INFORMATION DOCUMENT ON TRANSACTIONS FOR THE ACQUISITION OR TRANSFER OF EQUITY INVESTMENTS , COMPANY DIVISIONS , ASSETS AND NONMONETARY CONTRIBUTIONS

IN ACCORDANCE WITH ART . 71 OF THE REGULATION REGARDING THE ISSUERS ISSUED BY CONSOB

TRANSFER OF THE EQUITY INVESTMENT IN ISEM S .R.L. AND STRATEGIC ALLIANCE WITH CHEMTURA & TRANSFER OF THE EQUITY INVESTMENT IN ISAGRO ITALIA S .R.L.

Milan, February 10 th , 2011

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PRO-FORMA CONSOLIDATED SUMMARY DATA AND PER TH SHARE DATA OF THE ISSUER AS AT JUNE 30 , 2010

Profit & Loss data

(amounts in thousand euro) 1st Half Pro-forma 1st Half 2010 adjustments 2010 Isagro Group Isagro Group Historical data Pro-forma

Total revenues 107,417 (13,253) 94,164 of which other non-recurring revenues 8,303 (100) 8,203

EBITDA (1) 13,481 (142) 13,339

EBIT (1) 8,154 463 8,617

Profit/(loss) before taxes 1,070 1,236 2,306 Profit/(loss) of the Group 354 1,006 1,360

Balance sheet data

(amounts in thousand euro) 30 June 2010 Pro-forma 30 June 2010 Isagro Group adjustments Isagro Group Historical data Pro-forma

Net fixed assets (1) 137,311 (15,041) 122,270

Net current assets (1) 100,357 (35,628) 64,729

Severance indemnity fund (5,045) 625 (4,420)

Net invested capital (1) 232,623 (50,044) 182,579

Equity 84,517 16,199 100,716 of which attributable to the Group 84,510 16,199 100,709

Net financial position 148,106 (66,243) 81,863

Total which covers net invested capital 232,623 (50,044) 182,579

Ratios per share

(amounts in euro) 1st Half Pro-forma 1st Half 2010 adjustments 2010 Isagro Group Isagro Group Historical data Pro-forma

Basic profit and diluited per share 0.02 0.06 0.08

Cash flow per share (2) 0.32 0.03 0.35

Consolidated equity per share 4.83 0.92 5.75

(1) EBITDA, EBIT, Net financial assets, Net current assets and Net invested capital are indicators not defined as per International Accounting Standards - IFRS. For their meaning please refer to definitions inserted in the annex 4 "Notes on Alternative Performance Indicators" inserted in the Directors' Management Reports included in the half-year consolidated financial statements as of June 30 2010.

(2) Cash flow is conventionally defined, for the purposes of this Document, as net result of Isagro Group plus amortization and depreciation.

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TABLE OF CONTENTS

1. NOTICES ….………………………………………………………… PAGE 5

1.1. RISKS AND UNCERTAINTIES DERIVING FROM THE ………...………. PAGE 6 TRANSACTIONS

2. INFORMATION ON THE TRANSACTIONS ..………………….……. PAGE 7

2.1. METHODS AND TERMS OF THE TRANSACTIONS …..…………...……… PAGE 7

2.1.1. DESCRIPTION OF THE COMPANIES SUBJECT TO THE TRANSFER OF EQUITY INVESTMENTS ……………………… PAGE 7

2.1.2. METHODS , CONDITIONS AND TERMS OF THE TRANSACTIONS AND RELATED COLLECTION TERMS AND FORMS ; PRICE DETERMINATION CRITERIA ; INDICATION OF ANY APPRAISAL DRAWN UP TO SUPPORT THE PRICE ; ENTITIES THE ASSETS WERE TRANSFERRED TO ……. PAGE 9

2.1.3. ALLOCATION OF COLLECTED FUNDS ………………………………………………… PAGE 13

2.2. REASONS AND OBJECTIVES OF THE TRANSACTIONS ….……………………..… PAGE 13

2.3. RELATIONSHIPS WITH THE COMPANIES SUBJECT TO THE TRANSFER OF EQUITY INVESTMENTS AND WITH THE ENTITIES THE ASSETS WERE TRANSFERRED TO .……. PAGE 14

2.3.1. SIGNIFICANT RELATIONSHIPS OF THE ISSUER WITH THE COMPANIES SUBJECT TO THE TRANSFER OF EQUITY INVESTMENTS …..…...…………………. PAGE 14

2.3.2. SIGNIFICANT RELATIONSHIPS OR AGREEMENTS BETWEEN THE ISSUER , THE MANAGERS AND THE DIRECTORS OF THE ISSUER AND THE ENTITIES THE ASSETS WERE TRANSFERRED TO .. PAGE 15

2.4. DOCUMENTS AVAILABLE TO THE PUBLIC …………………..………… PAGE 15

2.4.1 PLACES OF CONSULTATION OF THE DOCUMENTS MADE AVAILABLE TO THE PUBLIC BY THE ISSUER ………… PAGE 15

3. SIGNIFICANT EFFECTS OF THE TRANSACTIONS ……..………….………… PAGE 16

3.1. EFFECTS OF THE TRANSACTIONS ON KEY FACTORS THAT AFFECT AND CHARACTERISE THE ISSUER ’S BUSINESS ...... PAGE 16

3.2. IMPLICATIONS OF THE TRANSACTIONS ON THE STRATEGIC LINES REGARDING BUSINESS AND FINANCIAL RELATIONSHIPS AND

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CENTRALISED PROVISIONS OF SERVICES BETWEEN GROUP COMPANIES …….. PAGE 16

4. EQUITY AND FINANCIAL DATA CONCERNING THE ACQUIRED ASSETS ….…………...…… PAGE 18

5. PRO -FORMA EQUITY AND FINANCIAL DATA OF THE ISSUER ….…………...…… PAGE 18

5.1. PRO -FORMA CONSOLIDATED EQUITY AND FINANCIAL POSITION AND PRO -FORMA CONSOLIDATED INCOME STATEMENT OF THE ISSUER REGARDING THE SIX -MONTH PERIOD ENDED AS AT JUNE 30 TH , 2010 ………… PAGE 18

5.1.1. PRO -FORMA RECLASSIFIED FINANCIAL POSITION ………………………… PAGE 22

5.1.2. PRO -FORMA RECLASSIFIED INCOME STATEMENT …………………………………… PAGE 23

5.2. PRO -FORMA PER SHARE INDICATORS OF THE ISSUING COMPANY …..… PAGE 28

5.2.1. HISTORICAL AND PRO -FORMA PER SHARE DATA IN COMPARATIVE FORM ...... PAGE 28

5.2.2. COMMENT TO THE SIGNIFICANT CHANGES IN PER SHARE DATA ……………..…... PAGE 28

5.3. AUDITOR ’S REPORT ON PRO -FORMA EQUITY AND FINANCIAL DATA ……...………… PAGE 28

6. ISSUER ’S PROSPECTS ..……………………………...... …… PAGE 29

6.1. GENERAL INDICATIONS ON THE ISSUER ’S BUSINESS PERFORMANCE AT THE END OF THE PERIOD THE LATEST PUBLISHED FINANCIAL STATEMENTS REFER TO ….………… PAGE 29

6.1.1. MAIN PERFORMANCE TRENDS REGARDING PRODUCTION , SALES , STOCKS AND ORDER VOLUMES AND POSSIBLE TRENDS FOR EVOLVING COSTS AND SALES PRICES ....… PAGE 29

6.1.2. PROGRESS IN FINANCIAL STRUCTURE ……………………………………… PAGE 29

6.2 ESTIMATED RESULTS FOR THIS PERIOD ………………… PAGE 30

6.3. AUDITOR ’S REPORT ON ESTIMATED DATA …... PAGE 31

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1. NOTICE

INTRODUCTION

This Information Document (the Information Document) was drawn up pursuant to art. 71 in compliance with attachment 3B of the Regulation approved by Consob with resolution no. 11971 on May 14 th , 1999 and subsequent amendments and integrations, and contains information regarding transactions communicated by Isagro S.p.A. (Isagro, the Issuer or the Seller) to market on January 26 th and 27 th , 2011 (the Transactions).

The Transactions are part of a uniform strategic approach taken by Isagro and aimed at reallocating its resources to core-business related activities, i.e. research, development, production, marketing and commercialisation of its products across the globe.

These transactions include:

1. The transfer of 50% of the Issuer’s 100% equity investment in Isem S.r.l. (Isem) to Chemtura Netherlands B.V. (Chemtura), in addition to the simultaneous signing with the latter of a Joint Venture Agreement to exercise joint control over Isem (Transaction A);

2. The divestment of the activities linked to the distribution of crop protection products in Italy, obtained through the transfer of the 50% equity investment held by the Issuer in Isagro Italia S.r.l. to Sumitomo Chemical Company Limited (Sumitomo), which holds the remaining 50% of Isagro Italia (Transaction B).

For clarity of information, the divestment of distribution activities in Italy does in no way concern the marketing and commercialisation of products owned by Isagro and that Isagro will continue to sell in Italy, entrusting third parties with their distribution.

The Information Document contains hypotheses, descriptions of economic scenarios and representations of management prospects formulated on the basis of reasonable forecasts and weighted assessments made by Isagro.

For an improved description and better understanding, the Transactions were illustrated separately in some chapters, while in others these were illustrated jointly to better outline the underlying strategic logics.

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1.1. RISKS AND UNCERTAINTIES DERIVING FROM THE TRANSACTIONS

TRANSACTION A

The section called “Transaction A” contains information on the stipulation of a strategic alliance between Isagro S.p.A. and Chemtura Netherlands B.V. (the Purchaser or the Seller), a company belonging to the Chemtura group (a multinational company engaged in the production and commercialisation of chemical and agrochemical specialities, swimming pools, SPAs and home care products and listed on the New York stock exchange), obtained through the transfer of 50% of the Issuer’s 100% equity investment (the Sale, the Transfer of the Transaction) in Isem (the Company), together with the simultaneous signing with the Buyer of a joint-venture agreement to exercise joint control over Isem, in addition to an agreement to share Innovative Research costs (research targeting the discovery of new active ingredients).

Concerning the Transaction, the Issuer believes the risks related to the Transfer are limited since:

- In management terms, the 50% transfer of Isem will ensure a reasonable increase in the penetration of traded products into both existing and future markets and will lead to the sharing of costs for the development and defence of the active ingredients of the Company;

- In financial terms, the amount agreed between the Parties for the 50% transfer of Isem’s capital (equal to € 20 million) has already been collected as of the date of this Information Document;

- The sharing of Innovative Research costs does not result in any changes in the risk profile related to research activities in terms of operations and segments concerned, since the investment decisions will be resolved by a committee duly formed by the Parties, and in financial terms, since the new Partner will give a 50% contribution to the dedicated budget. Isagro will also be able to benefit from the incremental contribution of Chemtura as regards knowledge and know-how.

TRANSACTION B

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The section called “Transaction B” contains information regarding the transaction of transfer by Isagro of the equity investment in the distribution company Isagro Italia S.r.l. (the Sale, the Transfer or the Transaction), equal to 50% of the share capital, to the Japanese multinational company Sumitomo Chemical Company Limited (the Purchaser or Buyer), which holds the entire capital upon completion of Transaction B. In parallel to the equity investment transfer agreement, also (i) a supply and distribution agreement, (ii) a service agreement and (iii) a formulation and repackaging agreement were signed, which were all entered into with the intention of keeping alive the consolidated collaborative relationship between Isagro and Isagro Italia S.r.l. (Isagro Italia or the Company) while ensuring long- term continuity.

Concerning the Transaction, the Issuer believes the risks deriving from the Transfer are limited since:

- In management terms, the Transfer of the equity investment in Isagro Italia (the Company) will not generate any business discontinuity between the companies as it can be reasonably believed that the commercial relationship between the supplier (Isagro) and the customer/distributor (Isagro Italia) will continue at least in the medium term, also in consideration of the supply and distribution (5-year duration), service (3-year duration) and formulation and repackaging (5-year duration) agreements signed between the Parties;

- In financial terms, with the transfer of the 50% equity investment in Isagro Italia’s capital, Isagro has already collected, as of the date of this Information Document, an amount equal to € 15 million; furthermore, the Isagro Group will no longer have to consolidate 50% of the Isagro Italia’s Net Financial Position (estimated at approximately € 25 million), with a benefit resulting for a decrease in the overall financial exposure by about € 40 million.

2. INFORMATION ON THE TRANSACTIONS

2.1. METHODS AND TERMS OF THE TRANSACTIONS

2.1.1. DESCRIPTION OF THE COMPANIES SUBJECT TO THE TRANSFER OF EQUITY INVESTMENTS

TRANSACTION A

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Isem is a company incorporated under the laws of Italy and established on December 22 nd , 2010, with offices in Milan, via Caldera 21, with a capital equal to € 40 million, to which Isagro conferred the company division that incorporates two active ingredients recently introduced into the crop protection market (Orthosulfamuron and Valifenalate) and the relevant registrations as well as the intellectual property related to the two new active ingredients to be destined to development and commercialisation. In 2009 this company division generated a turnover of € 2.1 million.

The activities performed by Isem concern the development, production, procurement, marketing and commercialisation of crop protection products. More specifically, it deals with:

- The commercialisation across the globe initially of the two already developed active ingredients conferred by Isagro (the herbicide Orthosulfamuron and the fungicide Valifenalate);

- The development and subsequent commercialisation at global level of another two active ingredients conferred by Isagro;

- The development of new active ingredients that will be originated by Innovative Research co-funded by Isagro and Chemtura and selected by the Parties;

- The production, procurement, marketing and sales of Isem’s products to the two partners or third parties, if agreed by the operating committee.

TRANSACTION B

Isagro Italia is a company incorporated under the laws of Italy, with offices in Milan, via Caldera 21, engaged in the distribution of crop protection products and other chemical products for agriculture in Italy and San Marino. In 2009 this market reached a turnover estimated at € 870 million and Isagro Italia’s market share is approximately 10%.

Isagro Italia is active in the distribution to consortia and private customers, with a workforce comprising 71 employees and 40 agents; in 2009 it generated revenues for € 80 million, an Ebitda of € 4 million and a net result of € 0.3 million. As at December 31 st , 2009 its net financial position, which is structurally high due to the peculiarity of the Italian market, which requires distribution companies to grant payment conditions beyond 200 days and typically financed with debt, stood at € 55 million.

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2.1.2. METHODS , CONDITIONS AND TERMS OF THE TRANSACTIONS AND RELATED COLLECTION TERMS AND FORMS ; PRICE DETERMINATION CRITERIA ; INDICATION OF ANY APPRAISAL DRAWN UP TO SUPPORT THE PRICE ; ENTITIES THE ASSETS WERE TRANSFERRED TO

TRANSACTION A

As part of the agreements signed to set up a joint-venture in the crop protection sector, Isagro S.p.A. sold Chemtura, an American company listed on the New York stock exchange, 50% of the share capital of Isem, which at the time was fully owned by Isagro, signing at the same time an agreement with Chemtura for the sharing of Innovative Research costs.

The sale and purchase agreement refers to the transfer of 1 portion accounting for 50% of the share capital of Isem, to the Purchaser, with the simultaneous setting up of a joint- venture between the parties for a duration of 5 years and automatic renewal of 2 years, provided one or both Partners decide not to dissolve the joint-venture. In case the joint- venture agreement is discontinued, both Partners will have the full right to enjoy the commercial and intellectual property of Isem’s products.

Upon closing the transaction, on January 26 th , 2011, Isagro transferred this portion – equal to 50% of Isem’s share capital – to Chemtura, which paid € 20 million via bank transfer.

Pursuant to the Sale and Purchase Agreement, Isagro made some statements and issued some guarantees in relation, among other things, to the Company. These statements and guarantees are those usually made for this kind of transactions and particularly concern the regular incorporation and existence of the Company subject to the Transaction, financial statements, company books and records, taxes, the absence of substantial changes and extraordinary transactions occurred between the signing and the closing date, the presence of deadlock clauses, insurances, receivables and payables, important agreements, labour law and social security issues, environmental, hygiene and safety at work issues, disputes, compliance with the law, authorisations to practice the business and the absence of constraints on the Company such to prevent or limit its transfer.

Furthermore, pursuant to the Sale and Purchase Agreement, Isagro and Chemtura shall equally disburse the funds that may be necessary to ensure Isem’s operations, and, according to the agreement for the sharing of Innovative Research, each of them shall fund 50% of the annual budget for Innovative Research expenses, which is set at € 3 million for the first 5 years, for a cumulative total of € 15 million. The new active ingredients originating from the

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co-funded Innovative Research activities will be owned by those Partners who were committed to transferring these rights to the Company through contributions with the consequent capital increase.

The studies and field tests necessary to develop the active ingredients, obtain the registrations and for the extraordinary defence of Isem’s products will be entrusted as a service to Isagro and/or its investees, unless third parties are able to guarantee the same standards and quality level of Isagro at a cost that is 10% lower. Isagro has in any case the right to match the best bid.

The criterion applied to determine the amount for the Transfer was based on valuing the company subject to the Transaction by discounting the estimated cash flows of the company division conferred to Isem, net of the net financial position. In determining the enterprise value, the parties also considered the market multipliers used in similar transactions and applied to the EBITDA and the turnover.

Finally, the equity investment transfer price was obtained as a result of negotiations between the parties in a climate of mutual cooperation, transparency and satisfaction.

To support the Transaction and the determination of the amount for the Transfer, an independent appraisal was predisposed, drawn up pursuant to art. 2465 of the Italian Civil Code by the technical consultant for the court, chartered accountant, juris doctor and auditor, Mr. Fiorotto, to confirm the values posted in the accounts under the assets conferred to Isem.

TRANSACTION B

The sale and purchase agreement refers to the transfer, occurred on January 27 th , 2011, of 1 portion accounting for 50% of the share capital of Isagro Italia, to the company Sumitomo for an amount equal to € 15 million, already paid to Isagro, with the simultaneous signing of supply and distribution, service and formulation and repackaging agreements aimed at maintaining the existing relationship between Isagro and Isagro Italia.

Pursuant to the sale and purchase agreement, Isagro made statements and issued guarantees of the type usually made for this kind of transactions, particularly concerning financial statements, company books and records, taxes, the absence of substantial changes and extraordinary transactions occurred between the signing and the closing date, insurances, receivables and payables, important agreements, labour law and social security issues,

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environmental, hygiene and safety at work issues, disputes, compliance with the law, confidentiality clauses and the absence of constraints on the Company such to prevent or limit its transfer.

Reported below is important information regarding the agreement for the transfer of the equity investment in Isagro Italia:

- The use of the company name Isagro Italia and the relevant trademarks is granted to Sumitomo for maximum one year from the closing date, which may be extended by one additional year for legal reasons;

- Isagro will not be able to use the Isagro Italia trademark for a period of five years from the closing date;

- The trademarks owned by Isagro Italia shall remain the property of the Company, with the exclusion of the “ Kentan ” trademark;

- Isagro will not be able to register the trademarks with the prefix “Sia”, as they identify the company Siapa (a company merged with Isagro Italia);

- Should Isagro intend to fully or partly sell the equity investment in the distribution company Isagro España, the Purchaser was granted a right of first offer for three years from the closing date;

- With reference to the guarantees granted to the Purchaser, Isagro is exposed to a maximum risk of € 7.5 million, with an excess equal to € 0.3 million;

- Furthermore, as regards some Isagro Italia’s trade receivables (nominally identified as € 4.5 million), Isagro undertakes to reimburse 50% of any future greater provisions/losses connected with these receivables.

As mentioned above, in parallel to the agreement for the purchase and sale of the equity investment in Isagro Italia, the Parties also signed supply and distribution, service and formulation and repackaging agreements aimed at maintaining the existing relationship between Isagro and Isagro Italia. The main information concerning these agreements is reported below.

Supply and distribution agreement:

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- This agreement has a five-year duration, expiring on December 31 st , 2015, with subsequent tacit annual renewal and six-month notice of withdrawal;

- Isagro Italia has the right to distribute products owned by Isagro in Italy and San Marino in a non exclusive manner;

- Isagro Italia has the exclusive right to use thirty seven trademarks owned by Isagro; with reference to each individual trademark, this exclusive right shall forfeit in case Isagro Italia is unable to reach certain minimum annual sales volumes;

- Should Isagro transfer the intellectual property of one crop protection product under the agreement to another third party without Isagro Italia being granted the distribution rights, Isagro shall pay a penalty equal to the average margin obtained by this active ingredient in the last three periods;

- The prices applied by Isagro to the sale of its own product to Isagro Italia will be renegotiated on an annual basis between the Parties and must enable Isagro Italia to obtain a reasonable margin from the distribution business;

- The payment terms agreed between Isagro and Isagro Italia for the supply of products are equal to 210 days for the first 2 years and 180 days for the next 3 years.

Service agreement (administrative, tax and corporate, internal auditing, HR management, IT, quality, security, supply-chain management services):

- The agreement has a three-year duration, expiring on December 31 st , 2013, with a six-month withdrawal notice and possible tacit annual renewal upon expiry;

- The provision of the service by Isagro to Isagro Italia will be remunerated by reimbursing the costs incurred plus 5%;

- Should Isagro Italia decide to perform internally all or part of the activities covered by the service agreement by hiring specific personnel, priority shall be given to Isagro’s personnel.

Formulation and repackaging agreement:

- This agreement has a five-year duration, with subsequent tacit annual renewal and six-month notice of withdrawal;

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- Isagro is granted a priority right in the Italian territory for the formulation and repackaging of Isagro Italia’s products;

- The sales prices for the processes will be renegotiated annually; no minimum guaranteed volumes are envisaged;

- Isagro shall bill Isagro Italia on a monthly basis; the payment terms are set at 90 days.

As regards the criterion adopted to determine the amount for the transfer of the equity investment in Isagro Italia, the Isagro management resorted to the support of company Caretti & Associati to obtain an independent valuation of the Company. The enterprise value was calculated by using both a cash flow discount methodology for the cash flow estimated in Isagro Italia’s five-year plan and the market multipliers used in similar transactions.

Finally, the equity investment transfer price was obtained as a result of negotiations between the parties in a climate of mutual cooperation, transparency and satisfaction.

2.1.3 ALLOCATION OF COLLECTED FUNDS

Through the two Transactions, Isagro collected € 35 million, already received on the date of this Information Document. Part of these resources will be allocated to the repayment of the medium long term loan for the funds made available to the issuer by the banking system and disbursed by a pool of banks headed by Intesa Sanpaolo (these repayments are contractually payable in the measure of 50% of the Transaction’s equivalent value).

The remainder will be used to fund core-business activities, particularly by continuing the R&D investment programme and eliminating expired positions with the suppliers

2.2. REASONS AND OBJECTIVES OF THE TRANSACTIONS

The two transactions under this Information Document, together with the third transaction already communicated to the market and concerning the divestment of the distribution business in Brazil, were pursued and implemented according to a common strategy aimed at freeing the significant resources invested in long term distribution activities to allocated

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them to Isagro’s core-business, which relies on the Research & Development of new molecules and their commercialisation globally.

Furthermore, the alliance with the new industrial partner does not only ensure an improved Net financial position and the collection of € 20 million, but will also guarantee the sharing of Innovative Research risks while speeding up, through Isem, the development and commercialisation initially of conferred products, and subsequently of the molecules originating from Innovative Research activities for which development will be decided jointly.

Therefore, the divestment of the distribution business for crop protection products both in Italy and Brazil was carried out also in the awareness that the products consolidated with Isagro Italia over the years and with the partner Sumitomo as well as the supply and distribution, service and reformulation and repackaging agreements signed between the parties, will allow a continuation of the existing cooperation by mutual interest of the parties.

2.3. RELATIONSHIPS WITH THE COMPANIES SUBJECT TO THE TRANSFER OF EQUITY INVESTMENTS AND WITH THE ENTITIES THE ASSETS WERE TRANSFERRED TO

2.3.1. SIGNIFICANT RELATIONSHIPS OF THE ISSUER WITH THE COMPANIES SUBJECT TO THE TRANSFER OF EQUITY INVESTMENTS

TRANSACTION A

Isem, a company subject the transaction, has not had significant relationships with Isagro, being a newly incorporated company. Before the 50% transfer, it used to be fully owned by Isagro. The future relationships with this company are outlined in detail in this Information Document.

TRANSACTION B

Isagro Italia, a company subject to the transaction, had been 50% owned by Isagro until January 27th, 2011.

The significant relationships between Isagro and Isagro Italia are typically those existing suppliers and customers; indeed, Isagro Italia is the company that distributes, and is

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expected to continue to distribute, the products owned by Isagro in Italy and San Marino, in a non exclusive manner.

The solidity and importance of the relationships between the two companies is confirmed by the fact that today Isagro is Isagro Italia’s main supplier and that Isagro Italia’s turnover regarding Isagro’s products accounts for 40% of the turnover.

In addition to being Isagro Italia’s supplier, Isagro assists it in formulation and repackaging and service provision activities.

2.3.2. SIGNIFICANT RELATIONSHIPS OR AGREEMENTS BETWEEN THE ISSUER , THE MANAGERS AND THE DIRECTORS OF THE ISSUER AND THE ENTITIES THE ASSETS WERE TRANSFERRED TO

TRANSACTION A

Isagro has a distribution agreement in place with Chemtura Turchia for the commercialisation of the proprietary product Remedier. Chemtura is also a supplier of Isagro Italia, acting as distributor of some Chemtura products in Italy.

Given their limited size, in any case these relationships are not significant.

TRANSACTION B

Sumitomo, in addition to having been a partner of Isagro in the Isagro Italia joint-venture since May 2002, controls two distribution companies that sell Isagro’s proprietary products; the first operates in the US market and distributes an Isagro’s proprietary fungicide for soy care, while the second operates in the French market and distributes an Isagro’s proprietary fungicide for vine care.

2.4. DOCUMENTS AVAILABLE TO THE PUBLIC

2.4.1. PLACES OF CONSULTATION OF THE DOCUMENTS MADE AVAILABLE TO THE PUBLIC BY THE ISSUER

A copy of this Information Document and its relevant attachments is available to the public at the Company offices (and on the website www.isagro.com ) and at the Italian stock exchange according to the law.

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3. SIGNIFICANT EFFECTS OF THE TRANSACTIONS

3.1. EFFECTS OF THE TRANSACTIONS ON KEY FACTORS THAT AFFECT AND CHARACTERISE THE ISSUER ’S BUSINESS

TRANSACTION A

The Agreement is in line with Isagro’s strategy to refocus on the development of the core- business, pursued also by stipulating strategic alliances with industrial partners that may contribute to maximising the ability to extract value from the Group’s assets.

TRANSACTION B

Isagro’s divestment of the distribution business in the Italian market was strategically carried out to free the resources dedicated to it and reallocate them to the group’s core- business, i.e. R&D, production, marketing and commercialisation of proprietary products at global level.

3.2. IMPLICATIONS OF THE TRANSACTIONS ON THE STRATEGIC LINES REGARDING BUSINESS AND FINANCIAL RELATIONSHIPS AND CENTRALISED PROVISIONS OF SERVICES BETWEEN GROUP COMPANIES

TRANSACTION A

Isem, a joint-venture between Isagro and Chemtura, will operate independently and the decisions will be resolved by an Operating Committee appointed by the Board of Directors of Isem (in both cases the members will be of an even number for each Partner).

In commercial terms, the international and high quality profile of the partner, combined with the possibility of benefitting from a greater joint distribution capacity (both for the products concerned by the Transaction and Isagro’s proprietary products), is expected to generate increased sales volumes for Isem, which will use the distribution networks of Isagro, Chemtura and possibly other third parties.

According to the joint-venture agreement, the registrations shall be owned by Isem S.r.l and the sales price of the crop protection products applied to the partners shall reflect market prices.

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Both partners are given the possibility of choosing whether to automatically distribute the crop protection products purchased from Isem or entrust Isem with their distribution.

Subject to a written authorisation from the Partners, Isem will also be granted a license for the non exclusive use of Isagro and Chemtura trademarks for both communication and production. This license is not transferrable and is exempt from commissions and the right to license third parties.

In industrial terms, Isagro will formulate and package the products for sale.

Financially, Isem will independently create commercial and financial lines for current operations, while the Partners will fund the investments for the development of the active ingredients owned by Isem and company operations, if necessary.

Strategically, Isem will own the intellectual property on the active ingredients that will originate from Innovative Research funded by Isagro and Chemtura, and which both companies will decide to develop. This proves the growing strategic importance that Isem will gain over time while confirming the future benefits deriving by the process of identification of active ingredients to be destined to development, with the support of both Partners.

Finally, agreements are envisaged for the provision by Isagro of services for the management of intellectual property, information technology, administrative, financial, legal, communication, quality, safety and environmental services, HR management services and the already mentioned services related to R&D activities that are not of an innovative nature.

TRANSACTION B

Following the transfer by Isagro of the equity investment in Isagro Italia, the relationships between the two companies are those typically existing between two separate business entities performing activities that are functional to the achievement of mutual objectives. These relationships are governed by agreements signed by the Parties with a view to medium/long term cooperation.

The transaction is not expected to have any short/medium term impact on the Issuer’s ongoing operations since the commercial, distribution, industrial and supply relationships existing in the past between Isagro and Isagro Italia will remain reasonably unaltered.

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In terms of economic and equity results, the fact 50% of Isagro Italia is no longer owned by Isagro has the direct consequence of changing the consolidation perimeter of the Isagro group, with a significant impact on the financial statements (exemplified in detail in Chapter 5 by illustrating the financial position and the pro-forma consolidated income statement).

Financially speaking, the transaction enabled Isagro to considerably improve its consolidated net financial position, having collected € 15 million as the price for the transfer of the equity investment, and having deconsolidated the net financial position from Isagro Italia, quantifiable at about € 25 million, for a total of € 40 million.

4. EQUITY AND FINANCIAL DATA CONCERNING THE ACQUIRED ASSETS

Since these are transactions for the transfer of equity investments, the current paragraph does not apply.

5. PRO -FORMA EQUITY AND FINANCIAL DATA OF THE ISSUER

5.1. PRO -FORMA CONSOLIDATED EQUITY AND FINANCIAL POSITION AND PRO -FORMA CONSOLIDATED INCOME STATEMENT OF THE ISSUER REGARDING THE SIX-MONTH PERIOD ENDED AS AT JUNE 30 TH , 2010

INTRODUCTION

Illustrated below is the pro-forma consolidated financial position and the pro-forma consolidated income statement of the Issuer (the pro-forma consolidated statements) for the six-month period ended as at June 30 th , 2010, that give a retroactive effect to the following transactions:

A) Transfer to Chemtura Netherlands B.V., a company belonging to the Chemtura Group, of 50% of the 100% equity investment held by the Issuer in Isem S.r.l., finalised on January 26 th , 2011. According to the transfer agreement, a total price of € 20 million will be paid upon signing the agreement, and an additional agreement will be signed (the so-called Discovery Cooperation Agreement) in which Chemtura Netherlands B.V. undertakes to fund 50% of the innovative research expenses incurred by the Issuer (or its subsidiaries) with respect to specific projects identified

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by the parties. Isem S.r.l. is a company incorporated under the laws of Italy with registered office in Milan, via Caldera 21, established by the Issuer on December 21 st , 2010, to which the Issuer conferred, on January 24 th , 2011 the company division called “Innovative herbicides and fungicides”, comprising the intellectual property, the data and the studies relating to the products Valifenalate and Orthosulfamuron, the projects called IR8854 and IR8116 and all the assets, liabilities and agreements related to these products. Following the transfer to Chemtura Netherlands B.V. of 50% of Isem S.r.l. and the agreements simultaneously signed by the parties, the Isagro Group and the Chemtura Group set up an equal joint-venture in the crop protection sector;

B) Transfer to Sumitomo Chemical Co. Ltd. of the 50% equity investment held in Isagro Italia S.r.l., finalised on January 27 th , 2011. The transfer agreement provides for the payment of a total price of € 15 million upon signing the agreement. Isagro Italia S.r.l., a company incorporated under the laws of Italy, with registered office in Milan, via Caldera 21, engaged in the distribution of crop protection products and other chemical products for agriculture in Italy. As of the transaction date the company Isagro Italia S.r.l. was an equal joint-venture between the Issuer and the Japanese company Sumitomo Chemical Co. Ltd.. The agreement for the transfer of the equity investment also provides for the agreements in place as at January 27 th , 2011 between the companies belonging to the Isagro Group and Isagro Italia S.r.l. (distribution agreements, provision of administrative, I.C.T. and management services, toll manufacturing services and other ancillary agreements) to remain substantially in force, though with the application of the formal changes necessary.

The pro-forma consolidated financial position and the pro-forma consolidated income statement were prepared starting from the interim consolidated condensed financial statements included in the interim financial report as at June 30 th , 2010 of the Isagro Group, and by applying the pro-forma adjustments concerning the transactions described below.

The interim consolidated condensed financial statements of the Isagro Group as at June 30 th , 2010, prepared in compliance with the international accounting standard applicable to interim financial reporting (IAS 34) adopted by the European Union, was subject to limited auditing by Reconta Ernst & Young S.p.A., which issued its report on August 6 th , 2010.

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The pro-forma consolidated data was obtained by making suitable pro-forma adjustments to the above described historical data in order to retroactively reflect the significant effects of the above described transactions; based on the indications of Consob communication no. DEM/1052803 of July 5 th , 2001, these effects were retroactively reflected in the pro-forma consolidated financial position, as if these transactions had been performed on June 30 th , 2010, and in the consolidated income statement, as if the same transactions had taken place on January 1 st , 2010.

Regarding the accounting standards adopted by the Isagro Group to prepare the consolidated historical data, reference is made to the notes to the consolidated financial statements as at December 31 st , 2009, prepared by the Issuer in compliance with the IFRS international accounting standards adopted by the European Union.

The pro-forma consolidated financial position and the pro-forma consolidated income statement were obtained from the accounts in the interim consolidated condensed financial statements of the Isagro Group as at June 30 th , 2010 and specifying:

1) In the first column, the interim consolidated condensed financial statements of the Isagro Group as at June 30 th , 2010;

2) In the second, third and fourth column, the deconsolidation, the additional pro-forma adjustments and the total effect of the transaction for the transfer of 50% of Isem S.r.l., respectively;

3) In the fifth, sixth and seventh column, the deconsolidation, the additional pro-forma adjustments and the total effect of the transaction for the transfer of the 50% equity investment held in Isagro Italia S.r.l., respectively;

4) In the last column, the pro-forma consolidated data.

For a correct interpretation of the information provided by pro-forma data, the following aspects need to be considered: a) Since these are representations based on hypotheses, if the transactions had actually been performed on the dates considered as reference to prepare the pro-forma data, rather than the effective dates, the historical data would have not necessarily been the same as the pro-forma data;

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b) The pro-forma data does not reflect the estimated data as it is prepared in a way to represent only those effects of the transactions that can be isolated and measured objectively, without considering the potential effects due to changes in management policies and operating decisions following the same transactions.

Furthermore, in consideration of the different objectives served by pro-forma data compared to historical data, and the different methods of calculation of the effects of the transactions with reference to the balance sheet and the income statement, the pro-forma consolidated accounts should be read and interpreted separately, without looking for accounting connections between the two documents.

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5.1.1. PRO -FORMA RECLASSIFIED BALANCE SHEET

Disposal of the 50% shareholding Disposal of the shareholding in Isem S.r.l. in Isagro Italia (50%)

30 June 2010 Deconsoli- Pro-forma Total Deconsoli- Pro-forma Total 30 June 2010 Isagro Group dation adjustments dation adjustments Isagro Group (thousand euro) Historical data Pro-forma

NON CURRENT ASSETS Tangible fixed assets 40,465 - - - (35) - (35) 40,430 Intangible fixed assets 62,840 (16,532) 3,586 (12,946) (133) - (133) 49,761 Goodwill 19,586 - 962 962 (1,520) - (1,520) 19,028 Equity investments 186 ------186 Receivables and other non current assets 4,505 - - - (1) - (1) 4,504 Non current financial assets 3,643 ------3,643 Financial assets - derivatives 777 ------777 Deferred tax assets 18,358 (322) - (322) (1,029) (162) (1,191) 16,845 TOTAL NON CURRENT ASSETS 150,360 (16,854) 4,548 (12,306) (2,718) (162) (2,880) 135,174

CURRENT ASSETS Inventories 58,307 (872) - (872) (12,668) - (12,668) 44,767 Trade receivables 95,832 (706) - (706) (30,262) - (30,262) 64,864 Other current assets and other receivables 10,555 - - - (171) - (171) 10,384 Fiscal receivables 6,849 - - - (149) - (149) 6,700 Current financial assets 7,468 ------7,468 Financial assets - derivatives 1,295 ------1,295 Cash and cash equivalents 17,460 - 9,857 9,857 (2,771) 7,475 4,704 32,021 TOTAL CURRENT ASSETS 197,766 (1,578) 9,857 8,279 (46,021) 7,475 (38,546) 167,499

Discontinued operations and/or held for sale ------

TOTAL ASSETS 348,126 (18,432) 14,405 (4,027) (48,739) 7,313 (41,426) 302,673

EQUITY Share capital 17,550 ------17,550 Reserves 39,538 ------39,538 Retained and period earnings 27,422 (16,578) 23,137 6,559 (5,148) 14,788 9,640 43,621 Group shareholders' equity 84,510 (16,578) 23,137 6,559 (5,148) 14,788 9,640 100,709

Minority interests 7 ------7

TOTAL EQUITY 84,517 (16,578) 23,137 6,559 (5,148) 14,788 9,640 100,716

NON CURRENT LIABILITIES Non current financial liabilities 27,981 - (4,929) (4,929) - (3,737) (3,737) 19,315 Financial liabilities - derivatives 536 ------536 Employee benefits - TFR (severance indemnity fund) 5,045 (10) - (10) (615) - (615) 4,420 Non current funds 379 - - - (122) - (122) 257 Deferred tax liabilities 5,809 (765) 1,126 361 (384) - (384) 5,786 Other non current liabilities 2,441 ------2,441 TOTAL NON CURRENT LIABILITIES 42,191 (775) (3,803) (4,578) (1,121) (3,737) (4,858) 32,755

CURRENT LIABILITIES Current financial liabilities 145,236 (503) (4,929) (5,432) (33,846) (3,738) (37,584) 102,220 Financial liabilities - derivatives 4,996 ------4,996 Trade payables 56,025 (576) - (576) (6,689) - (6,689) 48,760 Current funds 3,644 - - - (101) - (101) 3,543 Fiscal liabilities 2,544 ------2,544 Other current liabilities and other payables 8,973 - - - (1,834) - (1,834) 7,139 TOTAL CURRENT LIABILITIES 221,418 (1,079) (4,929) (6,008) (42,470) (3,738) (46,208) 169,202

TOTAL LIABILITIES 263,609 (1,854) (8,732) (10,586) (43,591) (7,475) (51,066) 201,957

TOTAL EQUITY AND LIABILITIES 348,126 (18,432) 14,405 (4,027) (48,739) 7,313 (41,426) 302,673

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5.1.2. PRO -FORMA RECLASSIFIED INCOME STATEMENT

Disposal of the 50% shareholding Disposal of the shareholding in Isem S.r.l. in Isagro Italia (50%) 1st Half Deconsoli- Pro-forma Total Deconsoli- Pro-forma Total 1st Half 2010 dation adjustments dation adjustments 2010 Isagro Group Isagro Group Historical data Pro-forma (thousand euro)

Revenues 96,368 (891) 545 (346) (12,721) - (12,721) 83,301 Other operating revenues 2,746 - - - (86) - (86) 2,660 Other non-recurring revenues 8,303 - - - (100) - (100) 8,203 Total revenues 107,417 (891) 545 (346) (12,907) - (12,907) 94,164

Raw materials and consumables (60,907) 204 - 204 10,440 - 10,440 (50,263) Costs for services (18,953) 119 - 119 2,462 - 2,462 (16,372) Personnel costs (16,621) 40 - 40 1,316 - 1,316 (15,265) Other operating costs (2,727) - - - 624 - 624 (2,103) Change in finished goods and work in progress 3,050 265 - 265 (2,359) - (2,359) 956 Capitalized development costs 2,222 ------2,222 13,481 (263) 545 282 (424) - (424) 13,339

Depreciation and amortization: - Depreciation of tangible fixed assets (2,688) - - - 13 - 13 (2,675) - Amortization of intangible fixed assets (2,639) 554 - 554 38 - 38 (2,047) Impairment of fixed assets ------8,154 291 545 836 (373) - (373) 8,617

Net financial (charges)/income (7,087) 8 195 203 428 142 570 (6,314) Profit/(losses) from associated 3 ------3 Net profit/(loss) before tax 1,070 299 740 1,039 55 142 197 2,306

Income taxes (741) (94) (225) (319) 128 (39) 89 (971) Net profit/(loss) from operations 329 205 515 720 183 103 286 1,335

Net profit/(loss) from discontinued operations ------Net profit/(loss) 329 205 515 720 183 103 286 1,335

Attributable to: Shareholders of the Parent company 354 205 515 720 183 103 286 1,360 Minority (25 ) ------(25 )

DETAILS OF PRO -FORMA ADJUSTMENTS

TRANSACTION A Deconsolidation The “deconsolidation” column includes the elimination of 50% of assets, liabilities, revenues and costs related to the company division “Innovative herbicides and fungicides” conferred to Isem S.r.l., to reflect the 50% pro-forma proportional consolidation of Isem S.r.l. following the transfer of the relevant equity investment. With reference to the financial position in particular, the adjustments include a decrease of € 16,532 thousand in the item “intangible fixed assets”, related to the value of the intellectual property, the data and the studies as well as the registrations concerning the transferred products. As regards the income statement, the adjustments essentially include the 50% decrease in consolidated operating revenues for € 891 thousand, referred to the sales of transferred products, with a correlated decrease in the cost of sales for € 588 thousand, following the adjustment of the items “purchases”, “services” and “change in inventories”, as well as the decrease in the amortisation of intangible fixed assets for € 554 thousand and tax liabilities for € 94 thousand.

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Pro-forma adjustments The column “pro-forma adjustments” includes:

- With reference to the financial position, the effects of the alignment to the fair value of the residual interest in the net assets of Isem S.r.l., revalued in compliance with the provisions of paragraph 34 of IAS 27 revised. More in detail, in consideration of the fact that the Isagro Group will consolidate with the proportional method the 50% equity investment in Isem S.r.l. it will hold after the transfer, some assets of Isem S.r.l. included under “intangible fixed assets” were revalued to account for the greater values emerged at the time of transferring 50% of the equity investment to Chemtura, as laid down by IAS 27 revised. Consequently, the surplus value emerged in comparison with the carrying value of assets and liabilities regarding the transferred division (€ 3,422 thousand), was allocated to the item “intangible fixed assets” for € 3,586 thousand to reflect the greater estimated value of the rights related to proprietary molecules, the item “deferred tax liabilities” for € 1,126 thousand and, for the remainder, to goodwill for € 962 thousand. In accordance with the pro-forma data preparation method governed by Consob Communication no. DEM/1052803 of July 5 th , 2001, the income from the 50% revaluation of Isem S.r.l., equal to € 3,422 thousand, was reflected in the financial position with respect to the shareholders’ equity (together with the capital gain obtained from transferring 50% of Isem S.r.l. for € 3,137 thousand) and not to the consolidated income statement, as this is a one-off component consequent to the transaction, exclusively attributable to the period it occurred;

- As regards the financial position, the effects of the collection of the transfer price, equal to € 19,715 thousand net of additional costs estimated at € 285 thousand, for which payment in cash has been agreed. This amount is allocated as follows: i) a partial repayment of a loan granted by a pool of banks (headed by Intesa Sanpaolo) to the Issuer was hypothesised for € 9,858 thousand, in accordance with the clauses of the loan agreement, which provides for the issuer to repay in advance 50% of the income regarding the transfer of assets, with the consequent decreasing adjustment of the item “Current financial payables” for € 4,929 thousand and “Non-current financial payables” for € 4,929 thousand; ii) the residual € 9,857 thousand as an increase in the item “cash and cash

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equivalents”, which will support the Issuer’s core-business. Regarding the income statement, the pro-forma adjustments include a decrease in financial charges for € 195 thousand. This decrease reflects essentially the lower interest expense deriving from the above mentioned reduction in the loan payable to the pool of banks;

- Regarding the financial position, the posting under the shareholders’ equity of the capital gain generating from the transfer of the equity investment, equal to € 3,137 thousand, net of additional charges. This gain, in accordance with the pro- forma data preparation method, governed by Consob Communication no. DEM/1052803 of July 5 th , 2001, was reflected in the balance sheet only, and not in the consolidated income statement, as this is a one-off component of the transaction, exclusively attributable to the period it occurred. The fiscal effect of this capital gain is quite negligible since the transfer is performed according to the participation exemption scheme. Furthermore, the posted capital gain will differ, though not significantly, from the capital gain actually obtained, as this will derive from the final contribution values still being defined at the time of publishing this Information Document;

- With reference to the income statement, the entry of the item “revenues” for 50% of the innovative research costs incurred in the first half by the Issuer (€ 545 thousand), by virtue of the above mentioned “discovery” agreement signed between the Issuer and the company Chemtura Nederlands B.V., according to which the latter shall fund 50% of the innovative research expenses incurred by the Isagro Group.

TRANSACTION B Deconsolidation The “deconsolidation” column includes the elimination of 50% of assets, liabilities, revenues and costs related to Isagro Italia S.r.l., which in the interim condensed financial statements as at June 30 th , 2010 had been consolidated by the Issuer with the proportional method. Furthermore, the “deconsolidation” column includes the effect of reopening the payables and receivables as well as the revenues and costs that had been eliminated in the interim financial statements as intragroup transactions, as they concern relationships that are expected to be continued between the Isagro Group and Isagro Italia S.r.l.. With reference to

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the income statement, the “deconsolidation” column particularly includes the effects regarding the restored intragroup transactions that will continue to be performed, such as:

- Supply agreement: € 7,871 thousand;

- Revenues from processing and related services: € 533 thousand;

- Administrative, managerial and management service: € 181 thousand;

- I.C.T. service: € 141 thousand;

- Other services: € 30 thousand.

As regards the financial position, the “deconsolidation” column also includes the reversal of the intragroup profit from sales that had been eliminated from the consolidated financial statements of the Issuer as it has not yet been realised, reduced by the relevant fiscal effect, by € 903 thousand.

Pro-forma adjustments The column “pro-forma adjustments” includes:

- As regards the financial position, the effects of the collection of the transfer price, equal to € 14,950 thousand net of additional costs estimated at € 50 thousand, for which payment in cash has been agreed. More in detail, the amount of € 14,950 thousand was allocated as follows: i) a partial repayment of a loan granted by a pool of banks (headed by Intesa Sanpaolo) to the Issuer was hypothesised for € 7,475 thousand, in accordance with the clauses of the loan agreement, which provides for the issuer to repay in advance 50% of the income regarding the transfer of assets, with the consequent decreasing adjustment of the item “Current financial payables” for € 3,738 thousand and “Non-current financial payables” for € 3,737 thousand; ii) the residual € 7,475 thousand as an increase in the item “cash and cash equivalents”, which will support the Issuer’s core-business. Regarding the income statement, the pro-forma adjustments include a decrease in financial charges for € 142 thousand. This decrease reflects the lower interest expense deriving from the above mentioned reduction in the loan payable to the pool of banks;

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- Regarding the financial position, the posting under the shareholders’ equity of the capital gain generating from the transfer of the equity investment, equal to € 9,640 thousand net of additional charges for € 50 thousand and relevant fiscal effects equal to € 162 thousand. The fiscal effect of the net income related to the transfer of the equity investment (€ 162 thousand) was posted as a reduction in prepaid tax assets, since the Issuer has credit deriving from past fiscal losses. The posted tax burden is lower than the ordinary one (27.5%) since the Issuer was able to benefit from reduced taxation because the transfer was performed according to the participation exemption scheme. The posted capital gain differs from the one actually obtained by the Issuer, since this will be affected by the economic results of Isagro Italia S.r.l. in the period between July 1 st , 2010 and the transfer data, which are still being defined upon drafting this Information Document. This capital gain associated to the transfer, in accordance with the pro-forma data preparation method, governed by Consob Communication no. DEM/1052803 of July 5 th , 2001, was reflected in the balance sheet only, and not in the consolidated income statement, as this is a one-off component of the transaction, exclusively attributable to the period it occurred.

Hypotheses considered for pro-forma data processing The accounting standards adopted to prepare the pro-forma consolidated accounts are the same used to draft the interim consolidated financial report as at June 30 th , 2010 of the Isagro Group, i.e. the International Financial Reporting Standards (IFRS) adopted by the European Union. The pro-forma adjustments were made by adopting the general rule according to which the transactions referred to the balance sheet are assumed to have occurred as of the date of the reference period ending, while for the income statement the transactions are assumed to have occurred at the start of the same period. The following specific hypotheses were also adopted: a) The rate used to estimate the decrease in financial charges consequently to the hypothesis of reduction of the Issuer’s financial debt following the collection of the transfer prices was hypothesised to be equal to 3.79%, a value corresponding to the average rate applied in the six months in question on the loan granted to the Issuer by the pool of banks described above, for which an early repayment was hypothesised;

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b) The additional costs that are instrumental to the closing of the transactions were preliminarily estimated at € 285 thousand with reference to the 50% transfer of the equity investment in Isem S.r.l., and at € 50 thousand with reference to the transfer of Isagro Italia S.r.l.; c) The tax rate used to calculate the fiscal effects of the pro-forma income statement adjustments was hypothesised at 27.5% for IRES purposes, and at 3.9% for IRAP purposes.

5.2. PRO -FORMA PER SHARE INDICATORS OF THE ISSUING COMPANY

5.2.1. HISTORICAL AND PRO -FORMA PER SHARE DATA IN COMPARATIVE FORM

(amounts in euro) 1st Half Pro-forma 1st Half 2010 adjustments 2010 Isagro Group Isagro Group Historical data Pro-forma

Basic profit and diluited per share 0.02 0.06 0.08

Cash flow per share (1) 0.32 0.03 0.35

Consolidated equity per share 4.83 0.92 5.75

(1) Cash flow is conventionally defined, for the purposes of this Document, as net result of Isagro Group plus amortization and depreciation.

All the indicators were determined on the basis of the number of outstanding shares in the first half of 2010 (17,500,000).

5.2.2. COMMENT TO THE SIGNIFICANT CHANGES IN PER SHARE DATA

The increase in the indicators described above was substantially due to the increase, compared to historical data, in the Profit for the period and the Shareholders’ equity of the Group, consequently to the adjustments described above. The most significant effect concerned the Shareholders’ equity, following the capital gains obtained, which were not reflected in the income statement.

5.3. AUDITOR ’S REPORT ON PRO -FORMA EQUITY AND FINANCIAL DATA

The report issued by the auditing firm Reconta Ernst & Young S.p.A. as regards the review of pro-forma consolidated equity and financial data, with reference to (i) the suitability of the basic hypotheses for the preparation of pro-forma data, (ii) the correct application of the

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methodology applies and (iii) the correct accounting standards adopted to obtain the pro- forma data, is attached to this Information Document.

6. ISSUER ’S PROSPECTS

6.1. GENERAL INDICATIONS ON THE ISSUER ’S BUSINESS PERFORMANCE AT THE END OF THE PERIOD THE LATEST PUBLISHED FINANCIAL STATEMENTS REFER TO

6.1.1. MAIN PERFORMANCE TRENDS REGARDING PRODUCTION , SALES , STOCKS AND ORDER VOLUMES AND POSSIBLE TRENDS FOR EVOLVING COSTS AND SALES PRICES

Estimates for the global crop protection market in 2010 show an increase in turnover of around 1%, equal to a total of $ 38.2 billion.

Given such a situation, where the market is recovering while also featuring great concentration and fierce competition, the Isagro Group estimates to close the year 2010 with a growing turnover and rising margins compared to 2009.

As regards the profitability of the group’s products, two events appear to have had a significant impact:

- An increase in average copper procurement costs (copper being the main raw material in cupric formulas used as fungicides in controlling some vine, oil, fruit and horticultural crop pathogens) was only partially transferred to the sales prices, since competition in this market segment is very fierce, with a consequent decrease in the profitability of these products;

- The decrease in the average costs of the products loaded in the stocktaking of the Brazilian company under joint control Sipcam Isagro Brasil S.A., and the consequent realignment to market costs, led to an increase in the profitability of the distribution business for crop protection products.

6.1.2 PROGRESS IN FINANCIAL STRUCTURE

During 2010 the net financial position is estimated to grow compared to 2009 as a result of new investments that are higher than the amortisation for the period, the strengthening of local currencies and the increased purchases made in the period.

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Therefore, the completion of the two Transaction has an immediate positive impact on the financial structure of the Isagro Group, as it results in a total decrease estimated at approximately € 60 million, originating from (i) € 20 million paid by Chemtura to purchase 50% of Isem, (ii) € 15 million paid by Sumitomo to purchase 50% of Isagro Italia and (iii) the deconsolidation of € 25 million deriving from the portion of the net financial position belonging to Isagro Italia, previously consolidated by the Isagro Group.

6.2. ESTIMATED RESULTS FOR THIS PERIOD

The considerable reorganisation of the Isagro Group, originated by the two transactions specified in this Information Document and a third transaction regarding the transfer of the equity investment in the Brazilian distribution company (as communicated to the market on January 26 th and 27 th , 2011), will have a remarkable impact on the economic/financial results, which will be forwarded to the market by publishing a new business plan to be disclosed in March.

Strategically speaking, the benefits deriving from the three extraordinary transactions also allow the Isagro Group:

- To share R&D risks with the new industrial partner Chemtura Agrosolutions, which will also contribute, with its expertise and know-how, to selecting and identifying new innovative development projects;

- To selectively participate in the distribution to strategic markets for the proprietary products, while still not committing significant financial resources to the distribution of third parties’ products;

- To be financially sound as a consequence of the new resources available and the debt deconsolidation deriving from the transfer of the distribution business in Italy and Brazil;

- To dedicate its resources to the funding of Isagro’s core-business while intensifying the development of proprietary products that have been on the market for a while, developing at least two new molecules, being present in new countries with registration and marketing activities, and creating organisational structures in markets that are deemed to be in line with the new distribution strategy.

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ATTACHMENT

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