Green Earth Group NV — M&A Activity 2010

Sep 8, 2010

This is a joint press release by Printing Holding B.V. (the "Offeror") and Roto Smeets Group N.V. ("RSG") pursuant to the provisions of Section 5 paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This announcement and related materials do not constitute an offer for the issued and outstanding ordinary shares in the capital of RSG (the "RSG Shares") or any other legal offer, contract or agreement, or create any legally valid or binding obligation for the Offeror or RSG in respect of the RSG Shares. The distribution of this announcement may in certain jurisdictions be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. In particular, this announcement is not for release, publication or distribution, in whole or in part, in or into directly or indirectly the United States, Canada, Australia or Japan.

Amsterdam, 8 September 2010

Printing Holding and Roto Smeets Group announce intended public offer for all ordinary shares of Roto Smeets Group

Highlights

• The Offeror (Printing Holding B.V.), a Dutch special purpose company incorporated by Riva Investments B.V. ("Riva") with the sole purpose to acquire all RSG Shares, intends to make a public offer for all RSG Shares (the "Offer"), pursuant to which all holders of RSG Shares will be given the opportunity to elect between (i) a consideration in cash of EUR 14, or (ii) alternatively, at the discretion of the relevant (tendering) holder of RSG Shares, one (1) depositary receipt for shares in the capital of the Offeror issued by a foundation (stichting administratiekantoor).
• The cash consideration represents a 39.2% premium over the average closing RSG Share price for days on which the share has actually been traded ("RSG Trading Days") over the last month prior to, and including, 6 April 2010, the day before the press release was published by Riva on its preparations of a possible public offer for the RSG Shares.
• The Offeror supports RSG's existing strategy and the intended Offer will contribute to the realisation of this strategy in a private environment.
• Riva has agreed to contribute its RSG Shares (i.e. approximately 15% of the RSG Shares) to the Offeror in exchange for newly issued shares in the capital of the Offeror, as soon as possible after this announcement. Shareholders that together hold approximately 55% of the RSG Shares have committed to tender their RSG Shares under the Offer (when made) while electing the share consideration referred to sub (ii) of the first bullet above. The RSG Shares held by Riva and the committed shareholders jointly represent approximately 70% of the issued and outstanding RSG Shares.
• The management board and the supervisory board of RSG shall facilitate the Offer, and cooperate in the execution and finalization of the Offer while taking a neutral stance in respect thereof.
• The Offeror will respect the existing rights of the employees of RSG and the Offer as such will not result in any redundancies.

The Offer

The Offeror and RSG hereby jointly announce that they have reached conditional agreement (voorwaardelijke overeenstemming) with respect to an intended Offer by the Offeror, pursuant to which all holders of RSG Shares (the "Shareholders") will be given the opportunity to elect between (i) a consideration in cash of EUR 14 (the "Cash Consideration"), or (ii) alternatively, at the discretion of the relevant (tendering) Shareholder, one (1) depositary receipt for shares (a "DR") in the capital of the Offeror issued by a foundation (stichting administratiekantoor, the "Foundation") (the "Share Consideration" and together with the Cash Consideration referred to as the "Consideration"), which Consideration is cum dividend which reflects that RSG has committed not to declare any more dividends for the financial year of 2010, and that no further announcements on dividend payments will be expected before the full finalization of the Offer. The Cash Consideration represents a 39.2% premium over the average closing RSG share price on RSG Trading Days over the last month prior to, and including, 6 April 2010, the day before the press release was published by Riva on its preparations of a possible public offer for the RSG Shares.

Subject to the Offer being made and declared unconditional, Shareholders who elected the Share Consideration and received DR's in exchange for their RSG Shares tendered under the Offer (the "Tendered Shares") will become subject to the administration conditions of the Foundation (the "Administration Conditions"). After completion of the Offer, the board of directors of the Foundation shall propose to the meeting of holders of DR's to resolve to amend the Administration Conditions, which resolution requires a two-thirds majority of the votes cast in a meeting of holders of DR's in which at least 50% of shares for which DR's have been issued is represented.

Subject to the proposed amendment of the Administration Conditions being adopted by the meeting of holders of DR's, the Administration Conditions will after completion of the Offer provide that

• (i) holders of DR's representing at least 5% of the total issued and outstanding share capital of the Offeror will be required to exchange (royeren) their DR's into shares of the Offeror;
• (ii) upon any such exchange of DR's into shares of the Offeror, these (former) holders of DR's will automatically adhere to the shareholders' arrangements between the shareholders of the Offeror, which arrangements will be set out in detail in the offer memorandum to be published with regard to the Offer;
• (iii) holders of DR's representing less than 5% of the total issued and outstanding share capital of the Offeror will be granted a put option (the "Put Option"), pursuant to which such holders of DR's will, at their discretion, on 1 May 2011 (the "First Exercise Date") or 1 May 2012 (the "Second Exercise Date" and together with the First Exercise Date referred to as the "Exercise Dates") be entitled to sell and transfer all their DR's to the Offeror for a price to be determined pursuant to the

following procedure: The Foundation will appoint an independent certified public accountant (the "Independent Expert"), which shall be an internationally recognized accounting firm, which is not RSG's accountant, whereby the Foundation shall instruct such Independent Expert to render a final and binding determination of the fair market value of the DR's, taking into account (i) the business and the markets RSG operates in; and (ii) that no minority discount will apply, and, where necessary, seeking counsel from market experts (such price, the "FMV");

(iv) the Offeror shall have the right, during a period of three (3) months as from the Second Exercise Date (the "Call Option Period") to acquire the outstanding DR's for a price equal to the FMV determined by the Independent Expert at the Second Exercise Date (the "Call Option"). The Call Option can only be exercised in full and not in part.

The Offeror has agreed, subject to the proposed amendment of the Administration Conditions being adopted by the meeting of holders of DR's, to grant the Put Option to the holders of DR's representing less than 5% of the total issued and outstanding share capital of the Offeror.

Substantiation of the Offer

The Cash Consideration is the best price that the Offeror is willing to consider, taking into account that:

• RSG does not provide specific guidance on the expected performance for the year 2010 and the years ahead;
• RSG is not covered by any equity analysts and therefore this guidance for any meaningful financial analysis is also not available;
• RSG has no comparable listed independent graphic services companies with similar (capital) positions and more important similar portfolio of services and client base;
• the current economic environment in general and the challenging markets of graphic services in particular caused a historical trend showing a declining net result of RSG;
• RSG Shares traded well below the Cash Consideration in the period after Riva's initial announcement on a possible offer for RSG on 6 April 2010;
• RSG Shares were sold via large block trades by professional investors early 2010 at a significant discount compared to the Cash Consideration;
• RSG operates in a market that is characterised by overcapacity resulting in continuous price pressure that negatively impacts the results of RSG;
• the Offeror is not a strategic buyer and therefore the Offer does not provide an opportunity for RSG to realise any synergies;
• RSG operates in a global economic climate that remains highly uncertain and therefore forms a material risk for the business and its future profitability.

The Cash Consideration per RSG Share represents a:

• 21.7% premium relative to the closing RSG Share price of EUR 11.50 on 6 April 2010, the day before the press release was published by Riva on its preparations of a possible offer for the RSG Shares;
• 39.2% premium over the average closing RSG Share price of EUR 10.05 on RSG Trading Days for 1 month prior to, and including, 6 April 2010;
• 38.9% premium over the average closing RSG Share price of EUR 10.08 on RSG Trading Days for the 3 months prior to, and including, 6 April 2010;
• 28.7% premium over the average closing RSG Share price of EUR 10.88 on RSG Trading Days for the 6 months prior to, and including, 6 April 2010.

Strategic rationale

The Offeror and RSG believe that the transaction will result in financial and administrative cost savings, a more efficient administrative process, better communication between RSG and its Shareholders and improved possibilities to explore consolidation on the European market in a private environment.

The Offeror supports RSG's existing strategy, subject to regular evaluation taking into account all market circumstances (including changes in the economic environment) as well as all relevant financial and economic factors.

Governance

Following completion of the Offer, the management board of RSG (the "Management Board") shall continue to consist of Messrs. Caris as CEO and Van der Heijden as COO. As to the supervisory board of RSG (the "Supervisory Board" and together with the Management Board herein referred to as the "Boards") Mr. Rijper, who is a representative of Riva, will be nominated for appointment as Supervisory Board member, replacing Mr. Lugt. Accordingly, as of the date of completion of the Offer, the Supervisory Board shall consist of five members, being Messrs. Huyzer, Noten, Blom, Groenen and Rijper. Mr. Huyzer shall remain chairman of the Supervisory Board.

Social aspects

The Offer as such will not result in any redundancies. The Offeror will respect the existing rights of the employees of RSG, including the existing rights under applicable social plans and collective labour agreements.

Irrevocable undertakings of the Committed Shareholders

Each of Shatho Beheer B.V., Marsala B.V., Stichting Familiefonds Nexgen and a number of other Shareholders (the "Committed Shareholders") – who jointly hold approximately 55% of the RSG Shares – have committed to tender their RSG Shares under the Offer (when made) while electing the Share Consideration. Riva has agreed to contribute its RSG Shares (i.e. approximately 15% of the RSG Shares) to the Offeror in exchange for newly issued shares in the capital of the Offeror, forthwith after this announcement. The RSG Shares held by Riva and the Committed Shareholders jointly represent approximately 70% of the issued and outstanding RSG Shares.

Neutral stance of the Boards

The Supervisory Board and the Management Board, having consulted their legal and financial advisors and having given due and careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction, have reached the conclusion that they should facilitate the Offer, and cooperate in the execution and finalization of the Offer while taking a neutral stance in respect thereof.

The reasons why the Boards decided to facilitate and take a neutral position in respect of the Offer are set out in paragraphs A., B. and C. below.

A. Share Consideration under the Offer

The Boards assent to the structure offered to Shareholders that want to remain indirectly invested in RSG for the near future as it allows Shareholders to roll over their RSG Shares into DR's in the Offeror, thus being offered the opportunity to realize the embedded value of RSG that the Boards expect to realize over the next years when executing their plans, but with the onus of having also to accept its downside if the developments that would have to support a higher value do not occur or take more time.

Shareholders rolling over will, subject to the aforementioned amendment of the Administration Conditions being adopted by the meeting of holders of DR's, be given the possibility to exit by exercising a Put Option on the Offeror at two fixed dates (1 May 2011 and 1 May 2012), in which case these Shareholders will receive the value of the DR's as then to be determined by an Independent Expert without discounting for the fact that their DR's do not have any voting rights and represent a minority interest. The Boards assume that the proposal to amend the Administration Conditions will be adopted by the meeting of holders of DR's because otherwise the DR holders that hold DR's in respect of 5% or more of the shares of the Offeror will not be in the position to exchange (royeren) their DR's against shares of the Offeror with the result that the Foundation will have actual control over the Offeror.

For completeness sake, the Boards note that, subject to the aforementioned amendment of the Administration Conditions being adopted by the meeting of holders of DR's, (a) DR holders that hold DR's in respect of 5% or more of the shares of the Offeror will have to exchange their DR's against shares of the Offeror and will not be entitled to put nor be required to sell their securities on the Offeror, and (b) Shareholders that acquire DR's in respect of less than 5% of the shares of the Offeror will not have the possibility to exchange their DR's for shares, will consequently not have voting rights and will be subject to a Call Option of the Offeror that may require the DR's to be sold to the Offeror after 1 May 2012 (the second date on which the holders of DR's have the right to exercise their above-mentioned Put Option) on the same terms and conditions that would have applied in case they would have exercised the Put Option on the Offeror on that date. The Boards note in this context that the Offeror will have the right but will not be obliged to exercise this Call Option.

B. Cash Consideration under the Offer

As to the Cash Consideration offered pursuant to the Offer, the Boards have taken the following items into consideration:

• (i) in the view of the Boards, the value of the Cash Consideration offered differs from the shareholder value that RSG expects to be able to deliver if the expectations of the Boards become true. The Boards are however, aware that in the current economic environment in general and in the challenging markets of graphic services in particular, there are considerable risks that may result in RSG not being able to deliver that value. On the impact of these factors the Boards have not been able to reach agreement with Riva;
• (ii) the Cash Consideration under the Offer is EUR 1.50 higher than originally indicated by Riva on 7 April 2010, providing a 21.7% premium to the RSG Share price immediately prior to the first announcement on the intention of the Offer on 7 April 2010. In this respect, the Boards consider that although the Cash Consideration represents a premium, there is limited liquidity in the RSG Shares and the share price does, according to the Boards, therefore not necessarily represent the value of RSG. The fact that substantial numbers of RSG Shares were traded in recent months against prices substantially lower than the Cash Consideration, does in the opinion of the Boards not constitute an all-encompassing yardstick to measure the value of RSG.

In the upcoming years RSG expects to enjoy the benefits from the reorganizations that it has carried out that are resulting into cost savings, the reduction of the debt of RSG and measures resulting in further structural cost savings, a combination of which elements in the Boards' view may in the midterm allow RSG to reach normalized EBITDA margins of a level comparable to margins realized before 2009. The Boards recognize that realization of these benefits is subject to uncertainties relating to (a) the number of years over which the erosion of margins in the graphic sector will decline, because like RSG, also its competitors will have to arrive at the inevitable conclusion that selling their products and services with low or no margins or even below cost price is not sustainable in the long run and they will either reduce production capacity and/or increase their prices so as to restore the economics of their operations while weaker market participants may go out of business thus also reducing the volume of services available in the market for graphic services, (b) the time when the reduction in demand for graphic services and the current considerable overcapacity will diminish as a result of the market finding a new equilibrium, (c) the measure in which the combination of graphic services that RSG offers and that allows RSG to be flexible and competitive in the services that it can offer to its markets, will prove to be attractive to customers and will give RSG an edge over its competitors, and (d) the extent to which RSG will, as it has demonstrated in the past years, continue to be able to deliver increased efficiencies enhancing sustainable cost reductions.

Because of the above described uncertainty with regard to the future results of RSG, the Boards concluded that they should not ask their financial advisor to render a fairness opinion on the Cash Consideration of the Offer.

As a result of the absence of listed independent graphic services companies with similar (capital) positions and more important similar portfolio of services and client base, it is in the opinion of the Boards not possible to perform a comparable peer group analysis.

C. The Boards' other considerations of the Offer

In addition to the various aspects of the Offer as set out in paragraphs A. and B. above, the Boards have taken the following reasons into consideration in deciding to facilitate and take a neutral position in respect of the Offer:

• (i) Shareholders holding 55% of the RSG Shares have subject to completion of the Offer agreed to tender their RSG Shares electing the Share Consideration as a result of which they will continue to remain invested in RSG. The same goes for Riva, who has agreed to contribute its RSG Shares (i.e. approximately 15% of the RSG Shares) to the Offeror in exchange for newly issued shares in the capital of the Offeror as soon as possible after this announcement;
• (ii) Riva supports the strategy of RSG and the composition of the Management Board and the Supervisory Board will not be substantially changed;
• (iii) as such the Offer will have no direct impact on the ability of RSG to realize its strategic goals, nor will a combination with the Offeror result in substantial costs benefits since the Offeror will be a newly incorporated bid-company with no other activities than the holding of RSG Shares acquired pursuant to the Offer;
• (iv) RSG will not change materially from an operational, control and organisational perspective in case of a successful Offer, but the Boards realize that the liquidity for the Shareholders that decide not to tender their RSG Shares will be reduced irrespective of a delisting of the RSG Shares and that also the Shareholders that opt for exchanging their RSG Shares against DR's will be faced with a reduced liquidity for their securities and, subject to the aforementioned amendment of the Administration Conditions being adopted by the meeting of holders of DR's, unless they will hold DR's representing at least 5% of the shares of the Offeror, their DR's may

have to be sold to the Offeror in 2012 so that after that date they would not continue to be invested in RSG.

Next steps

The documentation with regard to the Offer is expected to be finalized over the next weeks. Subsequently, the Offer will be made and the offer memorandum (biedingsbericht, the "Offer Memorandum") will be published. Subject to approval of the Dutch Authority for the Financial Markets (stichting Autoriteit Financiële Markten, the "AFM"), the Offer Memorandum is currently expected to be published and the Offer is expected to commence in October 2010. Following the publication of the Offer Memorandum, RSG will convene an extraordinary general meeting of shareholders to inform its Shareholders about the Offer and to approve certain customary resolutions that are to be adopted with regard to the Offer, such as the appointment of Mr. Rijper as member of the Supervisory Board.

The commencement of the Offer is subject to the satisfaction of certain pre-offer conditions customary for a transaction of this kind, such as (i) no revocation of the undertakings with the Committed Shareholders, (ii) no revocation of the neutral position of the Boards in respect of the Offer, (iii) no order, decree or judgment restraining, prohibiting or delaying the transaction, (iv) no material breach of the merger protocol, (v) the Stichting Preferente Aandelen Roto Smeets Group N.V. having agreed with the Offeror that it shall not exercise its call option right to purchase 3,290,274 preference shares in the capital of RSG, (vi) the consultation and information procedure laid down in the Merger Code (SERbesluit Fusiegedragsregels 2000) having been finalized and the works council of RSG shall have rendered an advice regarding the Offer, (vii) the banks of RSG will have confirmed that they will not terminate the arrangements with RSG because of the Offer or the consummation thereof, (viii) agreement on and approval by the AFM of the Offer Memorandum and (ix) the absence of a material adverse change. The Offer will not be subject to regulatory clearances.

When made, the Offer will be subject to the usual offer conditions, including an acceptance threshold of at least 95% of the issued and outstanding RSG Shares (the "Threshold"), provided that in the event that on the date of termination of the initial tender period of the Offer (the "Closing Date") the Threshold has not been achieved, the Offeror may postpone the Closing Date (the "Postponed Closing Date") and furthermore provided that (a) the RSG Shares tendered against the Share Consideration together with (b) the RSG Shares, directly or indirectly held by the Offeror for its own account at the Closing Date, represent at least 80% of the issued and outstanding RSG Shares as of the Closing Date, or the Postponed Closing Date, as the case may be. Other offer conditions will, inter alia, be (i) no revocation of the undertakings with the Committed Shareholders, (ii) no revocation of the neutral position of the Boards in respect of the Offer, (iii) no order, decree or judgment restraining, prohibiting or delaying the transaction, (iv) no material breach of the merger protocol and (v) the absence of a material adverse change.

Once the Offer is declared unconditional (gestandgedaan), it is intended that the RSG Shares will be delisted. Furthermore, subject to the necessary thresholds being reached, Riva expects the Offeror to initiate a squeeze-out (uitkoop) in order to acquire all RSG Shares held by minority Shareholders, to effect a legal merger (juridische fusie) or to take such other steps to delist the RSG Shares and/or acquire RSG Shares not otherwise acquired by it.

The AFM, the Social-Economic Council (Sociaal Economische Raad) and NYSE Euronext Amsterdam N.V. have been or will be informed. The relevant trade unions will be duly notified. The works council of RSG has been duly notified and will be requested for advice.

More information:

Riva Investments B.V. Joost Rijper e-mail: j.rijper@wagram.nl

Roto Smeets Group N.V. John Caris, CEO Tel.: +31 (0)570 69 49 05

Advisors in the transaction:

ABN AMRO is acting as exclusive financial advisor to the Offeror. Loyens & Loeff is acting as legal advisor to the Offeror.

ING is acting as exclusive financial advisor to Roto Smeets Group. Stibbe is acting as legal advisor to Roto Smeets Group.

ABN AMRO Bank N.V. will act as the exchange agent for this Offer

About Riva

Riva Investments B.V. is a professional investment vehicle focusing on long term investment opportunities. Riva is a shareholder in Roto Smeets Group over a period of approximately 10 years now.

About RSG

Roto Smeets Group NV is listed on the NYSE Euronext Exchange, Amsterdam. Roto Smeets Group is an organization of service supply companies, transforming the clients' communications – with added

value – into printed and multimedia products.

The companies are clustered into two business lines: Print Productions, providing efficient, full-service, web-based printing and Marketing Communications, ensuring the optimum facilitation of the client's own communications channels by means of effective, cross-media communications concepts.

This announcement will also be published in Dutch. The English version will prevail over the Dutch version.