Recticel

AGM Information • Aug 1, 2014

V O T I N G F O R M

The undersigned (for private individuals: surname, first name, occupation and place of residence; for legal entities: company name, company type, registered office and identity and position of the representative(s) - see instruction 1 below)

Owner of ___________________ ordinary shares in public limited company RECTICEL, with its registered office at Avenue des Olympiades/Olympiadenlaan 2, 1140 Evere, Brussels,

hereby states that he/she/it wishes to participate in the Definitive Extraordinary General Meeting of the above-mentioned Company, which shall take place at the Company's registered office at Avenue des Olympiades/Olympiadenlaan 2 in Evere, on 20 August 2014 at 11 am,

wishes to use the possibility to vote by correspondence before the General Meeting for the above-mentioned number of shares adequately registered on the Registration Date, as mentioned in the notice convening the General Meeting,

and wishes to enforce the following irrevocable voting instructions (see instruction 2 below):

Voting instructions on the agenda for the Definitive Extraordinary General Meeting

Change in the Articles of Association providing for a ¾ majority vote required within the Board of Directors for all resolutions related to the use of the authorized capital, as laid down under Article six of the Articles of Association.

Proposal forming the subject of the resolution to change Article 21 of the Company's Articles of Association through inserting, after the fifth paragraph, a new paragraph reading as follows:

"All resolutions within the framework of the authorized capital, in conformity with article 6 of the Articles of Association, shall be taken by a ¾ majority of the votes present or represented."

FOR: _____ AGAINST : _____ ABSTAIN : _____

Name and surname :	______
Function:	______
Place and date :	______
Signature :	______

RELEVANT INSTRUCTIONS

* * * *

(1) In order to attend, or to be represented at, the General Meeting, shareholders must present proof of their identity (identity card or passport) and representatives of legal entities must, in addition, provide proof of their power of representation (relevant legal company documents).

Copies of the relevant proof must be attached to this form.

The Company must receive the voting form no later than 14 August 2014. The signed original form, together with the relevant proof, must be handed to the members of bureau no later than the day of the General Meeting.

In the absence of the original form and relevant proof at the General Meeting, the voting form is made null and void.

(2) A vote by correspondence is final. A lack of voting choices is regarded as abstention.

* * * *