaining outside information. The world will look entirely different in 2020. What will it be like logistically, what will the status of big data and 3D printing be? These are matters where FloraHolland has no daily involvement nor has any knowledge of. Roland Berger’s input of several years ago related mostly to excellent service, internationalization and efficiency. The speaker said that in his experience the strategy was not implemented nor supported in the correct manner. Moreover, one could wonder whether sufficient results have been delivered. It may be that the new FloraHolland strategy is not that different from the current one, but its implementation will have to be carried out in a proper and thorough manner. Mr Van der Weijden wished Mr Vos a lot of success in achieving this.Mr P.A.M. Barendse (admin. no. 18370) referred to himself as one of the most critical members of FloraHolland. Subsequently the speaker inquired about the costs of the report to be drawn up by bureau Berenschot and what its yield is going to be. The speaker suggested to rather inquire with former employees before asking bureau Berenschot for their assistance. In his view, it would be better to adjust matters from the bottom upwards and not from the top downwards since dictators are only in place for a very short time. In conclusion, the speaker indicated that he would share his vision with Mr Vos in a personal conversation. Mr Vos said that it would be a pleasure to meet with Mr Barendse in person. In addition, the speaker indicated that, in his view, the content of the strategy had been established and that it just needed to be brought to the surface. He further mentioned that it needs to be clear and that a choice has to be made. The choice will be on which activities are no longer needed. According to the speaker, it is crystal clear that the choice to be made must result in a cost reduction for the members. In choosing the strategy, according to him, the limited costs in appointing Bureau Berenschot would be a good investment to further decrease the costs of the members/suppliers. Mr J.A.A.M. Kester (admin. no. 22395) indicated that the argument of Mr Vos had led him to believe that the current strategy is the right one and that special attention will be paid to the costs. The speaker asked if this would ensure that all members-entrepreneurs receive a better yield within FloraHolland. Mr Vos pointed out that it will remain FloraHolland’s mission to offer the suppliers the best possible position in the market and to keep the prices as high as possible. This cannot be achieved by merely limiting costs. It was concluded that the decrease of the clock volume has accelerated in the last year. The implementation of the long-term plan Kompas ensured a one-off adjustment in the number of FTEs. It is expected that the continuation of it can be achieved by natural turnover. There is also the issue of the availability of plenty of (business) space at FloraHolland locations, a portion of which constitutes vacancy. A position will have to be taken on this aspect. According to the speaker, there is more involved than merely cost reduction. There is also the question of how to keep/make the marketplace as big and as strong as possible, with a supply that is as diverse as possible, and what is actively being done to keep the price as high as possible for member-suppliers. Consequently Mr Kester asked for an explanation of the connection between vacant auction space and the pricing of florists’ products. Mr Vos informed him that he never intended there to be a connection and that it involves two separate matters. It concerns the marketplace and what is most important is the consumer value which is not used to the fullest, in his opinion.Mr A.B. Vink (admin. no. 503236) stated that, in general, when growers do well in respect of price, the margins of the trade will be better as well. In his view there is a mutual interest to up the auction prices as, in general, the margins of the trade will automatically follow. Mr Vos said he was in agreement with the previous speaker. This was what he intended to say regarding consumer value and he added that the florists’ sector does not benefit from FloraHolland and the trade opposing each other.

5. Annual Report 2013 (webcast 55:45)

Mr Vos briefly addressed the written annual report of 2013, which can be read on the Internet.Core considerations were that 2013 was a turbulent year during which many members, and also trading companies, suffered problems. A year in which FloraHolland lost a number of members, a year with an exploitation loss that will be further elaborated on in item 6, with the depreciation on land and making provisions for the benefit of restructuring. The theme of the year was the long-term plan Kompas, which included the components redundancies and a number of projects, such as the Florists’ clock. But there were also discussions on the member/non-member policy. Another important aspect was the change of the governance structure that became effective from 1 January 2014 onwards.Another important section in this annual report concerned the Annual Accounts 2013, which will be further elaborated on in item 6.

6. Annual accounts 2013 FloraHolland (webcast 57:07)

a. Remarks on the Annual Accounts by the Financial Director, Rens Buchwaldt

In his comments, Mr Buchwaldt went into the developments in 2013 and the consequences for the FloraHolland cooperative. These are: sales growth 2013, the manner in which sales were realized, earnings, operating costs and results, the net operating result, profit allocation, proposal to partially credit (0.5%) the liquidity contribution to the member loan, financial ratios and key figures for 2013.Negative figures over 2013 that are largely a reflection of measures we took by taking an approach of not hanging around and not postponing any decisions into the future. A policy of cutting the costs of running our business — working smarter with fewer people to provide services that meet the requirements of the changed market. Concrete measures to get our house in order, operationally and financially, and to create space for FloraHolland 2020.

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The speaker indicated that no applause was expected at the end of his remarks. Taking stock of 2013 is a sad affair. Choices were made and they resulted in the content of these annual accounts. The speaker emphasized that it is up to the members to pass judgment on the written annual accounts.

Mr C.J.A. Hogenboom (admin. no. 3407) said that the proposal for a partial credit of the liquidity contribution (0.5%) to the member loan feels like theft. The speaker found the proposal too simple because it is based on the equity of the growers. That the banks will investigate the balance sheets of both FloraHolland and the growers would not encourage FloraHolland to be more frugal with the cooperative’s (read member-suppliers) money. In his view there are other ways to absorb the loss. For example, by increasing the commission by 0.2% per 1 July for a maximum period of 2 years. In the meanwhile, one would have the opportunity to make the money last longer. The speaker called on the members to oppose the proposal and asked FloraHolland to present a different proposal.Mr J.H.M. Buijs (admin. no. 29787), supplier and also chairman of the Plants Advisory Council thanked the Financial Director for his clear explanation to the members. The speaker mentioned to the GMM that the Plants and Flowers Advisory Councils are well informed on this subject, that it has been discussed in detail and that the Advisory Councils are in agreement with the proposal because it is the right choice for the cooperative.Mr Jac. Hoogendoorn (admin. no. 87654) indicated that he would vote in favor of the proposal but that he still had a few questions to ask. A third of the auction site in Naaldwijk has undergone a devaluation and the value was brought back to that of a normal industrial estate. This means that two thirds of the site will not be rated any lower. All this results in the fact that there is a € 20 million gap. The speaker asked how this will be handled. With regard to the restructuring, the speaker indicated his agreement, provided it is guaranteed that the following calculation ‘plus 1.75% Collective Labor Agreement, minus 200 employees on the total number of employees’, will be included in next year’s budget.Mr H. Griffioen (admin. no. 511820) expressed his fear that the decision to let go of personnel members in 2014 will result in even higher costs and that it will not be possible to solve the problem in 2014.Mr A.J.J. van der Zwet (admin. no. 516996) wanted to know whether the amounts mentioned in the document on the completion of Ciccolella, which could result in a € 10 million loss for FloraHolland, were correct. In addition, the speaker inquired as to who is responsible for these kinds of matters. His question was based on the fact that shortly after the announcement of Ciccolella’s bankruptcy, it was said that the auction would not lose any money and now there seemed to be a loss of € 10 million.With regards to the questions asked and comments made, Mr Buchwaldt gave an explanation of the restructuring. The workforce of FloraHolland has been decreased by 700 FTEs since the merger. This was realized mainly by not filling in the vacant functions left by employees leaving because they had found other sources of employment and by retirement. In addition, 200 FTEs will leave as a result of the long-term plan Kompas, where specific decisions were made in view of positions and departments. A tangible example of this would be the stopping of the clocks at the Bleiswijk location. The processing of the € 11 million cost impact, the 1.75% Collective Labor Agreement increase and the decrease of 200 FTEs have most definitely been included in next year’s budget, according to the speaker. The decrease in the number of personnel members will amount to more than 200, since FloraHolland will have to continue to utilize natural turnover. Since a lot of progress has been made in this process, there is a clear view on the restructuring costs, the requests for advice have been finalized, there is a social plan in place to enable the calculation of the consequences in respect of individual cases and - apart from a few exceptions - all cases have now been determined and calculated. The restructuring costs are expected to be more or less in accordance with the provision made for this restructuring.With respect to Ciccolella, Mr Buchwaldt indicated that the amounts incorporated in the documents were correct. The annual accounts clearly state what is happening. There has been a € 4.5 million deduction on debtors. This post has not been included in the loss. A provision was made for it which does not impact the annual figures. In addition, there has been a € 5.5 million deduction on properties. In view of the devaluation of land in Naaldwijk, the demand for space in the long term was reviewed. This future demand for space is far from certain, but you could also say that the vacant properties in Naaldwijk, due to Ciccolella’s bankruptcy, are already fully occupied. In other words; there will always be a demand for space, even when spaces are vacant and there will always be vacancies. Based on the long term, it is expected that the expansion will indeed be used. However, it is thought that this will not happen in the coming one or two years. Based on the developments, it is expected that about a third of the available land in Naaldwijk will not be used for auctioning purposes in the long term. Hence the deduction. FloraHolland is currently negotiating with a school, which is interested in purchasing a section of the available land in order to establish themselves there.After this, Mr Buchwaldt commented on the remarks made by Mr Hogenboom. The speaker said that he tried to explain the reasons and considerations in arriving at this proposal. What also played a part was the fact that the cooperative has a special form of financing. The liquidity contribution, and its purpose, is clearly stated in the Articles of Association. In the floriculture sector, the liquidity contribution has been used once in the past. In view of other alternatives, the suggestion to increase the commission per 1 July onwards was mentioned, and that, in that case, the cash effect would immediately transfer to the suppliers per 1 July. The advantage of the proposal is that it indeed affects the operational results, but not the need nor necessity to finance the suppliers, which is also one of the reasons why this route, as indicated in the Articles of Association, is judged as being the most correct.Mrs L. Klaver (admin. no. 39910) commented that, as to the provision of doubtful debts, € 4 million was written off. In this context, she wondered if an amount had been set aside as well, i.e. an extra provision at the expense of the profit.

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Mr J.A.A.M. Kester (admin. no. 22395) asked if the Minister of Economic Affairs could do something for the sector, seeing that the policy The Hague pursues was partially responsible for the deplorable situation in the sector, so that FloraHolland could put things right. The speaker considered it wise that the causes of the situation that developed, be determined. In his view, the results of the assignment given to Bureau Berenschot relating to the choice of strategy should be included as well. The speaker advised the GMM to first wait for the outcome of the Berenschot investigation before taking any steps. The speaker emphasized that FloraHolland is responsible for its own affairs. It is, however, not very tactful to turn the members into sacrificial lambs when the causes for the situation lie elsewhere.Mr Jac.J. Satter (admin. no. 34581) found it a pity that decisions on the shortage of liquid assets cannot be made during the discussions, but that they require a yes or no vote. The speaker is of the opinion that there are several options. He suggested the current contribution which is, in his view, too limited. If the contribution were to be increased by € 2,500 per supplier, the approximately 5,000 members could jointly accrue a substantial amount. The speaker further indicated that a write-off of 0.5% turnover in 2013 could be 20% of the profit and to, therefore, not underestimate this aspect. What also played a role is the message to the banks that the amount resulting from the 1% liquidity contribution being withheld from the supplier’s sales, would be safe as it has been more than 30 years since the auction last claimed this amount. Then the speaker drew attention to the devaluation of properties. The speaker wondered whether these are still able to be valued in monetary terms, because who would want to buy them and/or be able to? With regard to the devaluation of land, he felt that the taxation should not be based on market value. According to him, this land belongs to the group of which the suppliers are members. The speaker insisted that for these reasons the land should not be sold.Mr A.B. Vink (admin. no. 503236) inquired into the expected results for FloraHolland for the years to come and whether these results would provide enough space to postpone a number of write-offs and spread them over several years, allowing the loss to be absorbed over several years.In response to the questions asked and comments made, Mr Buchwaldt mentioned that the debtor position is evaluated at the end of each year. A methodology is used for this. The annual differences in the debtor position are very small. An indication would be in the region of a few hundred thousand euros. In view of the contribution of Mr Satter, the speaker commented that there are indeed more options in respect of the loss of 2013. If the contribution of the suppliers could be increased, it would generate income. There are, however, consequences in relation to cash. In addition, the increase in contribution could affect some members more than others. This issue clearly involves a cooperative aspect which goes a bit further than just dealing with the loss. This is also an issue for the future and involves the rates structure, keeping and making the cooperative affordable and accessible for the diversity of members within FloraHolland and how this would fit into the strategy development, etc. At this moment in time, a change in contribution is not the solution for financing the loss of 2013. The reason being that the loss is there and that a decision must be based on it. There is a difference between cash and bookkeeping. A correct observation is that 0.5% of the turnover does not equal 0.5% of the profit. Absolutely not. It could be much more. The fact remains that it doesn’t require borrowing money to pay the auction, which would be unnecessary if an appeal was made against the liquidity contribution. The manner in which banks will view the liquidity contribution will undoubtedly differ. The banks are financing FloraHolland because of its position in the chain, the financial ratios (solvency, profitability), but also based on the way in which the FloraHolland cooperative has been put together. The mechanism of the liquidity contribution to cover any losses if needed, is part of that. According to the speaker, the way in which the loss is handled now and is clarified, as well as the option to not move these matters into the future by spreading the loss over several years, should also be taken into consideration. No, there is full clarity on the financial position of FloraHolland; the valuation of land that FloraHolland does not expect to use in the future is the reason why the correct valuation has to be applied. The financial position is being determined now and it has been decided within the Articles of Association to draw up the annual accounts in this manner. Another consideration is that it will create clarity for all parties involved, including the members. By dealing with the loss of 2013 in this way and to adopt the balance, FloraHolland as a cooperative, as well as the General Members’ Meeting, will retain the freedom to determine their own policy and to not become dependent on the decisions and considerations made at the head office of a bank. It is also mentioned that FloraHolland does not provide banks with any guarantees. In respect of the requested glimpse into the future, it was noted that a result of approximately € 15 million each year does not offer much space to maneuver. Another reason why it was not considered wise to spread the loss of 2013 over several years, is because FloraHolland needs to give clarification regarding its current financial position.Mrs L. Klaver (admin. no. 39910) commented that the withholding of 0.5% liquidity contribution cannot be seen as a cash outflow for the suppliers. It also cannot be seen as a cash inflow for FloraHolland. She therefore asked how the reorganization is to be financed. With regard to the financial planning, Mr Buchwaldt stated that FloraHolland has regular financing in place with various banks. In the course of 2013, FloraHolland has had some regular refinancing in place to the amount of € 65 million, as indicated in the annual accounts, and it would be, therefore, possible within the normal financing structure to pay the Kompas costs in cash. No further financing is required for this.Mr Jac.J. Satter (admin. no. 34581) got back to the membership contribution and made the comment that its purpose is not to pay for future losses. It should be a one-off not to be repeated. The speaker said to have all faith in a positive outcome. In addition, he argued that the membership contribution should be increased by 100% this year to cover the loss of 2013. His substantiation was that the contribution of approx.€ 2,500 on a sales total of e.g. € 100,000 is limited, while, in his opinion, it always costs more to generate non-auction turnover. With respect to cash out/cash in, the speaker stated that suppliers also have to write off the 0.5% liquidity contribution and can no longer pass it onto their customers. The speaker would prefer to cover all this in 2014, in one way or the other, so it can be passed on via the products.

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He also got back to the land devaluation in Naaldwijk and pointed out that the land concerned is worth more to FloraHolland than its current market value. In his view, there is no need for a devaluation because you cannot compare the value of this land to the value of other land not bordering the FloraHolland auction site.As to the concept of ‘going concern’ regarding the devaluation of land, Mr Buchwaldt commented that this applies to the auction buildings, but that it also applies to 2/3 of the land in Naaldwijk that FloraHolland expects to further utilize at some stage. This land is of higher value than the value of common industrial sites. To have your premises at the FloraHolland site is of added value to a trader and this automatically results in a higher land value. Looking to the future, it is FloraHolland’s expectation that not all available land will be used. That plot of land that is, most probably, not going to be used in the long term, needed a realistic valuation, which resulted in this € 10 million devaluation. As to the issue of cash in and cash out, these are costs that have to be dealt with. The argument that these costs cannot be passed on via the product is understood, but the pros and cons that have led to this proposal have been carefully considered. In view of the suggested contribution increase, it was noted that this could have a considerable impact on smaller members. The speaker added that there are more costs involved in selling products than just the contribution. There are also commissions and levies. It was the speaker’s opinion that a reconsideration of the contribution and membership system should be part of the discussions of 2020 and not of the finalization of the year 2013.Mr Vos confirmed that the suggestion to adjust the contribution will be taken into consideration. There are discussions currently taking place with the Plants and Flowers Advisory Councils on the future rates structure. However, FloraHolland is of the opinion that the loss of 2013 has to be dealt with now and that it should not be moved forward.Mr C.J.A. Hogenboom (admin. no. 3407) indicated that FloraHolland cannot offer any guarantees in respect of the 1.6% commission for paying via Connect since there will now be an added 0.5% liquidity levy. With this in mind it suddenly becomes a lot more appealing to insure through credit insurers, claimed the speaker. The speaker also claimed that there is a risk of a strong increase in NAT.Mr S. Bakker (admin. no. 518786) said that he did not think that increasing the contribution was a good proposal. In this context, he compared the costs of sales via the clock (3% total) and Connect (1.9% total). The speaker concluded by mentioning that FloraHolland is a cooperative and not a corporation.Mr H. Griffioen (admin. no. 511820) asked if in this case the cooperative concept is a fair one. When the proposal is carried through, it would mean that the members-suppliers would be charged in proportion to turnover and not in proportion to them making use of the departments that require restructuring.Mrs L. Klaver (admin. no. 39910) indicated that FloraHolland has no issues with financing the restructuring because it can be embedded in the normal financing. However, she did fear that a lot of suppliers would have problems with their own financing because they would have to accept the loss of 2013. It will have to be deducted from their own equity which would worsen their balance sheet position. On the other hand, there is nothing to be added in the form of a claim against FloraHolland, which would lower the coverage of the claim. In conclusion, the speaker asked if there were any other options for dealing with the loss of 2013.In response to the questions, Mr Buchwaldt commented that the costs that have to be charged for the past year indeed amount to half a percent, which is more than would be the case normally. With regard to the rates structure, it was stated once again that this issue will be examined further. As was apparent from this evening’s discussion as well, the opinions on the subject are much divided. At the moment there are ongoing discussions with the Plants and Flowers Advisory Councils to determine how to adjust the rates structure with a view to the future and future market developments. In doing so the various opinions need to be taken into consideration. As to making use of certain departments and charging the costs to those who use those departments, that would lead to a very complex discussion and a totally impossible point of departure. As a cooperative, it is considered very “cooperative” to have agreements in place for situations such as losses and how to cover those losses. In view of cash financing, the loss fits into the cash planning of the cooperative, but the cooperative also speaks to the banks each year. The repayment obligation of € 30 million expires at the end of this year under the proposed conditions, i.e. deploy the cooperative system according to the agreements regarding this issue and according to how the banks see FloraHolland. Once that is clear, we will know what to do and then financing will become available. When we start doing this in a different manner, the discussion with the banks will also change. The speaker again repeated that the proposed method of covering the loss of 2013 would continue to give FloraHolland elbowroom and that it would still be the cooperative that makes the decisions. It needs to be taken into consideration that when the loss is covered in another way, the decisions would be mainly made, partly or eventually, by a bank. This aspect definitely needs to be taken into account.In response to the question of Mr Kester as to whether the Minister for Economic Affairs could be of any assistance to the sector, Mr Vos answered that the government is withdrawing at the moment. Not just where greenhouse horticulture is concerned, but also in healthcare and other sectors. It is, however, important to speak to the government, and certainly any local authorities, on the subject of stimulating the floriculture sector. But as far as the loss of 2013 is concerned, it is not an option to knock on the Minister’s door and ask him to cover it. Mr J.A.A.M. Kester (admin. no. 22395) responded to this by saying that earlier this week during a debate in the Senate, the Minister for Economic Affairs stood there with hat in hand in respect of the PBOs (trade organizations established under public law) that fulfill an important umbrella function for the sector, and that the Minister is fully aware of the fact that the continuation of the policy will worsen the situation of the greenhouse horticulture sector even more. For this reason, the speaker strongly advised against a biased viewpoint and to engage in a conversation with the Minister to try and achieve that which is vitally important to the greenhouse horticulture sector. In the end, claimed the speaker, it was the external factors that greatly influenced the problems that the sector is currently experiencing.

19

GMM Invitation

In a response to the argument of Mr Buchwaldt and in particular regarding the financing problematics of covering the loss of 2013, Mr L.P.C. Bakker (admin. no. 1341) indicated that those problems have now become the problems of the suppliers due to refinancing by the banks. The speaker noted that the liquidity levy was indeed used for what it was intended, but that this article in the Articles of Association could be judged either according to the spirit or to the letter. The speaker further argued that this option has not been used in 30 years and that it was decided in 2012 to reimburse the 0.5% to the members/suppliers because FloraHolland had plenty of resources and many suppliers were having a difficult time in the economic dip. That situation has not really changed, although things do seem to be a bit better, which is why it is a bit ironic to be confronted with 0.5% extra costs at this moment in time. In addition, the speaker found that in view of the Articles of Association, the Cooperative Board and the Management Board could have seen this development coming for a long, long time. There have been discussions on the fact that this development was practically unavoidable. This is why the speaker was surprised that no provisions were made to incorporate the loss into the books in a different way instead of making it the supplier’s problem in 2014. The last comment of the speaker was that the change of the governance structure of FloraHolland was discussed and voted on in the previous General Members’ Meeting. There, at the very last moment, one of the members of the cooperative stood up to give a final pep talk to get the proposal accepted. The speaker said that he understood another pep talk would be given by the chairman of the Plants Advisory Council, Mr Buijs, as he is the last to take the floor. The speaker found this to be a dubious state of affairs. The chairman pointed out that Mr Buijs was to comment on the discussion regarding the future rates structure which is of no relevance to the discussion of this current agenda point. Mr Bakker apologized but stated that it certainly does feel that way.With respect to this discussion, Mr Jac. Hoogendoorn (admin. no. 87654) made the comment that in his personal opinion, the Financial Director answered all questions in a correct manner. The speaker was concerned, although the cooperative justifiably safeguards itself, that the banks could charge the suppliers with 0.1% extra costs. The speaker asked the cooperative what they intend to do about this. On this last point, the chairman indicated that the LTO has been consulted on a regular basis in recent years and that each year there has been regular contact with the banks. Soon, we will enter into a discussion with Mr Nico van Ruiten from LTO, during which the situation in the sector will be discussed. Furthermore, contacts have been maintained between FloraHolland and The Hague. FloraHolland will also bring the situation in the sector to the attention of the banks.In a response to the comments made, Mr Buchwaldt informed the members that there have been no actual losses in the last 30 years and that the liquidity contribution had not been used. Yes, the members/suppliers had indeed been given a refund in 2012, which was mostly about the need for cash within the industry. As mentioned before, this has nothing to do with the 2013 issue. There could be a lengthy discussion as to the spirit of the Articles of Association, but it could also have been an option to finance the entire loss by means of the liquidity contribution. This option was never seriously considered. A comparative assessment has taken place, which led to choosing the current proposal. This means that the Articles of Association are being applied in a manner considered reasonable in the current situation. Regarding the comment on previous provisions, the speaker said that in recent years several adjustments had been made within the company. This was done at a low cost. During 2013, it was confirmed that that route offered insufficient solace for the years that are ahead. It was then decided to implement Kompas and to accept any financial consequences. In respect of the banks, the speaker stated that he discussed the current situation in great detail with the financiers. Should there, in conversations between suppliers and banks, be any lack of clarity on the one-off occurrence and background of the proposal, the speaker would be more than willing to provide financiers with the necessary explanation. Let it be clear that it will not be possible to increase the chance of any financing, the speaker added.After this, Mr J.H.M. Buijs (admin. no. 29787) informed the members that he is not a puppet on a string and that he is a member of FloraHolland and that he would always do his best for the cooperative. The latter is what the members of the Advisory Councils and FPCs are trying to do to the best of their abilities. Mr Buijs indicated to be given the floor to provide clarification on the activities of the Advisory Councils. The proposal regarding the liquidity contribution was discussed in the Advisory Councils as well. The subject was explained in detail and the Advisory Councils have given a favorable recommendation. A delegation was formed from both the Plants and Flowers Advisory Councils, (which together have at total of 70 members), consisting of 3 flower growers, 3 plant growers, the 2 chairmen of the Advisory Councils and a number of FloraHolland employees. Under the leadership of Dirk Hogervorst and André Kester, information on the discussion regarding the future rates structure will be made available. The intention is to discuss the rates structure in a mutual meeting with both Advisory Councils on 19 June 2014, and to investigate whether a recommendation to the Management Board can be formulated with regard to the member/non-member policy.

In conclusion, the chairman stated that a lot of questions were asked in the last hour. The concerns are understood and he is happy with the way the meeting developed. In addition to discussing the actual situation, there is now a better insight into the cooperative. Although its financing and possible risks may not be everyone’s favorite topic of conversation, it is the cooperative we have built together and which we will continue building. Apart from the outcome of the vote, the speaker thanked the attendees for their input and the way in which they addressed each other.

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b. Statement from the Supervisory Board in response to the FloraHolland 2013 Annual Accounts by Bernard Oosterom, chairman of the Supervisory Board (webcast 2.09.15)

The chairman reported on the supervision on behalf of the Supervisory Board.The Supervisory Board has taken account of the FloraHolland 2013 financial statements drawn up by the Management Board and checked by the auditor. These annual accounts consist of the balance sheet as at 31 December 2013 and the profit and loss account for the 2013 financial year with an explanatory note. On the basis of the supervision it has exercised, the Supervisory Board endorses these annual accounts and has, therefore, signed off the report.The proposal is made to the General Members’ Meeting to adopt the 2013 annual accounts, to discharge the Management Board of liability for the policy it pursued in the 2013 financial year, and to discharge the Supervisory Board with regard to the supervision it maintained thereupon.The Supervisory Board members wish to express their appreciation to the Management Board and the employees for the manner in which the company operated during 2013.

c. Proposal to partially credit the liquidity contribution (0.5%) to the member loan (webcast 2.13.00)

The chairman commented that the moment had arrived to vote on the proposal to partially credit (0.5%) of the liquidity contribution to the member loan.

The members/suppliers each received a smartcard and keypad upon entry for the electronic vote. Once the smartcard is inserted into the keypad, the name should appear in the display.

Before voting started, the Financial Director, Mr Buchwaldt, was invited to once again give a brief explanation of what the vote actually entails.Mr Buchwaldt stated that the vote at this agenda point related to crediting half of the liquidity contribution withheld last year (0.5%) to the member loan. Although it is common, in a normal year, to add the full liquidity contribution, the proposal this year is to only add half and use the other half to cover the one-off costs of Kompas. The annual accounts were drawn up on the expectation of a positive decision, which means that these figures have already been incorporated in the annual accounts at hand.The chairman acknowledged that this was a big decision for the General Members’ Meeting, the highest organ of the cooperative. The proposal was explained in great detail, the reasons and considerations were discussed. The proposal of the Management Board and the Supervisory Board was then presented to the members for approval.

The members/suppliers were asked to vote on point 6c of the agenda. At this point, it appeared that no names were displayed in a number of keypads. It was guaranteed that all issued smartcards were in good working order. Those that had issues with their smartcards were asked to participate in a trial vote to confirm that the smartcards and their associated voting rights were functioning properly.After the trial vote, the chairman of the General Members’ Meeting asked for and obtained approval for the electronic voting system in order to prevent any later doubts and objections to the outcome of the vote result.In response to a question of Mrs L. Klaver (admin. no. 39910) the chairman stated that some members/suppliers may abstain from voting. After this, the actual vote on agenda point 6c took place.

DecisionAgenda point For % Against % Total Abstentions Not cast6c 1,493 40.89% 2,158 59.11% 3,651 3 141

The outcome of 59.11% against the proposal did not result in a majority being in favor of the proposal. After this, the meeting was adjourned for a few minutes for a brief consultation. The attendees were asked to remain seated during the adjournment. Furthermore, Mr Ad van Marrewijk, the chairman of the GMM Committee, was asked to approach the podium.

Once the meeting was reopened, the chairman expressed his disappointment on the outcome of the vote. According to the Management Board and the Supervisory Board, the proposal and motivation were sufficiently valid to be presented to the General Members’ Meeting. The General Members’ Meeting, however, being the highest organ within the cooperative, has made a choice. With regard to the other agenda points of the General Members’ Meeting, the non-acceptance of the proposal on the liquidity contribution meant that the points 6d up to and including 6h could no longer be voted on.The next step for FloraHolland is stated in Article 32, paragraph 8, of the Articles of Association: “If the General Members’ Meeting does not adopt the annual accounts, the Management Board will compile new annual report and financial statements within one month, taking into account the findings of the General Members’ Meeting. The foregoing clauses of this article will then apply accordingly. The new annual report and financial statements will be presented at the next General Members’ Meeting for adoption.”

21

GMM Invitation

This means that at the end of next week at the latest, the members will be informed of the follow-up process and when the next General Members’ Meeting will be held, to which the members/suppliers will, of course, be invited. In the meantime, the Management Board and accountant will set to work on compiling a new version of the 2013 annual accounts for approval by the General Members’ Meeting.

d. Appropriation of 2013 net result (webcast 2.28.30)

This agenda point will not be discussed due to the negative result of the vote on agenda point 6c.

e. Approval of 2013 annual accounts

This agenda point will not be discussed due to the negative result of the vote on agenda point 6c.

f. Making payable the annual installment of the participation reserve

This agenda point will not be discussed due to the negative result of the vote on agenda point 6c.

g. Discharge of Management Board

This agenda point will not be discussed due to the negative result of the vote on agenda point 6c.

h. Discharge of Supervisory Board

This agenda point will not be discussed due to the negative result of the vote on agenda point 6c.

7. Any other business (webcast 2.30.10)

The Chairman asked whether there was any other business. As is customary, this phase of the meeting is for presenting general matters and short questions. It also provides an opportunity for any reactions to the outcome of the voting on the liquidity contribution at point 6c.

In response to a question of Mr A.B. Vink (admin. no. 503236) Mr Vos commented that it unfortunately is not possible to realize remote voting before the extra, yet to be planned, General Members’ Meeting.

Mr C.J.A. Hogenboom (admin. no. 3407) filed a request to add a subject to the agenda of the next General Members’ Meeting because he wants to introduce a motion of no confidence against the Cooperative Board due to the loss suffered in 2013. The speaker also stated that the departure of the previous Financial Director was in line with his expectations. The speaker also questioned the supervision exercised. The chairman referred to the Articles of Association, in which it is clearly stated which stipulations have to be observed when members/suppliers wish to add an agenda point.Mrs S.L.A. van Leeuwen-Vollebregt (admin. no. 2881) wanted to know how many members voted at point 6c and how many were in favor and against. The chairman informed the meeting that the result of the vote only states the percentage of the voting rights. The number of members who were in favor or against, is never disclosed. This is intrinsic to the way in which the voting rights are interpreted. In addition, these votes are absolutely anonymous. The number of members present was 294, which is 4.85% of the total membership. The voting rights of the number of votes cast during this meeting was 3,795, i.e. 14.51% of the total number of votes.Mr K. de Redelijkheid (admin. no.87581) asked if anything can be said about the figures of 2014 so far. Mr Buchwaldt commented that the sales development took off quite well but that May had been weak. Up to and including period 6/2014 - in comparison to Kompas and the budget - the supply in number of trolleys had been slightly above expectation and the number of transactions was higher than expected. This resulted in a more positive view on income, while the costs are currently below budget. Mr J. Bos (admin. no. 458) was of the opinion that a land owner should not sell land too quickly. At the moment, the situation may be troublesome, but by writing off its value or selling the land it is lost forever. If we were to hold onto the land, there could be the possibility of profit in the future. The speaker further mentioned that he did not consider it wise to sell plots to a school and suggested to choose for industry or the like instead, whereby FloraHolland would retain ownership of the land. In a response to this, Mr Buchwaldt commented that the advice with regard to the school (in this case Lentiz) would be taken to heart. The speaker further noted that devaluation does not necessarily precede a sale. A devaluation is done in view of the current situation and allows a realistic valuation of something listed on the FloraHolland balance sheet. This does not mean that there are plans in place to immediately sell the land. One of the considerations to keep the loss of that devaluation within the cooperative (- € 7.4 million incorporated in the 2013 annual accounts) was that the result could, at a later stage, turn positive and that would mean that part of the money would be recovered.

22

Mr J.A. Aerts (admin. no. 87141) referred to the fact that during the December 2013 meeting he asked if a vote could be taken on the budget. The speaker further mentioned that during this evening’s meeting, it was suggested that the contribution be increased by €2,500. In his view, the Advisory Councils could have discussed the financing of the cooperative. In the 2013 annual report, the speaker noted interest rate swaps stating negative amounts. The speaker also said that he found the number of FloraHolland’s participations to be quite substantial. There are also a number of risks involved with very few advantages, he claimed. Big risks, according to the speaker. Regarding the participations, the chairman stated that some time ago a specific meeting was organized to inform the interested members of the Plants and Flowers Advisory Councils on the subject. Mr Buchwaldt commented that in a way the budget is voted upon. During the GMMs in autumn, a vote is taken on the rates, commission and levies and with that, indirectly, the underlying budget. Interest rate swaps should be seen as instruments to record the interest FloraHolland has to pay. This would be a variable interest through normal financing with the banks. It would be wise for FloraHolland to not be confronted with a variable interest. FloraHolland does not have a so-called liability for calls in respect of capital with any of the agreed upon interest rate swaps. The way this is incorporated into the annual accounts was changed somewhat in 2013, which is further explained in the annual accounts. The net effect, however, is very small. In view of the participations, as mentioned before, the Advisory Councils received an explanation on the various aspects during a half-day session. By and large, there are three kinds of participations. The first category concerns unrelated activities. However, FloraHolland has a department in Kenya to handle affairs for members there. There are several of these kinds of participations. The second category concerns participations related to property, where in the past property has been developed in collaboration with customers. FloraHolland often has a minority interest in these participations. The third category involves a set of operations, of which Hobaho - acquired at the time by Bloemenveiling Aalsmeer (VBA) - is the largest and of which the results are consolidated with those of FloraHolland. There is also a participation in Veiling Rhein-Maas, where FloraHolland holds a quarter of the shares. To manage these participations a certain structure was established in order to influence the running of the businesses and to supervise them.Mr J.A. Aerts (admin. no. 87141) asked the Advisory Councils to have another good look at the cooperative’s situation. In his view, more should be done in a cooperative manner and members as well as suppliers should have equal opportunities to sell their products via FloraHolland. The speaker pointed out that the florists’ sector should not evolve in the way that Greenery did. The speaker emphasized that the cooperative is formed by the members/suppliers and that they would have to pay for this and that the loss will have to be covered, one way or another.If requested, Mr Buchwaldt will go into the actual value of the interest rate swap contracts, as stated on page 49 of the annual report.Mr S. Bakker (admin. no. 518786) mentioned that all the big companies listed in the AEX-index suffer great losses when they have a change of management. Within the scope of the interest rate swaps, the speaker commented that the interest rate for FloraHolland is fixed for a large number of years. In this context, the speaker inquired whether an interest of 3.5% could be paid on the member loan and the participation reserve. The chairman suggested that the Audit Committee of the Supervisory Board discuss this subject during its meeting with the Management Board.Mr L.P.C. Bakker (admin. no. 1341) commented with regard to the vote held, that the darkest hour is just before the dawn. The speaker added that he expects a creative solution to cover the loss of 2013 with which the members/suppliers will be satisfied. As to the comments on the way the bankruptcy of Ciccolella and FloraHolland’s takeover of the properties was handled, the speaker asked if FloraHolland purchased any hidden reserves during negotiations, as those could result in a revaluation as well. Mr Buchwaldt indicated that it is not possible to revalue results from an accounting point of view. The reasoning is based on the principle of continuity. A revaluation is allowed at a lower value, but the rules do not allow for a spontaneous revaluation. Depending on the result this could have in the future, it could be said that hidden reserves were indeed purchased.Mr J.P.C.M. Nederpel (admin. no. 509004) indicated that many suppliers currently present, were shocked by the comments relating to the contribution increase. The speaker noted that the comments on covering the loss of 2013 could have had an influence on the vote. Many smaller suppliers with fewer voting rights have taken this opportunity to let their voices be heard and to make their presence known. According to the speaker, these suppliers are the most expensive to auction but that they proportionally generate a lot of income. Therefore, the speaker called on the attendees to act as a cooperative and to include these costs in the rates and to not touch the contribution of far smaller members. The chairman indicated that this appeal would be taken to heart.Mr J.A.A.M. Kester (admin. no. 22395) briefly returned to the vote outcome and said that the cooperative should be cherished, because not one of the suppliers present would have managed to make it on their own. It was his opinion that the negative result of the vote could have a positive effect. Subsequently, the speaker pointed out possible dangers that could develop from a free trade agreement in respect of the breeders’ rights. The speaker then inquired about a possible decision regarding a TV broadcaster and which preconditions have been set. In conclusion, the speaker inquired as to what was going to happen with the PT funds and to make sure that these funds are not used in improperly. In his response to this, the chairman stated that after the meeting, he was scheduled to discuss the complex and specific subject of breeders’ rights. With regard to the TV broadcaster 247Green, Mr Vos commented that one of the members of FloraHolland is the driving force for this project to see whether a program à la 24 Kitchen can be set up. The idea is supported because it will benefit the sector. However, we will have to wait for the business case, which is expected in July, to gage any possible effects.

23

GMM Invitation

As far as the Productschap Tuinbouw (PT) is concerned, the chairman partly holds the sector responsible for the PT being reduced with the intention of phasing it out by the end of 2014. This based on the outcome of the entrepreneur polls held in recent years. There are still PT funds available, so each sector within the PT can still submit projects and request funding for the coming few years. It would be wise to use these funds because it would otherwise become a matter of division when they are reimbursed to the contributors. It would also be important to, at this moment in time, investigate which matters could be paid for with collective resources in the years to come. We will consult with LTO as to the wisest possible way of rounding off the PT.Mr C. Buis (admin. no. 52) concluded that only 5% of the total number of members have attended this meeting and that the suppliers who are against the proposal were present to let their voices be heard. The majority, however, who are in favor of the proposal, were absent. The speaker drew special attention to the communication of the next GMM to ensure that it is clear to the members who didn’t attend this evening’s meeting just how important it is to be present and to cast their vote. The speaker added that not too many changes should be made to the current proposal to cover the loss of 2013 because it is a fair proposal costing each supplier 0.5% over the realized sales.It was reported that some questions were asked via the webcast (Gebr. P. & J. Ravensbergen, admin. no. 504614) referring to agenda point 6c. It was decided to not answer these questions during the meeting.Mr H.J.M. Stricker (2003) expressed his appreciation for the quick response of the organization earlier this week to his displeasure about the change of Account Online, made known to him via the FloraHolland Community. The speaker added his regret that the evening had not delivered a positive outcome on the proposal to cover the loss of 2013. In conclusion, as to the fairness of the proposal, the speaker fully agreed with the previous speaker.Mr H.H.A.M. Appelboom (admin. no. 84282) mentioned that rent has been charged for the blue trays and pallets since the beginning of this year and that he is interested in the reasons for this. Mr Buchwaldt informed him that he did not have the exact information on the blue trays on hand. It was agreed to contact Mr Appelboom on this subject at a later stage.

8. Conclusion (webcast 3.02.10)

In his conclusion, the chairman spoke on the way the meeting had developed. The appeal to handle the cooperative FloraHolland with care, was heartily supported by the chairman. In his view, each entrepreneur must be convinced that it is in his own interest to be a member of a collective. Many are committed to this and have increased their involvement in the cooperative.In respect of the result of the vote, the Supervisory Board and the Management Board in particular, will prepare a proposal for the next General Members’ Meeting.The speaker thanked all attendees for the manner in which the discussion took place this evening.The speaker further emphasized the importance of collaborating and called on the attendees to think about this and to talk to each other. After all, it is about exercising influence on the final selling price while the returns are under pressure. It was the speaker’s opinion that matters have to be dealt with from the bottom up as well as from the top down, and that choices have to be made. The strategy has to be clear and FloraHolland must stop trying to do more than it should. Not everybody will be pleased with the outcome of this and that too will be discussed with everyone.

Subsequently, the speaker expressed his hope that everyone will enjoy the summer and summer holidays and to see things in their proper perspective and proportion.In conclusion, the speaker thanked all those present for their attendance and asked them to turn in their keypads and smartcards on departure.He also thanked those who watched this meeting via the webcast for their attention.With these words, the chairman adjourned the meeting and wished everyone a safe trip home.

floraholland.com

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