14 May, 2021

Voting Notice

Dear RTRS Members,

The novel coronavirus pandemic outbreak continues to force organizations of the entire globe to conduct its operations in a context where the physical interaction with its members remains severely restricted.

In light of this situation, on June 19, 2020, the Swiss Federal Council issued an Ordinance 3 on Measures to Combat the Coronavirus (the “Ordinance”), which enables RTRS to take the necessary measures aimed at ensuring that the RTRS Participating Members can exercise their rights while complying with the Swiss Federal Health Authorities’ requirements regarding hygiene and social distancing. According to the Ordinance, as a Swiss association RTRS is allowed to make the proper arrangements in order for the RTRS Participating Members to exercise their voting rights in writing (Article 27). In light of the current circumstances, and the threat that the coronavirus pandemic continues to pose on everyone’s health, the Ordinance has been extended and remains in full force and effect (Article 29, Section 4).

In order to continue with RTRS’ steady development and the achievement of its goals overcoming the current challenging circumstances, the RTRS Executive Board during the Executive Board meeting held on May 12, 2020, decided to:

1. Submit to the consideration of the RTRS Participating Members the approval of the resolutions explained in Section A below by means of a written resolution in accordance with the voting procedure set forth in Article 18 of RTRS Statutes, which procedure is described in more detail in Section B below; and

2. Carry out the elections of Executive Board members nominated to fill in vacant seats for the period 2021-2023 as further explained in Section C below by means of an adhoc written based procedure, in accordance with the requirements set forth in Article 27(9) et seq. of RTRS Statutes, which procedure is described in more detail in Section D below.

The purpose of this Voting Notice is to provide the RTRS Participating Members with the information, instructions and documents necessary for the exercise of their voting rights in connection with the proposed resolutions.

Please be kindly reminded that Observing Members are not involved in this voting procedure, as they do not have voting rights. Only Participating Members are entitled to cast votes using the Voting Ballot Sheet attached hereto.

The results of the voting procedure will be announced to the RTRS Members in the virtual meeting to be held on June 28, 2021. After the virtual meeting, the results will also be communicated by email and published on the RTRS Website.

We remain available for any further clarifications in connection with this Voting Notice.

Best regards,

A. Resolutions Submitted to the Consideration of RTRS Participating Members

1. Approval of the financial statements of RTRS for the fiscal year ended December 31, 2019

1.1. Introduction

As informed during 2020, at their meeting held on April 2, 2020, RTRS Executive Board members decided to suspend the 14th RTRS General Assembly (the “GA14”) and to postpone the approval of the resolutions that were going to be dealt with at the GA14.

As a result, although approved by RTRS Executive Board during the meeting held on August 11, 2020, financial statements of RTRS for the fiscal year ended December 31, 2019 could not be approved by RTRS Participating Members during 2020 as usual.

The financial statements which were prepared in accordance with Swiss Law and RTRS Statutes and duly audited by Ancora Treuhand consolidates the results of the RTRS representation in Argentina, in accordance with the financial
statements of such representation which were audited by KPMG.

2019 was an extraordinary year with significant improvement in all financial metrics. Results were well ahead of prior year and budget, entirely due to growing income while maintaining operation leverage In light of all the above, the RTRS Executive Board decided to submit the financial statements of RTRS for the fiscal year ended December 31, 2019, to the consideration of the RTRS Participating Members for their approval through a written resolution.

1.2 Documents

Please find attached as Annex A.1 the following documents, which are hereby proposed to be approved:

Annex A.1 – Financial Statements of RTRS for the fiscal year ended December 31, 2019

1.3 Voting Procedure

Please see Section B of this Voting Notice.

2. Approval of the financial statements of RTRS for the fiscal year ended December 31, 2020

2.1 Introduction

The financial statements which were prepared in accordance with Swiss Law and RTRS Statutes and duly audited by Ancora Treuhand consolidates the results of the RTRS representation in Argentina, in accordance with the financial
statements of such representation which were audited by KPMG.

Continued solid full year performance in a challenging COVID-19 environment. Results even better than the previous year and far ahead of Budget. Equity at an all-time high because of the combination of strong income and the focus and discipline to protect the assets.

RTRS Financial Statements for the fiscal year ended December 31, 2020, were approved by the Executive Board at the meeting held on May 12, 2021.

In light of all the above, the RTRS Executive Board decided to submit the financial statements of RTRS for the fiscal year ended December 31, 2020, to the consideration of the RTRS Participating Members for their approval through
a written resolution.

2.2 Documents

Please find attached as Annex A.2 the following documents, which are hereby proposed to be approved:

• Annex A.2 – Financial Statements of RTRS for the fiscal year ended December 31, 2020

2.3 Voting Procedure

Please see Section B of this Voting Notice.

3. Approval of the Budget for 2021.

3.1 Introduction

Budget for 2021 is fully aligned conceptually and economically with the Beyond 2020 RTRS strategy. Key priorities for 2021 are:

• Step up building organizational capabilities and a stronger and more balanced global organization.
• Boost demand among key stakeholders, markets, and geographies, leveraging the new “conversion factor” system, Europe Outreach & Engagement Officer approach and Tokyo Olympic and Paralympic Games 2021. Reinforce the brand value of RTRS certification to increase visibility and increase awareness of “hidden soy concept” including targeted young consumer groups.
• Launch the new version of the RTRS Standard on Responsible Soy Production V4.0 including the new stepwise approach and RTRS Standard on Responsible Corn Production V1.0.
• Build on and develop new targeted government and NGOs relationship strategies. Strengthen the role of RTRS as a “multi-stakeholder & consensus driven” roundtable on soy through a repositioning & branding strategy and
reinforcing network activities within the international sustainability market, national country initiatives, including the “Collaborative Soy Initiative.”

The “Beyond 2020” RTRS Strategy which needs to be fully embraced by key stakeholders, will be launched on June 28th, 2021 and have its first year of implementation during the same year.

With regards to RTRS’ financial performance, the aim is to keep it as good as the year 2020, and connected to the priorities mentioned before, to invest in future growth taking full advantage of 2020 performance, with focus on a much stronger organization, broader communication, sharpen up technical performance and innovation.
The main objective will be to have an operation without disruptions including the outline of a plan with monitoring actions to be implemented in case of a potential new Covid-19 challenging year.

RTRS annual budget for 2021 was approved by the Executive Board at the meeting held on October 29, 2020.

In light of all the above, the RTRS Executive Board decided to submit the RTRS annual budget for 2021 to the consideration of the RTRS Participating Members for their approval through a written resolution.

3.2 Documents

Please find attached as Annex A.3 the following documents, which are hereby proposed to be approved:

• Annex A.3.- Budget for 2021.

3.3 Voting Procedure

Please see Section B of this Voting Notice.

4. Ratification of RTRS Executive Board decision to renew the appointment of (i) ANCORA Treuhand AG as auditor of RTRS and (ii) KPMG Argentina as auditor of the representation of RTRS in Argentina for the fiscal period 2020 and approval of (i) ANCORA Treuhand AG as auditor of RTRS and (ii) KPMG Argentina as auditor of the representation of RTRS in Argentina for the fiscal period 2021.

4.1 Introduction

According to Article 10(2) of RTRS Statutes, every year RTRS Participating Members must approve the appointment of RTRS Auditor.

In light of the fact that during 2020 it was impossible for RTRS to hold its annual General Assembly, RTRS renewed the agreement with (i) ANCORA Treuhand AG as auditor of RTRS and (ii) KPMG Argentina as auditor of the
representation of RTRS in Argentina, since such firms had been the ones appointed by RTRS Participating Members at the last General Assembly RTRS was able to convene.

The Executive Board has decided now to propose to the RTRS Participating Members to ratify the renewal of the Auditors for the period 2020 and to approve their appointment again for the period 2021.

4.2 Documents

Please find attached as Annex A.4 the following documents:

• Annex A.4a.- ANCORA Treuhand AG Profile
• Annex A.4b.- KPMG Argentina Profile

4.3 Voting Procedure

Please see Section B of this Voting Notice.

5. Approval of the Conflict of Interest Policy

5.1 Introduction

With the purpose of completing the process to maintain the ISEAL Community membership, the RTRS Conflict of Interest Policy was developed in accordance with ISEAL’s membership requirements.

In light of the current spotlight and heightened scrutiny of conflict of interest in standard systems, ISEAL requires members to have in place a systemic procedure to address and manage conflicts of interest with an organization-wide scope, including governance and decision-making bodies, and staff; consequently, ensuring a common and efficient approach towards conflict of interest management.

Thereupon, at the meeting held on May 12, 2021, the Executive Board approved the RTRS Conflict of Interest Policy, which is now submitted to the consideration of the RTRS Participating Members for its approval through this
written resolution.

5.2 Documents

Please find attached as Annex A.5 the following documents:

• Annex A.5.- Conflict of Interest Policy

5.3 Voting Procedure

Please see Section B of this Voting Notice.

6. Ratification of the expulsion of RTRS Members in default of their obligation to pay annual membership fees due on April 1st, 2019 and/or previous calendar years, as set forth in Article 8(1) of RTRS Statutes.

6.1 Introduction

At the meeting held on May 18, 2020, the Executive Board approved the expulsion of those RTRS members that were in default of their obligation to pay the annual membership fee due as of April 1st of the previous calendar year ad
referendum of the ratification by the RTRS Participating Members.

RTRS Participating Members are now asked to ratify this decision.

6.2 Documents

Please find attached as Annex A.6 the following documents:

• Annex A.6.- List of Expulsed Members

6.3 Voting Procedure

Please see Section B of this Voting Notice.

7. Approval of all acts performed by executive Board Members.

7.1 Introduction

Every year, RTRS Participating Members are required to vote on the approval of the performance of those Executive Board members whose office terminated either as a result of the expiration of their term or their resignation. Although the election of Executive Board members is conducted by constituencies, the approval of the performance of each of them must be approved by all constituencies.

7.2 Documents

Please find attached as Annex A.7 the following documents:

• Annex A.7.- List of Executive Board Members Whose Performance Shall Be Considered

7.3 Voting Procedure

Please see Section B of this Voting Notice.

B. Voting procedure for resolutions listed in A.1 through A.6 (in accordance with the requirements set forth in Article 18 of RTRS Statutes).

I. Participating Members must cast their votes using the “Voting Ballot Sheet.” You may complete the Voting Ballot Sheet using DocuSign without the need of downloading any application or software simply by clicking on the button “Review Document” of the email you received with the subject “Please DocuSign: Voting Ballot Sheet.pdf.” Alternatively, you may print, complete, and sign the Voting Ballot Sheet attached hereto and deliver it to the RTRS Secretariat either by postal delivery or by e-mail to [email protected] (cc [email protected]).

II. Participating Members will have 30 calendar days to exercise their voting rights starting upon the date of this Voting Notice and ending on June 13, 2021 (the “Voting Period”). Any Voting Ballot Sheet which is submitted after the Voting Period will be disregarded.

III. In order for a resolution to be passed it is required that (i) a simple majority (more than half) of all 158 Participating Members at the time of the publication of this Voting Notice (without consideration of the constituencies) cast a vote either (y) by casting a vote in favor or against the resolution or (z) by abstaining from voting, using the “Voting Ballot Sheet,” and at the same time (ii) no Participating Member cast a
vote against the resolution.

IV. If no simple majority of all Participating Members is achieved, the resolution will be deemed rejected.

V. If simple majority of all Participating Members is achieved, but at least one Participating Member has cast a vote against the resolution, a re-counting of the votes on constituency level will be conducted by the RTRS Secretariat.

VI. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within each of the constituencies having cast a vote, the resolution will be deemed passed.

VII. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within any of the constituencies having cast a vote not being achieved, the resolution will be deemed rejected.

VIII. In order to calculate whether the simple majority has been achieved under VI and VII above, abstentions will be disregarded.

C. Elections of Executive Board members nominated to fill in vacant seats for the period 2021-2023.

1. Introduction

Please be informed that, for the period 2021-2023, there are (i) five (5) vacant seats in the Producers constituency; (ii) four (4) vacant seats in the Civil Society Organizations constituency; and (iii) three (3) vacant seats in the Industry, Trade and Finance constituency.

2. Documents

Please find attached as Annex C the list of Executive Board candidates validly nominated to fill in vacant seats within each of the constituencies.

Please be informed that
• for the Civil Society Organizations constituency less nominations than vacant seats were received;
• for the Industry, Trade and Finance the number of nominations received was equal to the number of vacant seats; and
• for the Producers constituency more nominations than vacant seats were received.

3. Voting Procedure

Please see Section D below

D. Ad-hoc written based voting procedure for the election of Executive Board Members (in accordance with the requirements set forth in Article 27(9) et seq. of RTRS Statutes).

I. The election of the Executive Board members will be conducted by constituency.

II. Participating Members must cast their votes using the “Voting Ballot Sheet.” You may complete the Voting Ballot Sheet using DocuSign without the need of downloading any application or software simply by clicking on the button “Review Document” of the email you received with the subject “Please DocuSign: Voting Ballot Sheet.pdf.” Alternatively, you may print, complete, and sign the Voting Ballot Sheet attached hereto and deliver it to the RTRS Secretariat either by postal delivery or by e-mail to [email protected] (cc [email protected]).

III. Participating Members will have 30 calendar days to exercise their voting rights starting upon the date of this Voting Notice and ending on June 13, 2021 (the “Voting Period”). Any Voting Ballot Sheet which is submitted after the Voting Period will be disregarded.

IV. The election of each Executive Board member will require (i) that the simple majority (more than half) of the Participating Members of the relevant constituency at the time of the publication of this Voting Notice cast a vote either (y) by casting a vote in favor or against the election or (z) by abstaining from voting, using the “Voting
Ballot Sheet,” and (ii) the approval by simple majority (more than half of the valid votes cast) within the respective constituency. In order to calculate whether the simple majority has been achieved under (ii) above, abstentions will be disregarded.

V. In the case of the Producers constituency where more nominations than vacant seats were received, each Participating Member shall be entitled to vote in favor or against each of the candidates of its constituency. If the requirements described in IV.(i) and IV.(ii) above are satisfied in connection with more candidates than vacant seats, the candidate(s) with the highest percentage of favorable votes shall be elected. In case of tied votes, the election shall be determined by drawing of lots.

VI. In the case of the Civil Society Organizations constituency where less nominations  than vacant seats were received, or if the satisfaction of the requirements described in IV.(i) and IV.(ii) above cannot be achieved for the election of a number of Executive Board members equivalent to the number of vacant seats within any of
the constituencies, the seats not filled shall remain vacant and the members of the Executive Board representing such constituency may nominate an interim member to fill the vacant positions until the next General Assembly Meeting as provided for in Article 20(9) of RTRS Statutes.

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