VILMORIN & CIE : Formulaire de vote par correspondance et de vote par procuration

(1) GENERAL INFORMATION

This is the sole form pursuant to Article R. 225-76 du Code de Commerce. Whichever option is used, the signatory should write his/her exact name and address in capital letters in the space provided e.g. a legal guardian: if this information is already supplied, please verify and correct if necessary.

If the signatory is a legal entity, the signatory should indicate his/her full name and the capacity in which he is entitled to sign on the legal entity's behalf. If the signatory is not the shareholder (e.g. a legal guardian), please specify your full name and the capacity in which you are signing the proxy. The form sent for one meeting will be valid for all meetings subsequently convened with the same agenda (Article R. 225-77 alinéa 3 du Code de Commerce).

The text of the resolutions is in the notification of the meeting which is sent with this proxy (Article R. 225-81 du Code de Commerce). Please do not use both "I VOTE BY POST" and "I HEREBY APPOINT" (Article R. 225-81 du Code de Commerce). The French version of this document governs; the English translation is for convenience only.

(3) PROXY TO THE CHAIRMAN OF THE GENERAL MEETING

Article L. 225-106 du Code de Commerce (extract):

"In the case of any power of representation given by a shareholder without naming a proxy, the chairman of the general meeting shall issue a vote in favor of adopting a draft resolutions submitted or approved by the Board of Directors or the Management board, as the case may be, and a vote against adopting any other draft resolutions. To issue any other vote, the shareholder must appoint a proxy who agrees to vote in the manner indicated by his principal".

with, he or she is informed by the proxy of any event enabling him or her to measure the risk that the latter pursue an interest other than his or hers. This information relates in particular to the event that the proxy or, as the case may be, the person on behalf of whom it acts:

1° Controls, within the meaning of Article L. 233-3, the company whose general meeting has to meet;

2° Is member of the management board, administration or supervisory board of the company or a person which controls it within the meaning of Article L. 233-3;

3° Is employed by the company or a person which controls it within the meaning of Article L. 233-3;

(1) GENERAL INFORMATION

This is the sole form pursuant to Article R. 225-76 du Code de Commerce. Whichever option is used, the signatory should write his/her exact name and address in capital letters in the space provided e.g. a legal guardian: if this information is already supplied, please verify and correct if necessary.

If the signatory is a legal entity, the signatory should indicate his/her full name and the capacity in which he is entitled to sign on the legal entity's behalf. If the signatory is not the shareholder (e.g. a legal guardian), please specify your full name and the capacity in which you are signing the proxy. The form sent for one meeting will be valid for all meetings subsequently convened with the same agenda (Article R. 225-77 alinéa 3 du Code de Commerce).

The text of the resolutions is in the notification of the meeting which is sent with this proxy (Article R. 225-81 du Code de Commerce). Please do not use both "I VOTE BY POST" and "I HEREBY APPOINT" (Article R. 225-81 du Code de Commerce). The French version of this document governs; the English translation is for convenience only.

(4) PROXY TO A MENTIONED PERSON (INDIVIDUAL OR LEGAL ENTITY) 4° Is controlled or carries out one of the functions mentioned with the 2° or the 3° in a person or an entity controlled by a person who controls the company, within the meaning of Article L. 233-3.

Article L. 225-106 du Code de Commerce (extract): This information is also delivered when a family tie exists between the proxy or, as the case may be, the person on behalf

"I - A shareholder may be represented by another shareholder, by his or her spouse, or by his or her partner who he or of whom it acts, and a natural person placed in one of the situations enumerated from 1° to 4° above.

she has entered into a civil union with. When during the proxy, one of the events mentioned in the preceding subparagraphs occurs, the proxy informs without

He or she can also be represented by an individual or legal entity of his or her choice: delay his constituent. Failing by the latter to confirm explicitly the proxy, this one is null and void. The termination of the

1° When the shares are admitted to trading on a regulated market; proxy is notified without delay by the proxy to the company.

2° When the shares are admitted to trading on a multilateral trading facility which is subject to the legislative and The conditions of application of this article are determined by a Conseil d'Etat decree. regulatory provisions that protects investors against insider information, price manipulation, and dissemination of false Article L. 225-106-2 du Code de Commerce

information as provided by the general regulation of the Autorité des marchés financiers (French Financial Markets Any person who proceeds to an active request of proxy, while proposing directly or indirectly to one or more Regulatory Authority), included on a list issued by the AMF subject to the conditions provided by its general regulation, shareholders, under any form and by any means, to receive proxy to represent them at the general meeting of a company and stated in the company memorandum and articles of association. mentioned in the third and fourth subparagraphs of the Article L. 225-106, shall release its voting policy.

II - The proxy as well as its dismissal, as the case may be, must be written and made known to the company. A Conseil It can also release its voting intentions on the draft resolutions submitted to the general meeting. It exercises then, for any d'Etat decree specifies the implementation of the present paragraph. proxy received without voting instructions, a vote in conformity with the released voting intentions.

III - Before every general meeting, the chairman of the board of directors or the management board, as the case may be, The conditions of application of this article are determined by a Conseil d'Etat decree.

may organise a consultation with the shareholders mentioned in Article L. 225-102 to enable them to appoint one or

more proxies to represent them at the meeting in accordance with the provisions of this Article. Article L. 225-106-3 du Code de Commerce

Such a consultation shall be obligatory where, following the amendment of the memorandum and articles of association The commercial court of which the company's head office falls under can, at the request of the constituent and for a pursuant to Article L. 225-23 or Article L. 225-71, the ordinary general meeting is required to appoint to the board of duration which cannot exceed three years, deprive the proxy of the right to take part in this capacity to any general directors or the supervisory board, as the case may be, one or more shareholder employees or members of the meeting of the relevant company in the event of non-compliance with mandatory information envisaged from the third to supervisory board of the company investment funds that holds company's shares. Such a consultation shall also be seventh paragraphs of Article L. 225-106-1 or with the provisions of Article L. 225-106-2. The court can decide the obligatory where a special shareholders' meeting is required to take a decision on an amendment to the memorandum publication of this decision at the expenses of the proxy.

and articles of association pursuant to Article L. 225-23 or Article L. 225-71. Any clauses that conflict with the provisions The court can impose the same sanctions towards the proxy on request of the company in the event of noncompliance of of the preceding sub-paragraphs shall be deemed non-existent." the provisions of the Article L. 225-106-2.

Article L. 225-106-1 du Code de Commerce

When, in the events envisaged by the third and fourth paragraphs of the Article L. 225-106 I, the shareholder is represented by a person other than his or her spouse or his or her partner who he or she has entered into a civil union

(2) POSTAL VOTING FORM

Article L. 225-107 du Code de Commerce:

"A shareholder can vote by post by using a postal voting form determined by Conseil d'Etat decree. Any other methods are deemed to be invalid.

Only the forms received by the Company before the Meeting, within the time limit and conditions determined by Conseil d'Etat decree, are valid to calculate the quorum.

The forms giving no voting direction or indicating abstention are deemed to vote "no".

➨ If you wish to use the postal voting form, you have to shade the box on the front of the document : "I VOTE BY POST".

In such event, please comply with the following instructions :

If you wish to vote by post, it is essential that you check the I VOTE BY POST box overleaf. In this case, please comply with the following instructions:

• For the resolutions proposed or agreed by the Board, you can :

- either vote "yes" for all the resolutions by leaving the boxes blank,

- or vote "no" or "abstention" (which is equivalent to vote "no") by shading boxes of your choice.

• For the resolutions not agreed by the Board, you can vote resolution by resolution by shading the appropriate boxes. In case of amendments or new resolutions during the shareholder meeting, you are requested to choose between three possibilities (proxy to the chairman of the general meeting, abstention, or proxy to a mentioned person (individual or legal entity), by shading the appropriate box.

(4) PROXY TO A MENTIONED PERSON (INDIVIDUAL OR LEGAL ENTITY) 4° Is controlled or carries out one of the functions mentioned with the 2° or the 3° in a person or an entity controlled by a person who controls the company, within the meaning of Article L. 233-3.

Article L. 225-106 du Code de Commerce (extract): This information is also delivered when a family tie exists between the proxy or, as the case may be, the person on behalf

"I - A shareholder may be represented by another shareholder, by his or her spouse, or by his or her partner who he or of whom it acts, and a natural person placed in one of the situations enumerated from 1° to 4° above.

she has entered into a civil union with. When during the proxy, one of the events mentioned in the preceding subparagraphs occurs, the proxy informs without

He or she can also be represented by an individual or legal entity of his or her choice: delay his constituent. Failing by the latter to confirm explicitly the proxy, this one is null and void. The termination of the

1° When the shares are admitted to trading on a regulated market; proxy is notified without delay by the proxy to the company.

2° When the shares are admitted to trading on a multilateral trading facility which is subject to the legislative and The conditions of application of this article are determined by a Conseil d'Etat decree. regulatory provisions that protects investors against insider information, price manipulation, and dissemination of false Article L. 225-106-2 du Code de Commerce

information as provided by the general regulation of the Autorité des marchés financiers (French Financial Markets Any person who proceeds to an active request of proxy, while proposing directly or indirectly to one or more Regulatory Authority), included on a list issued by the AMF subject to the conditions provided by its general regulation, shareholders, under any form and by any means, to receive proxy to represent them at the general meeting of a company and stated in the company memorandum and articles of association. mentioned in the third and fourth subparagraphs of the Article L. 225-106, shall release its voting policy.

II - The proxy as well as its dismissal, as the case may be, must be written and made known to the company. A Conseil It can also release its voting intentions on the draft resolutions submitted to the general meeting. It exercises then, for any d'Etat decree specifies the implementation of the present paragraph. proxy received without voting instructions, a vote in conformity with the released voting intentions.

III - Before every general meeting, the chairman of the board of directors or the management board, as the case may be, The conditions of application of this article are determined by a Conseil d'Etat decree.

may organise a consultation with the shareholders mentioned in Article L. 225-102 to enable them to appoint one or

more proxies to represent them at the meeting in accordance with the provisions of this Article. Article L. 225-106-3 du Code de Commerce

Such a consultation shall be obligatory where, following the amendment of the memorandum and articles of association The commercial court of which the company's head office falls under can, at the request of the constituent and for a pursuant to Article L. 225-23 or Article L. 225-71, the ordinary general meeting is required to appoint to the board of duration which cannot exceed three years, deprive the proxy of the right to take part in this capacity to any general directors or the supervisory board, as the case may be, one or more shareholder employees or members of the meeting of the relevant company in the event of non-compliance with mandatory information envisaged from the third to supervisory board of the company investment funds that holds company's shares. Such a consultation shall also be seventh paragraphs of Article L. 225-106-1 or with the provisions of Article L. 225-106-2. The court can decide the obligatory where a special shareholders' meeting is required to take a decision on an amendment to the memorandum publication of this decision at the expenses of the proxy.

and articles of association pursuant to Article L. 225-23 or Article L. 225-71. Any clauses that conflict with the provisions The court can impose the same sanctions towards the proxy on request of the company in the event of noncompliance of of the preceding sub-paragraphs shall be deemed non-existent." the provisions of the Article L. 225-106-2.

Article L. 225-106-1 du Code de Commerce

When, in the events envisaged by the third and fourth paragraphs of the Article L. 225-106 I, the shareholder is represented by a person other than his or her spouse or his or her partner who he or she has entered into a civil union

If any information included in this form is used for a computer file, it is protected by the provisions of Law No 78-17 of January 6, 1978 modified, especially about rights of access and alteration that can be exercised by interested parties nearby their custodian.