Green Earth Group NV — AGM Information 2015

Nov 27, 2015

Press release following the Extraordinary General Meeting of Shareholders of Roto Smeets Group N.V. (RSG NV), held on 27 November 2015

The following resolutions were, amongst others agreed, upon at the meeting:

• The General Meeting of RSG NV agreed with the repayment of EUR 4.124 per share on all issued shares immediately after the resolution concerning the capital reduction has become effective and the deed of amendment of the articles of association of the Company, including the name change, in accordance with the decision taken by the General Assembly in its meeting on 23 September 2015, have been passed. As a result of the meeting held on 23 September 2015, the name change of Roto Smeets Group N.V. into Verenigde Nederlandse Compagnie N.V. is expected to take place on 2 December 2015. Under de condition precedent that no objection is received before 1 December 2015, the capital repayment is expected to take place on 11 December 2015. Following the completion of the capital repayment, the delivery of shares of the Major Shareholders in RSG NV to Schaaij Management and Services BV is expected to take place.

Timetable name change and capital repayment: 1 December 2015 Record Date 2 December 2015 Name change effected on Euronext

Timetable Capital Repayment 7 December 2015 Ex Date 10 December 2015 Record Date 11 December 2015 Payment Date

• Discharge is granted to the Supervisory Board for their supervision from 1 January 2015 until the date in December 2015 on which Schaaij Beheer en Diensten B.V. acquires at least 85% of the issued shares in the Company's capital.
• Discharge is granted to the Management Board for the policy pursued from 1 January 2015 until the date in December 2015 on which Schaaij Beheer en Diensten B.V. acquires at least 85% of the issued shares in the Company's capital.
• The General Meeting has been notified of the intention to appoint Mr Geert Schaaij as director of the Company and agreed to the appointment of Mr Tjerk Jouke de Vries as member of the Supervisory Board of the Company. These appointments take effect on the date in December 2015 on which Schaaij Beheer en Diensten acquires at least 85% of the issued shares in the Company's capital.

• The General Meeting agreed to the amended remuneration policy for 2016 of the board of directors and the amended remuneration policy for 2016 to the Supervisory Board.

• It was proposed and accepted that for a period of 18 months the Management Board is authorised to issue shares, to grant rights to subscribe for shares, and to restrict or exclude preferential rights for shares. Also, the Board of Directors is authorized for a period of 18 months to acquire the company's own shares or depositary receipts up to a maximum of 15% of the subscribed capital.

• At the meeting, Mr. Schaaij explained his views on the proposed policy. In response to questions about financing of the new policy Mr Schaaij informed that it is envisaged to to use the given authorization. When all the applicable conditions are met, he seeks a placement at € 2.50 per share.

The formal resolution list of this Extraordinary General Meeting of Shareholders including the number of votes cast per resolution will be available as of 28 November 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, 27 November 2015

Roto Smeets Group N.V. Supervisory Board

Hunneperkade 4, NL- 7418 BT Deventer, +31 570 69 49 00, info@rotosmeetsgroup.com, www.rotosmeetsgroup.com