DECISION. No.19 of

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1 DECISION No.19 of Regarding the authorization of the economic concentration realized through the acquisition of control by SC BUNGE ROMANIA SRL over the trademarks Ulvex,,,Soreanca,,,Rumen,,,Evrika and the assets of SC AGRICOVER SA Buzau regarding oil production The Competition Council 1. Having regard to the Decree no. 57/ for the appointment of the members of the Competition Council Plenum; 2. Having regard to the Decrees no. 1087, 1088 and 1089 of September 6, 2006, for the appointment of the members of the Competition Council Plenum, published in the Official Gazette of Romania, Part I, no.767 of September 8, 2006; 3. Having regard to the Decision of the Competition Council Plenum no.07/ , regarding the ad-interim duties of the Competition Council President, published in the Official Gazette of Romania, Part I, no.287 of ; 4. Having regard to the Competition Law no.21/1996, republished in the Official Gazette of Romania, Part I, no.742 of August 16, 2005; 5. Having regard to the Regulation on organization, functioning and procedure of the Competition Council, published in the Official Gazette of Romania, Part I, no.288 of 01/04/2004, with the subsequent amendments 1

2 and completions; 6. Having regard to the Regulation concerning the authorization of the economic concentrations, published in the Official Gazette of Romania, Part I, no. 280 from ; 7. Having regard to the Guidelines on the calculation of turnover in the cases of anti-competitive practices stipulated in art.5 par.(1) of the Competition Law no. 21/1996 and in economic concentrations cases, published in the Official Gazette of Romania, Part I, no.440 of 17/05/2004; 8. Having regard to the Guidelines on relevant market definition, with a view to the determining the market share, published in the Official Gazette of Romania, Part I, no.288 of 01/04/2004; 9. Having regard to the Guidelines on the application of the provisions of art.33 1 of the Competition Law no. 21/1996 regarding calculation of the authorization fee for economic concentrations, published in the Official Gazette of Romania, Part I, no.288 of 01/04/2004; 10. Having regard to the notification of the economic concentration, registered at the Competition Council under no. RS 11 din that became effective on ; 11. The documents in the case file no. RS-11/ ; 12. Having regard to the Note of the Consumer Goods Directorate concerning the analysis of the notified economic concentration registered under no. SN/652/ Where as: 1. On , SC BUNGE ROMANIA SRL 2 has notified, according to the provisions of art. 15 par. (1) of the Competition Law no. 21/1996, republished, the economic concentration that will be realized through the acquisition of sole control, directly, by SC BUNGE ROMANIA SRL over the trademarks Ulvex,,,Soreanca,,,Rumen,,,Evrika,,,Mythos and,,universal, and also over the SC AGRICOVER SA Buzau assets regarding oil production (hereinafter Agricover Assets). The notification of the economic concentration operation has become effective on The acquisition of control by SC BUNGE ROMANIA SRL over the trademarks Ulvex,,,Soreanca,,,Rumen,,,Evrika, and also over the SC AGRICOVER SA 1 Art.33 became art.32 by republication of the Competition Law no.21/ Headquarter: Iasi, Calea Chisinaului nr. 173 corp administrativ, Judetul Iasi, Unique Registering Code: R , Registering Number of National Trade Register Office: J22/2012/

3 Buzau assets regarding oil production, will be realized directly, according to the provisions of art.10 par.(2) let.b) of the Competition Law no.21/1996, republished. THE INVOLVED PARTIES 3. The acquiring party: SC BUNGE ROMANIA SRL, the acquiring undertaking, is active on the Romanian market with a wide range of crude and refined edible seed oils, and other products obtained by crushing oil seeds (soya beans, sunflower, rape etc.) and by further refining crude oil, respectively oilseed meals (of soya beans, sunflower, rape etc.), fatty acids, draffs, oilseed husks and other residual products, cereals, halva. Besides the turnover achieved through the commercialization of the products mentioned above, SC BUNGE ROMANIA SRL realized turnover also by renting and providing different services. The undertaking BUNGE ROMANIA SRL is controlled by the company Koninklijke Bunge B.V. Nederland 3. The Bunge Group also controls in Romania SC Unirea SA 4, SC Interoil SA 5 and SC Muntenia SA 6, undertakings that activate on the market of production and commercialization of crude and refined seed oils. 4. The acquired undertaking: The Agricover Assets (the capacities for the production, refining and bottling of crude seed oil) are present on the Romanian market with a wide variety of edible crude and refined seed oils, and other products obtained by crushing oil seeds (soya beans, sunflower, rape etc.) and by refining the crude oil, respectively the oilseed meals (of soya beans, sunflower, rapeseed etc.), fatty acids, draffs, oilseed husks and other residual products. The acquired assets, used for the exploitation of oil production facility in Buzau 7, are owned by SC Agricover SA 8. THE NATURE OF THE ECONOMIC CONCENTRATION 5. On , The Asset Sale and Purchase Agreement (hereinafter called ASPA), has been concluded between SC Agricover SA, as the Seller, [...], and SC BUNGE ROMANIA SRL, as the Purchaser, by which SC BUNGE ROMANIA SRL will acquire sole control over more assets currently owned by SC Agricover SA and used for the integrated oil production (including crushing, refining and 3 Headquarter: Aert Van Nesstraat 45, 3012 CA Roterdam, Nederlands, Registering Number of National Trade Register Office: / Headquarter: Iasi, Calea Chisinaului nr. 173 corp administrativ, Judetul Iasi, Unique Registering Code: R , Registering Number of National Trade Register Office: J22/267/ Headquarter: Oradea, Str. Lotrului nr. 2-6, Oradea, Judetul Bihor, Unique Registering Code: R 54523, Registering Number of National Trade Register Office: J5/147/ Headquarter: Bucuresti, Str. Spatarul Preda nr. 2, Sectorul 5, Unique Registering Code: R , Registering Number of National Trade Register Office: J40/544/ The oil production facility is located in Buzau, Aleea Industriilor nr. 5-7, Judetul Buzau 8 Headquarter: Buzau, Str. Aurel Vlaicu nr.2, Judetul: Buzau, Unique Registering Code: R , Registering Number of National Trade Register Office: J10/427/

4 bottling) (hereinafter called Business ). 6. The assets subject to transaction consist of : land, buildings, equipments, machinery, spare parts, tools, furniture, fixtures; all the intellectual property rights owned by SC Agricover SA and used in connection with the Business, including the following: the trademarks SOREANCA, ULVEX refine and winterized 100% sunflower oil, ULVEX, RUMEN, UNIVERSAL, MYTHOS, EVRIKA and the industrial designs the industrial design for Bottles ; all rights relating to the Railroad currently used by Agricover in connection with the Business, and stock-in-trade of the Business, including raw materials, components, work-in-progress and finished goods. ECONOMIC CONCENTRATION OPERATION DIMENSION 7. The economic concentration operation has been notified to the Competition Council according to the provisions of art. 15 par. (1) of the Competition Law no. 21/1996, republished, because the aggregate turnover of the involved parties, in 2006, exceeded the threshold of EUR 10 million, provided for in art. 14 of law, and there are at least two undertakings involved in the operation which achieved on the Romanian territory, each in part, a turnover exceeding the threshold of EUR 4 million, provided for in art.14 of law. THE RELEVANT PRODUCT MARKET 8. Having regard to the sectors in which both the Agricover Assets (the capacities of crushing the oil seeds, producing and refining the crude seed oil and bottling the refined seed oil) achieved by SC BUNGE ROMANIA SRL, and the acquiring undertaking, are active, several relevant markets are defined: 8.1. The market of production and commercialization of vegetable crude seed oils (hereinafter crude seed oils) The vegetable crude seed oil could be sold in bulk, for further processing or could be refined for obtaining the vegetable refined oil. Crude seed oil 9 and refined seed oil form separate relevant product markets insofar as there are specific customers for crude seed oil (irrespective of the fact that the value added by refining is low) The market of production and commercialization of bulk refined seed oils Because the refined seed oils are generally substitutable and are generally mixed by the food manufacturers, the bulk refined seed oil market cannot be segmented based on particular seed varieties. 9 ADM/VDBO - Case No. COMP/M.3188, Soprol/Cereol - Case No. COMP/M

5 The refined oil may be: (a) sold in bulk, for further processing, (b) packed in bottles under the producer s own brands for sale to retailers or to the foodservice customers; (c) bottled under the distributor s own brands (private label). Regarding the supply of packed refined seed oil to retailers, there are essentially two modalities in which bottled refined seed oil is sold, also used by the parties: (i) the packed refined seed oil, sold under the producer s own brands, and (ii) the packed refined seed oil, sold under private label The market of production and commercialization of packed refined seed oils: - after refining and blending, the bulk refined seed oil may either be transported on pipe or road tanker for further processing or packed (canned or bottled) for retail sale 10, under producer s own brand. - both Bunge and the Assets subject to the economic concentration operation are active on the increasingly sector of unbranded seed oil bottled products, which are produced for and under distributor s own brands (supermarket, cash &carry etc). SC BUNGE ROMANIA SRL produces and commercializes packed refined seed oil sold under the following trademarks: - under the producer s own brands: Floriol, Unisol, Raza Soarelui, Horea 11, Muntenia and Oleina 12 ; - under the distributor s own brands (packed refined seed oil sold under the cash & carry, hypermarkets own brands, etc.): [...]. SC AGRICOVER SA s Assets produce and commercialize packed refined seed oil sold under the following trademarks: - under the producer s own brands: Ulvex, Soreanca, Rumen, Mytos, Universal and Evrika 13 ; - under the distributor s own brands (packed refined seed oil sold under the cash & carry, hypermarkets own brands, etc.): [...]. The two types of edible refined seed oils trademarks are competing trademarks on the market of packed refined seed oils. In addition to the sunflower oil, the relevant product market comprises the soy seed oil, which has an insignificant amount compared to the total amount of edible oil seeds produced in the whole country, being used in principal for producing margarine, but also comprises corn and rape seed oils, which are produced in small quantities in Romania. 10 ADM/VDBO - Case No. COMP/M It didn t achieve turnover from sales under this trademark 12 It didn t achieve turnover from sales under this trademark 13 It didn t achieve turnover from sales under this trademark 5

6 The relevant product market does not comprise the animal fats, because these do not constitute anymore a substitute for the edible seed oil, only for a small part of rural population, farmers, because of the changes in the consumers preferences. Also, the animal fats account for a minor part of the sales on this market The market of commercialization of oilseed meals The oilseed meal is a by-product obtained from the crushing of oilseeds (mainly soya, rape and sunflower). Oilseeds such as soya, sunflower and rape, etc are crushed for obtaining the oilseed meal and the crude seed oil. Because the Assets are used in the oilseed meal production, the parties submit that the oilseed meal represents one single product market for the purpose of the economic concentration operation. According to the previous European Commission practice 14, it was not considered to be appropriate to make a distinction between the different types of oilseed meal as there is significant demand-side and supply-side substitutability, interdependent pricing and comparable nutritional value. What kind of oilseeds are crushed depends mainly on the availability and price of the seeds and their nutritional value. Soya, sunflower and rape seeds are on the basis of their nutritional value the main sources although other oilseeds can also, up to a certain extent, be used. In conclusion, it would be appropriate to define one single product market for oilseed meals extracted from the various different oilseed origins The market of production and commercialization of fatty acids Fatty acids are by-products obtained after refining the crude seed oil The market of production and commercialization of druffs Druffs are by-products, obtained after producing the seed oil, which are then sold to the chemical companies The market of production and commercialization of oil seeds husks Oil seeds husks are residual products resulted from the decortication of oil seeds before being pressed for obtaining the crude seed oil. 14 Cargill/Agribrands Case No. COMP/M

7 8.8. The market of production and commercialization of other residual products The other residual products are products resulted from the selection and process of oil seeds, before the decortication. THE RELEVANT GEOGRAPHIC MARKET 9. Having regard to the dispersion of products (crude seed oil, bulk refined seed oil, packed refined seed oil both under the producer s own brand and the distributor s own brand oilseed meal, fatty acids, druffs, oil seeds husks and other residual products) which covers the whole country, the relevant geographic market is defined as being the Romanian territory. THE COMPETITIVE ASSESSMENT 10. The economic concentration operation is a horizontally economic concentration, both involved parties acting on the same relevant markets. 11. The analyzed economic concentration is realized between the first two competitors active on the Romanian market of production and commercialization of packed refined seed oil (under the producer s own brand and the distributor s own brand). 12. The SC Agricover SA activity regarding the production of crude and refined seed oils (both the bulk refined seed oils and the packed refined seed oils sold under the producer s own brand and the distributor s own brand) is acquired by SC BUNGE ROMANIA SRL, the new entity becoming the most important producer acting on these relevant markets. 13. In the analysed period , the overall market of packed refined seed oil has recoded an ascending trend both in volume and value data. 14. In 2004 SC BUNGE ROMANIA SRL held on the overall market of packed refined seed oil, market shares amounting to [...]% (in volume) and to [...]% (in value); in 2005, it held market shares amounting to [...]% (in volume) and to [...]% (in value), and in 2006 the market share held was amounting to [...]% (in volume) and to [...]% (in value). In the analyzed period it could be noticed a descending trend of market shares, both in volume and value data. 15. The Assets subject to this transaction held in 2004 a market share amounting to [...]% (in volume) and to [...]% (in value), in 2005 it held [...]% (in volume) and [...]% (in value), and in 2006, the market shares were amounting to : [...]% (in volume) and [...]% (in value). The evolution of market shares in the analyzed period shown the easily descending trend of the Assets activity. 16. The other 11 actors on the market of packed refined seed oil held market shares ranging from [...]% to [...]%, and the import, in 2005 and 2006, amounted 7

8 to [...]%, respectively to [...]%. 17. Besides the producers of packed refined seed oil sold under producer s own brands, the producers of packed refined seed oil sold under distributor s own brand activates on this market (cir. 15 undertakings which have their own distribution network), brands that are produced by the seed oil producers, but are commercialized by the distributors through their own distribution network. The overall market share held by the private label amounted in 2005 to [...]%, and in 2006, amounted to [...]%. Only two undertakings held bigger market shares, amounting to [...]%. 18. The custom duties, from , have been eliminated for the imports from UE. 19. It could be noticed that the imports, in 2006, didn t represent an important source, amounting to [...]% for packed refined seed oil. 20. In conclusion, although, in the analysed period , the overall market of packed refined seed oil had an ascending trend, there was no need for new production capacities, because it existed excess capacities for other [...] tones of packed refined seed oil. 21. The new entity held in 2006 a market share of [...]% (both in volume and in value). 22. The market share of the new entity on the market of packed refined seed oil, calculated on the basis of the sales both in volume and in value was almost three times bigger than each of the market shares of the next two competitors active on this market, respectively SC Argus SA and SC Cargill SA. 23. The HHI, calculated on the basis of market shares held by the undertakings active on the market of production and commercialization of packed refined seed oil (under the producer s own brand and the distributor s own brand) in 2006, shows a concentrated market. 24. In conclusion, on a preliminary basis, the notified economic concentration has been identified as a problematic operation from a competitive point of view, for the following reasons: the economic concentration operation is realized between the first two undertakings that are active on the Romanian market of production and commercialization of packed refined seed oil; the second undertaking (Agricover) as importance exit the market of production and commercialization of packed refined seed oil, and the next competitor holds on the market of packed refined seed oil a market share that represents the third part of the market share of the new entity ; 8

9 Regarding the existence of entry barriers on the market of packed refined seed oil, it resulted that: a) The investments related to the construction of a new facility for crushing the oil seeds and obtaining the crude seed oil, refining the crude seed oil and bottling the refined seed oil, have been estimated by the parties to cir. [...] million euro; b) Besides the investments for the construction of a new production facility there are necessary investments for promoting the trademarks produced by a new entrant on this market, and also the investments for raw materials necessary to the production process; c) According to the estimations of the actual undertakings, the recovery of the investments for the construction of a new production facility and for promoting the products on the market takes a longer time than in the situation of acquisition of an already existing production facility and of an already existing seed oil trademarks; d) Regarding the direct access to the raw materials (oil seeds), it should be noticed that for the acquisition of raw materials significant investments are necessary, because the acquisitions take a short time (on cropping) and, in addition, there are necessary investments for the construction or acquisition of warehouses, because the raw materials could only be acquired when cropping and must be stored a longer period of time, being used in the production process until the next year crops; e) The capacity of crushing of oil seeds and of producing crude seed oil, that of refining and bottling are excess : in 2006, in accordance with the information submitted by the acquiring undertaking, SC BUNGE ROMANIA SRL, the overall crushing capacity was over [...] tones/year, and the refining one was about [...] tones/year. The overall supplies of packed refined seed oil, in 2006, on the Romanian market of packed refined seed oil was about [...] tones/year, having as a result an excess refining capacity about [...]%. If the demand of packed refined seed oil increases on this market, the excess capacity might be used. 25. As a result of this economic concentration operation, SC BUNGE ROMANIA SRL consolidates its position on the market of packed refined seed oil. This market has been identified as a market on which the competition could be distorted following the economic concentration operation. 26. SC BUNGE ROMANIA SRL decided to modify the proposed transaction terms 15, in order to assure the compatibility of the notified economic concentration with a normal competitive environment, in accordance with the provisions of art. 33 of Guidelines on remedies acceptable in case of conditional authorizing of certain economic concentrations. 15 SC BUNGE ROMANIA SRL has submitted the commitments to the Competition Council, registered under no. RG 2577 of (Annexed to this Decision) 9

10 27. As a result, SC BUNGE ROMANIA SRL committed to amend The Asset Sale and Purchase Agreement concluded with SC Agricover SA, in order to give up acquiring the trademarks Mythos and Universal. It also have been modified the clauses regarding the non-competition clause, in order to grant to SC Agricover SA and to the Agricover Group the exclusive right to produce and commercialize, without any restriction from SC BUNGE ROMANIA SRL and the Bunge Group, the trademarks Mythos and Universal. 28. As a result of the commitment of the acquiring undertaking of giving up to acquire the trademarks Mythos and Universal, the acquired undertaking will remain an actual competitor on the market of packed refined seed oil with these trademarks. 29. As a result of the commitment of giving up to acquire two of the trademarks of the packed refined seed oil, the market share, as a result of the notified economic concentration, is about [...]%. 30. After the completion of the economic concentration operation, the Agricover Group will activate on the market of production and commercialization of packed refined seed oil; the two trademarks held in 2006 a market share of [...]%. 31. The competition concerns identified by the Competition Council during its analysis, regarding the commercialization of packed refined seed oil and the distortion of competition on this market, have been removed by the commitments assumed by the acquiring undertaking. 32. In conclusion, following the commitments assumed by SC BUNGE ROMANIA SRL, a dominant position is not created or consolidated as a result of the notified economic concentration, that could have as its effect the distortion of competition on the market of production and commercialization of packed refined seed oil. 33. Regarding the other defined relevant product markets as : the market of production and commercialization of crude seed oil, the market of production and commercialization of bulk refined seed oil, the market of production and commercialization of oilseed meal, the markets of fatty acids, draffs, oilseed husks and other residual products, there are no competition concerns. 34. The HHI, calculated post merger, on the market of production and commercialization of crude seed oil, the market of production and commercialization of bulk refined seed oil, the market of production and commercialization of oilseed meal, shows weak concentrated markets. 35. The market of production and commercialization of fatty acids, draffs, oilseed husks and other residual products amount in the overall turnover under [...]%. ANCILLARY RESTRAINS 10

11 36. ASPA has a non-competition clause according to which SC Agricover SA and [...] undertake, and they will assure that no member of the Agricover Group and/or of the [...] would not be involved, either directly or indirectly, in any business competing on the Romanian territory with the business realized on the moment of the completion of transaction (respectively crushing of oil seeds, refining, bottling and packing of vegetable oils and fats). 37. Also, according to the same contract, the authorization of the present economic concentration operation by the Competition Council was conditioned by the authorization, expressly or tacitly, of a Commercial Cooperation Agreement, annex to ASPA. 38. By the letter of the Competition Council nr.cc/dbc/144/ , the parties have been informed that the duration of the non-competition clause of 5 years is not justified according to the provisions of Regulation regarding the authorization of economic concentrations, and is necessary to qualify the Commercial Cooperation Agreement in accordance with the provisions of Chapter IV of the mentioned Regulation. 39. Therefore, on , the concerned parties decided to reduce the duration of non-competition clause to a 3 years period, according to the provisions of Regulation regarding the authorization of economic concentrations, and they have eliminated from ASPA any reference to the Commercial Cooperation Contract. 40. Following the commitments assumed by the parties, this non-competition clause has been modified, in order to grant SC Agricover SA and to the Agricover Group the exclusive right to produce and commercialize without any restriction from SC BUNGE ROMANIA SRL and from the Bunge Group, the trademarks Mythos and Universal, the other provisions regarding this clause remaining the same. DECIDES Art.1. According to the provisions of art. 46 paragraph (1) letter b) of the Competition Law no.21/1996, republished and the provisions of the Regulation regarding the authorization of economic concentrations, it is issued the current non-objection decision regarding the economic concentration that will be realised through the acquisition of sole control directly by SC BUNGE ROMANIA SRL over the trademarks Ulvex,,,Soreanca,,,Rumen and,,evrika, and over the assets in connection with the SC AGRICOVER SA Buzau production of oil, stating that by respecting the commitments submitted by SC BUNGE ROMANIA SRL according to art.33 in Guidelines on remedies acceptable in case of 11

12 conditional authorizing of certain economic concentrations it is assured the compatibility of the operation with a normal, competitive environment. Art.2. SC BUNGE ROMANIA SRL is, according to the provisions of art.32 par.(1) of the Competition Law no. 21/1996, in charge with the payment of the authorization fee for the notified economic concentration. Art.3. The authorization fee calculated on according to the provisions of the Guidelines on the application of the provisions of art.33 of the Competition Law no.21/1996, regarding calculation of the authorization fee for economic concentrations, on the basis of the turnover of 2006 provided by SC BUNGE ROMANIA SRL, through its legal representative, Societatea Civila si Profesionala de Avocati Linklaters, Miculiti, Mihai & Asociatii, with the letter registered at the Competition Council under no. RG-2632 of , amounts to [...]. Art.4. The amount representing the authorization fee shall be transferred by SC BUNGE ROMANIA SRL, to the state budget, through payment order, beneficiary: State Treasure of Buzau, mentioning,,the authorization fee for the economic concentration according to the Competition Law no.21/1996, within maximum 30 days from the date of the communication of this Decision. A copy of the payment order shall be sent without delay to the Competition Council. Art.5. This Decision shall be applicable as of the date it is communicated. Art.6. According to the provisions of article 47(4) of the Competition Law no.21/1996, republished, this Decision may be appealed before the Court of Appeal Bucharest, Administrative Contentious Section, within 30 days of the date of its communication. Art.7. This Decision shall be communicated by the General Secretariat within the Competition Council to the headquarters of: SC BUNGE ROMANIA SRL Iasi, Calea Chisinaului nr. 173, Judetul Iasi SC AGRICOVER SA Buzau, Str. Aurel Vlaicu nr.2, Judetul Buzau Alexe Gavrila President a.i. 12

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14 Mr Alexe Gavrilă The Competition Council Mrs Daniela Bădilă, Adjunct Director - Consumer Goods Directorate Mr Niculae Ţâru, Competition Inspector - Consumer Goods Directorate By courier 18 May 2007 Dear Mr President, Dear Mrs Adjunct Director, Dear Mr Inspector, Having regard to the notification submitted by SC BUNGE România SRL to the Competition Council, registered under no.rs-11/ (hereinafter the Notification) COMMITMENTS TO THE COMPETITION COUNCIL Pursuant to the provisions of the Competition Council Guidelines on remedies acceptable in case of conditional authorization of certain economic concentrations, BUNGE România SRL (hereinafter Bunge) hereby provides the following commitments (hereinafter the Commitments) in order to enable the Competition Council to declare the acquisition of sole control over some assets (hereinafter the Assets) owned by Agricover SA (hereinafter Agricover) (the Transaction) compatible with a normal competitive environment, by its decision pursuant to article 46 par.(1) let.b) of the Competition Law no.21/1996, republished (hereinafter the Decision). The Commitments shall take effect upon the date of adoption of the Decision. The commitments will be entirely withdrawn and declared null in case in which the Competition Council won t adopt a decision pursuant to article 46 par.(1) let.b), but pursuant to article 46 par.(1) let.c) of the Competition Law no.21/1996, republished. This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as conditions and obligations, in the general framework of the Competition Law no.21/1996, republished, in particular in the light of the Regulation concerning the authorization of the economic concentrations and by reference to the Guidelines on remedies acceptable in case of conditional authorization of certain economic concentrations. 1

15 1 Giving up to acquire the trademarks Mythos and Universal In order to ensure that the Transaction does not impede the effective competition, Bunge commits to amend the Annex 4 (Intellectual Property Rights) to the Asset Sale and Purchase Agreement (hereinafter ASPA) concluded on 2 February 2007 between Bunge and Agricover, so that the following trademarks won t be a part of the Assets acquired within the Transaction: The trademark Mythos, registered at the OSIM under no of , valid until , The trademark Universal, registered at the OSIM under no of , valid until The amendment of the non-competition clause Bunge and Agricover commits to amend the provisions of the non-competition clause provided for in paragraph of SPAA, in order to grant to SC Agricover SA and to the Agricover Group the exclusive right to produce and commercialize, without any restriction from SC BUNGE ROMANIA SRL and the Bunge Group, the trademarks Mythos and Universal. Please receive the attached Amendment Agreement which amends the Sale and Purchase Agreement, so that to reflect the above commitments. Signed today, 18 May 2007, Bucharest. BUNGE România SRL Agricover SA Mr Michael Whitney General Manager Mr Hamid Kaveh Administrator 2

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