Recticel

AGM Information • Apr 28, 2021

Conditions to Access - Practical Provisions

The Board of Directors of Recticel has decided, in the light of the further restrictions due to the COVID pandemic, to organize the Ordinary and Extraordinary General Meeting of Tuesday 25 May 2021 digitally this year, in the presence of only the bureau and the CEO.

To this end, we work together with an external provider, who will be responsible for the practical handling of the voting transactions. The online meeting itself will take place using the Teams software. Each valid registered shareholder who has submitted the necessary supporting documents will receive an email with a link to the Teams application, which can be used to access the online General Meeting, as well as a link to the Onetec application that must be used in order to be able to vote.

Registration and confirmation of attendance

In order to attend the Online General Meeting or to be represented and exercise voting rights, every shareholder must fulfil the two conditions set out below, pursuant to Article 31 of the Company's Articles of Association:

1. Registration of their shares on 11 May 2021 at midnight (Belgian time) ("Registration Date"), either by entry in the register of nominative shares of the Company, or by entry on the accounts of an official accountholder or a liquidation institution.

2. Confirmation to the Company, at the latest on 19 May 2021, that they wish to attend the Online General Meeting. At the same time, they must also announce the number of shares with which they wish to vote at the Online General Meeting.

The holder of dematerialised shares must also submit a certificate from the official accountholder or liquidation institution to the Company which indicates with how many shares, registered in the name of the shareholder on the Registration Date, they intend to take part in the Online General Meeting.

The holders of bonds, subscription rights or certificates issued in cooperation with the Company, who may attend the Online General Meeting with an advisory vote, pursuant to Article 7:135 of the Companies and Associations Code, are requested to comply with the formalities of registration and prior notification referred to above.

Only those being registered as shareholders on the Registration Date shall have the right to attend and vote at the Online General Meeting.

Additional items on the agenda and/or motions for resolutions

Pursuant to Article 30 of the Company's Articles of Association, one or more shareholders, who together hold at least 3% of the share capital, may add items to be discussed to the agenda of the Online General Meeting and submit motions for resolutions with regard to the items on or to be placed on the agenda. The Company must receive such requests, together with the evidence of the required participation, no later than 3 May 2021. In the case at hand, an additional agenda shall be published latest on 10 May 2020.

Powers of attorney/Voting by letter

Pursuant to Article 32 of the Company's Articles of Association, every shareholder is given the opportunity to be represented at the Online General Meeting by a special agent or to vote by letter before the meeting. .

The Company must receive, on 19 May 2021 at the latest, the powers of attorney and voting forms. These documents can be provided to the bureau by all possible means, including the sending of a scanned copy or a picture of the form by e-mail to the e-mail address mentioned hereunder.

Written questions / right to ask questions of the shareholders

Pursuant to Article 33 of the Company's Articles of Association, shareholders who have fulfilled the aforementioned conditions to access, may ask written questions to the Directors and the Auditor regarding their report or items on the agenda.

The Company should receive all questions no later than 19 May 2021.

Proof of identity and powers of representation

In order to attend, or to be represented at, the online General Meeting, holders of shares, bonds, warrants or certificates issued with the cooperation of the Company, as well as authorised agents, must present proof of their identity (identity card or passport) and representatives of legal entities must, in addition, provide proof of their powers of representation (relevant company documents).

Documentation

All documents related to these Online General Meeting are made available on the Company's website (www.recticel.com) and are also available at the Company's registered office.

Notification and sending of documents

The notification and all other notices or correspondence to the Company must be for the attention of Mr Dirk Verbruggen, General Counsel & General Secretary, as follows:

• either by post: Recticel SA/NV, Bourgetlaan 42, 1130 Brussels (Haren)
• by e-mail: companysecretary@recticel.com;
• by fax: +32 (0)2 775 19 92.

THE BOARD OF DIRECTORS