May 3, 2005

2004: Strong Revenue Growth Drives Significantly Improved Profitability Univar N.V. Annual General Meeting May 3, 2005 – Amsterdam, The Netherlands

May 3, 2005 2

2004 was an excellent year for Univar. We can and will achieve even higher levels of performance in the future. But 2004 was, indeed, very satisfactory.

Our success was driven by 3 factors:

• first and foremost, the significant improvements in marketing execution and operating efficiency that we have achieved in the business over the past several years

• an improved economic environment, particularly in the US—our largest market—where we experienced significantly improved demand for chemical products

• a substantial turnaround in chemical pricing during the second half of the year

May 3, 2005 3

For the first time since the split-off from Vopak, we benefited in 2004 from stronger demand for our products, particularly in the US.

• Overall FY 2004 sales for the company grew 12.0%

• This translated to growth in operating profit of 33.2%

• Which demonstrates the importance of growth in our business: for each 1% in additional sales we brought in above last year, we earned almost 3% more in operating profit.

May 3, 2005 4

0

10

20

30

40

50

60

70

80

USA Europe Canada

2004

2003

Operating Leverage at Work

0

500

1000

1500

2000

2500

3000

USA Europe Canada

2004

2003

39.0%

23.7%

In 2004, revenue gains at each Univar business unit resulted in greater operating profit gains due to operating leverage.

39.4%11.1%

14.0%

12.6%

Business Unit Revenues(in US$ millions)

Business Unit Operating Profit (in US$ millions)

May 3, 2005 5

0

20

40

60

80

100

120

140

160

Consolidated

2004

2003

Operating Leverage at Work (cont’d)

0

900

1800

2700

3600

4500

5400

Consolidated

2004

2003

On a consolidated basis, the 12.0% increase in Univar N.V. revenues led to 33.2% growth in operating profit.

Revenues - Consolidated Univar N.V. (in US$ millions)

Operating Profit - Consolidated Univar N.V.

(in US$ millions)12.0% 33.2%

May 3, 2005 6

As a result of 2004’s excellent performance:

– Net income available to common shareholders reached $65.2 million, or an increase of 54.5% over last year

– Earnings per common share were $2.25, an increase of 55.2% over last year

– Your management and Supervisory Board are recommending shareholder approval of a dividend in the amount of €0.41 per share, compared to €0.29 in 2003.

May 3, 2005 7

Univar shareholders were rewarded with substantial appreciation in shareholder value again in 2004.

Univar’s 2004 share price performance, as in 2003, bettered that of its broad Dutch mid-cap peer group.

R el ati ve P er f or manc e: U ni var N . V .

Weekl y C l os i ng P r i c e

V er s us A M X A ms ter dam M i dC ap I ndex

10. 00

12. 00

14. 00

16. 00

18. 00

20. 00

22. 00

24. 00

26. 00

28. 00

J an-04 Feb-04 Mar-04 Apr-04 May-04 J un-04 J ul-04 Aug-04 Sep-04 Oct-04 Nov-04 Dec-04 J an-05 Feb-05 Mar-05 Apr-05

EUR

AMX

Univar

May 3, 2005 8

Univar has been able to improve its business in part due to growing economies and chemical pricing increases—but also, most importantly, because of our own efforts to position the company to take advantage of these opportunities in the external environment:

– by employing marketing strategies to provide differentiated offerings to targeted industries, such as food, pharmaceuticals, personal care and energy

– by continuing to enhance productivity in our networks, thereby driving costs out of the business to achieve a lower ratio of expenses to sales

May 3, 2005 9

A brief look, by way of example, at Univar’s marketing and operating improvement strategies…

1) Market specialization

2) Productivity enhancement

May 3, 2005 10

Our market specialization strategy in action

We have brought special focus to selected industries because they fulfill the needs of their population centers—and thus are less likely to relocate away from our existing distribution network.

• ex: Pharmaceuticals in the US– Over half of this industry’s business occurs in the US alone– It also is subject to a multitude of regulations which US producers

and distributors are well positioned to address– It is, therefore, a logical target of our focus strategy– We believe its growth is sustainable

May 3, 2005 11

Our market specialization strategy in action (cont’d)

• With many drugs coming off patent in the next 3-5 years, there is excellent potential for Univar in the large (and growing) generic drug business.

– We have been preparing for this opportunity by teaming with generic drug manufacturers during this period prior to patent expirations

– This should increase the likelihood of Univar’s selection as the ingredients distributor of choice

The result: in 2004, this business grew at a faster rate than the growth rate of Univar USA as a whole

May 3, 2005 12

A snapshot of Univar’s productivity enhancement activities

As part of our low-cost distribution strategy, we are continually looking to improve the productivity of our assets—both people and physical assets. The cornerstones of this strategy are:

• Improved service• Continuous improvement of internal processes • Cost containment• Ongoing optimization of our network

May 3, 2005 13

A snapshot of Univar’s productivity enhancement activities (cont’d)

• In 2004, we again improved our productivity in sustainable ways:

– On a consolidated basis, operating expenses as a percent of sales decreased dramatically in 2004, to 13.4% from 13.9% in 2003.

In other words, 2004’s 12.0% increase in sales companywide came with an increase in operating expenses of only 7.6%.

May 3, 2005 14

A snapshot of Univar’s productivity enhancement activities (cont’d)

• Ongoing network efficiency improvement played a large part in this result. We lowered costs through such activities as:

– designing ways to handle products fewer times (reducing “touches”)– consolidating the locations at which we repackage bulk liquids – buying in larger, more efficient quantities and then redistributing product

throughout our network from hub locations

This is an ongoing process of continuously making small improvements that, collectively over time, make a big difference in our cost structure.

May 3, 2005 15

Looking forward in 2005…

May 3, 2005 16

Strong First-Quarter 2005 Earnings Recently Reported

• Univar’s reported financial results released on April 28, 2005 included the following:– sales for Q1 2005 increased 16.6% over Q1 2004

– operating profit increased 36.5%

– net income grew 49.2%

• Profit growth was driven by: – a strong sales performance at Univar USA and Univar Canada

– higher chemical pricing

– effective expense control

– beneficial currency exchange effects

May 3, 2005 17

The outlook for chemical pricing is optimistic over the near-to-medium term.

• The likelihood is that increased costs for feedstocks—natural gas and petroleum—will continue to find their way into chemical pricing for at least the near term.

• Furthermore, chemical analysts are suggesting that chemical pricing also may be driven by longer-term scarcity.

– Continuing reduction of chemical plants in Western markets

– Increased global consumption, especially in China, is outpacing new capacity

• World demand may create a floor under chemical pricing for at least 2005, and perhaps beyond.

May 3, 2005 18

Prospects for 2005

• Higher chemical pricing and stable-to-growing demand are favorable to Univar.

• In this favorable environment, Univar will continue to:

– aggressively seek greater market share– maintain the achievement of operating synergies and productivity

improvements as a high priority

May 3, 2005

May 3, 2005 20

Agenda Item 12

Corporate Governance

May 3, 2005 21

Univar Corporate Governance

During 2004 Univar made a number of changes to implement the Corporate Governance Code and to promote shareholder rights:

• Shareholders must approve important changes to the company’s character or identity

• Shareholders must approve Executive Board Remuneration Policy

• Articles amended to limit Supervisory Board terms to 12 years

May 3, 2005 22

Univar Corporate Governance (cont’d)

• Articles amended to provide that Supervisory Board members may not be granted shares or rights by way of remuneration

• Financing Preference shares redeemed• Revised corporate governance documents adopted:

– SB by-laws– EB by-laws– Whistleblower rules– SB-EB Investment Rules

May 3, 2005 23

Univar Corporate Governance (cont’d)

Univar has 2 deviations from the Corporate Governance Code:

– Executive Board terms – Mr. Pruitt’s legal entitlement to severance

May 3, 2005 24

Agenda Item 13

Stock Option Plan

May 3, 2005 25

Stock Option Plan 2005 -- Summary

• The Supervisory Board recommends the approval of the Univar N.V. Stock Option Plan 2005

• The key elements of the plan are:– The maximum number of options which can be granted – 300,000

– Persons eligible are the company’s top executives

– The options do not vest until 3 years after the grant date

– One of 2 alternative performance targets must be selected at the time of grant. The options cannot be exercised unless the share price is at least

• 200% of the price on the date of grant. In this case the options expire 7 years after the grant date, or

• 135% of the price on the date of grant. In this case the options expire 4 years after the grant date and the participant must invest the after-tax proceeds in company stock and hold the stock 7 years from the date of the grant

May 3, 2005 26

Agenda Item 14

Remuneration Policy

May 3, 2005 27

Remuneration Policy

Univar uses a comprehensive remuneration program to recruit, retain and motivate a high quality Executive Board. Key elements:

• Base Salary• Variable Annual Cash Performance Bonus• Long-Term Incentive Component–Stock Options• Health insurance and pension

May 3, 2005 28

Executive Board Remuneration

2003 2004 2005

Pruitt Base $800,000 $800,000 $850,000

Bonus % 65.0% 79.2% --

Options 70,000 70,000 70,000

Holsboer Base €75,000 €100,000 €100,000

Bonus % 65.0% 79.2% --

Options 7,000 7,000 7,000

May 3, 2005 29

Annual Performance Bonus

• Executive Board members are eligible for an annual performance bonus of up to 200% of their base salary based on Bonus Return on Equity (BROE):

BROE = BNI

A × SE• BNI = Net income, minus after-tax net extraordinary gains and net

after-tax gains on fixed asset disposals• A = Adjustment factor that equals 1, unless the EOY number of

Univar shares outstanding is greater than BOY, in which case the Supervisory Board determines the adjustment factor

• SE = Greater of US$600 million or BOY Shareholders’ Equity• Performance hurdle rates were raised in 2004 from 2003, and have

been raised again for 2005

May 3, 2005 30

Company Performance Matrix

Bonus Return on Equity*Incentive (2004)

(Percent of Base Salary)

< 5.0% 0%

6.0% 50%

8.5% 75%

11.0% 100%

21.0% 200%

*2004 BOY Shareholders Equity (Dutch GAAP) is US$ 708.7 million

May 3, 2005