Press release subsequent to the Annual General Meeting of Roto Smeets Group N.V. (RSG NV) held on 13 May 2015


As a result of the agreement that the Major Shareholders of RSG NV have concluded on the sale of their stake in RSG NV (see press release of 8 May this year) the liquidation of RSG NV and the associated agenda items were removed from the agenda.

With regard to the other agenda items that were put to a vote, the company informs as follows:

• The meeting agreed to the (increased) offer and sale of shares in Roto Smeets Group B.V. (RSG BV);
• The 2014 annual accounts were adopted;
• The Management Board was discharged for its management in 2014;
• The Supervisory board was discharged for its supervision in 2014;
• Mr J.H.M. Rijper was reappointed as a member of the Supervisory Board.

Since the votes were in favour of the sale of the shares of RSG BV, agenda items 6 - relating to the authorisation to issue shares, to grant rights to subscribe shares and to restrict or exclude preferential rights for shares - and 7 - the authorisation to acquire the company's own shares or depositary receipts - were not put to a vote.

Acceptance of the increased offer means that RSG NV shareholders can expect the payout of €4.124 after about four months after delivery of the RSG BV shares. The convening of an Extraordinary General Meeting (EGM) and an explanation regarding the legal acts necessary to proceed with the payout will follow shortly.

In accordance with Article 120, paragraphs 4/5 of Book 2 of the Civil Code (Burgerlijk Wetboek) the formal resolutions, including the number of votes cast for each resolution, will be available on the website (www.rotosmeetsgroup.com) on 14 May 2015.

Deventer, 13 May 2015

Roto Smeets Group NV
Supervisory Board





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