Green Earth Group NV — AGM Information 2015

Mar 31, 2015

Agenda and call for the Annual General Meeting of Shareholders of Roto Smeets Group NV, to be held on Wednesday 13 May 2015 at 3 pm at the offices of Roto Smeets Group N.V., Hunneperkade 4, in Deventer.

Call and agenda

1. Opening.

2. Review on 2014 and explanation of current developments.

3. 2014 Annual Report and Annual Accounts:

• a. Discussion of the report of the Management Board.
• b. Discussion of the report of the Supervisory Board.
• c. Discussion of the implementation of the remuneration policy in 2014;
• d. Explanation of the audit by Ernst & Young Accountants LLP
• e. Discussion and adoption of the Annual Accounts.*
• f. Explanation of the dividend and reservation policy.

4. Discharge

• a. Discharging the members of the Management Board for their management in 2014.*
• b. Discharging the members of the Supervisory Board for their supervision in 2014.*

5. Membership of the Supervisory Board.*

• 6. Delegation of the authority to issue ordinary shares and restrict or exclude preferential rights upon the issue of ordinary shares
• a. Extension of the designation of the Management Board as authorized body to issue ordinary shares.*

b. Extension of the designation of the Management Board as authorized body to restrict or exclude preferential rights upon the issue of ordinary shares.*

7. Authorization to acquire company shares or depository receipts on behalf on the company.*

8. Tender offer on Roto Smeets Group BV

• a. Approval as required by article 2: 107 Civil Code for the sale of all shares in Roto Smeets Group BV
• (as described in more detail in the notes) *
• b. Decision to dissolve Roto Smeets Group NV pursuant to article 2:19 Civil Code *
• c. Decision establishing the remuneration of the liquidator in accordance with article 24 paragraph 1 of the Articles of Roto Smeets Group NV *
• d. Decision to designate Roto Smeets Group BV as custodian of the books and records of Roto Smeets Group NV within the meaning of Section 2:24 Civil Code *

The under agenda items 8 b, c and d reported decisions made under the condition precedent of obtaining approval under agenda 8.a and the sale and delivery of all shares in Roto Smeets Group BV (as described in more detail below).

9. Any other business.

10. Conclusion.

* These items on the agenda will be put to a vote.

Notes to the agenda

RE ITEM 3: Report and accounts 2014

• a. Discussion of the Report of the Management Board as shown on pages 16-24 of the Annual Report.
• b. Discussion of the Report of the Supervisory Board as shown on pages 28 -34 of the Annual Report.
• c. Discussion of the implementation of the remuneration policy based on the information presented in the financial statements in accordance with Articles 2:383 c to e of the Netherlands Civil Code. This information can be found on pages 31 and 96 of the Annual Report.
• d. Mr. drs G. A. Arnold RA of Ernst & Young Accountants LLP will provide an explanation regarding the audit for 2014.
• e. After discussion of the annual report it will be proposed to adopt the annual accounts 2014.
• f. The RSG dividend policy assumes a cash payout of 40% of the net result per ordinary share provided solvency remains above the lower limit of 30%. Since RSG has not complied with this requirement in 2014, no dividend will be paid.

RE ITEM 4: Discharge

It has been proposed to discharge the members of the Management Board for their management in 2014 and to discharge the members of the Supervisory Board for their supervision in 2014.

RE ITEM 5: Membership of the Supervisory Board

• a. Recommendation and proposal to reappoint Mr. J.H.M. Rijper as member of the Supervisory Board.
• 1. Opportunity to make a recommendation. The works council has not made use of the right to make a recommendation.
• 1. With the proviso that the General Shareholders' Meeting shall have made no recommendation, the Supervisory Board recommends to reappoint Mr. J.H.M. Rijper.
• b. Reappointment of Mr. J.H.M. Rijper as member of the Supervisory Board with the proviso that Mr. Rijper was proposed for the reappointment and said proposal has not been rejected.

The other members of the Supervisory Board appreciate his contribution to the Board, in which, despite being the only non independent member, he makes an independent assessment of the interests of all stakeholders when taking his decisions. The Supervisory Board therefore has pleasure in proposing Mr. Rijper for reappointment for a further term of four years. Mr. Rijper is the sole member of the management board of Wagram Equity Partners B.V., which entity is in its turn the sole member of the management board of Riva Investments. Mr. Rijper has an indirect minority interest in the capital of Riva Investments. Riva Investments currently owns 15.27% of the shares of Roto Smeets Group NV. According to the Dutch Corporate Governance Code, Mr. Rijper can not be considered an independent director.

For the reappoint of Mr. Rijper the current profile is observed. A comprehensive CV of the Mr. Rijper and the profile can be found on the website of the company.

Mr. H. Noten made known his wish to retire as a member of the Supervisory Board on 1 July 2015. He finds it difficult to combine membership of the Supervisory Board with his duties as Mayor of Dalfsen and his recent appointment as Chairman of the 'Social Domain Transition Committee'. Given the now reduced size of the group the vacancy thus created will not be completed and the Supervisory Board will exist of three persons from 1 July 2015.

Re Item 6:

6.a. Extension of the designation of the Management Board as authorized body to issue ordinary shares.

It is proposed to extend the current designation of the Management Board as authorized body, with the approval of the Supervisory Board, to issue ordinary shares and to grant rights to subscribe for ordinary shares for a period of 18 months from the date of the Annual General Meeting of Shareholders, i.e. until 13 November 2016. This authorization applies to a number of ordinary shares equal to no more than ten per cent (10%) of the current subscribed capital.

6.b. Extension of the designation of the Management Board as authorized body to restrict or exclude preferential rights upon the issue of ordinary shares.

It is proposed to extend the designation of the Management Board as authorized body, with the approval of the Supervisory Board, to restrict or exclude preferential rights related to the issuance of ordinary shares, including the granting of rights to subscribe for ordinary shares, for a period of 18 months from the date of the Annual General Meeting of Shareholders, i.e. until 13 November 2016. This authorization applies to a number of ordinary shares equal to no more than ten per cent (10%) of the current subscribed capital.

Re item 7: Authorization to acquire company shares or depository receipts on behalf of the company

It has been proposed that the Board be authorized for a period of eighteen (18) months, so till 13 November 2016, to acquire paid up shares or depository receipts in the subscribed capital of the company up to the maximum of 10 percent, irrespective of title or acquisition, at a price deviating no more than 10 per cent (10%) from the highest, or lowest price at which shares of the company of the type in question are being traded on Euronext Amsterdam at the date of conclusion of the buying agreement.

Re item 8: Tender offer on Roto Smeets Group BV

8a. Approval as required by article 2: 107 Civil Code for the sale of all shares in Roto Smeets Group BV

This item is placed on the agenda by the Management Board and the Supervisory Board in response to a written request from a group of six major shareholders of Roto Smeets Group NV in a letter dated March 30, 2015 which letter was received on the same date by the Management Board and the Supervisory Board. This group of shareholders has made an offer for all shares in the capital of Roto Smeets Group BV, the holding company of all the activities of the Group. The bid is (i) for a net amount of € 13.1611 million - after taking into account the debt that Roto Smeets Group NV has to Roto Smeets Group BV and the acquisition by Roto Smeets Group BV of the other in the consolidated balance sheet of Roto Smeets Group NV standing commitments as at December 31, 2014, which corresponds to a value of € 4, - per share, and (ii) under the conditions described in the previously reported letter. The text of this letter is only received in the Dutch language and is reproduced in Annex 1 of the Dutch Agenda.

The Management Board and the Supervisory Board have asked NIBC Bank for a fairness opinion about the received bid. The Management Board and the Supervisory Board expect, after receiving this opinion, to have a written position on the proposal in the form of a press release available before 1 May 2015.

The Central Works Council has been informed of the bid and was asked to make his views known at short notice.

8c. Decision establishing the remuneration of the liquidator in accordance with article 24 paragraph 1 of the Articles of

Roto Smeets Group NV *

The only member of the Board of Directors, will be the liquidator of the assets of the dissolved corporation, pursuant to the provisions of Section 2:23 paragraph 1 Dutch Civil Code. It is proposed no to grant any specific remuneration to the liquidator.

Registration date

Persons who are entitled to participate in and vote at the Annual General Meeting of Shareholders, shall be those persons who, after all entries and deletions have been processed, have these rights on 15 April 2015 (the "Record Date") and are registered as such in one of the registers designated by the Company, provided that those persons have registered for the meeting in accordance with the provisions set out below.

Application and registration

The Management Board has designated as register or sub-register the Shareholders register of the company as well as the records of other intermediaries as defined in the Dutch Act on giro securities (Wet giraal effectenverkeer) identifying the shareholder on the record date.

Shareholders who plan to attend the meeting can request a registration voucher ('receipt') via the intermediaries where their shares are on record or with ABN AMRO Bank N.V. ("ABN AMRO") through www.abnamro.com/evoting, until 6 May 2015 17:00 hrs CET, which receipt will serve as an entrance ticket for the meeting. The financial institution must provide ABN AMRO via www. abnamro.com/intermediary by 7 May 2015, 13:00 hrs CET at the latest a statement listing for each shareholder the number of shares for the meeting that are reported and held on the registration date.

The receipt will serve as entrance ticket. If you, or the person you authorize, will not be in the possession of the receipt in time, you must be able to identify yourself before commencement of the meeting with valid identification papers.

Voting by proxy on internet

Holders of ordinary shares may also grant proxy and issue their voting instruction online until 6 May 2015 via www.abnamro.com/ evoting.

Access to the General Meeting

Registration will take place from 14:00 am until the commencement of the General Meeting at 15.00. After this time registration is no longer possible. Persons entitled will have to present a valid ticket for the General Assembly.

Note: This agenda is an unofficial translation of the Dutch version. In the event of variations or discrepancies between the translation and the Dutch version, the latter shall prevail.

For more information:

Roto Smeets Group NV Corporate Communications P.O. Box 822 7400 AV DEVENTER Tel. + 31 570 69 49 33 Fax. + 31 570 69 41 00 info@rotosmeetsgroup.com www.rotosmeetsgroup.com