Press release following the Extraordinary General Meeting of Shareholders of Roto Smeets Group N.V. (RSG NV), held on 23 September 2015


The following resolutions were agreed upon at the meeting:

• Amendment to the Articles of Association of Roto Smeets Group N.V. was adopted
The proposed amendment to the articles of association was adopted by a majority vote, including the resolution to reduce the capital. This means that this resolution will be deposited at the office of the Chamber of Commerce for inspection for the next two months. This will also be announced in a nationwide daily newspaper. The resolution to reduce capital will only take effect and the deed of amendment to the articles of association can only be executed after the aforementioned two-month period.
Once the deed of amendment to the articles of association has been executed, the company can proceed with payment to its shareholders in accordance with what has been agreed on the sale of the shares in Roto Smeets Group B.V. An Extraordinary General Meeting of Shareholders is expected to be held on 27 November 2015 for this purpose.
• Exemption resolution adopted
Pursuant to Article 2(1)(a) of the Exemption Decree on takeover bids, the meeting of shareholders has agreed to grant Mr Schaaij, with 99.80 % of the votes in favour, exemption from the obligation to make a public offer on all shares of the company in the event that the private company Schaaij Beheer en Diensten B.V. with its registered office in the Municipality of Ooststellingerwerf (commercial register number 04048841) or another capital company held in full by Mr Geert Schaaij acquires predominant control of Roto Smeets Group N.V. in the meaning of Section 5(70) of the Financial Supervision Act within three months after 23 September 2015.
• External accountant appointed
The general meeting agreed to BDO Audit & Assurance B.V.'s appointment as external accountant for Roto Smeets Group N.V. for the financial year 2015.


The formal resolution list of this Extraordinary General Meeting of Shareholders including the number of votes cast per resolution will be available as of 24 September on the group's website (www.rotosmeetsgroup.com) in accordance with paragraphs 4/5 of Section 120 of Book 2 of the Dutch Civil Code.

Deventer, 23 September 2015

Roto Smeets Group NV
Supervisory Board



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