Green Earth Group NV — M&A Activity 2015

Mar 31, 2015

Press Release

• Major shareholders Roto Smeets Group announce bid
• Offer corresponds to € 4.00 per share
• Offer is being put to the vote at General Meeting of Shareholders on May 13, 2015

Roto Smeets Group (RSG NV ) received a bid yesterday from a group of six major shareholders on the shares of its subsidiary Roto Smeets Group BV (RSG B.V. ) . The six major shareholders jointly hold 86.72 % of the shares in RSG NV and are all shareholders with a stake of more than 3% in RSG NV. RSG BV is the holding company of all the activities of the Group. Besides RSG BV RSG NV has no other activities.

The bid is for a net amount of € 13,161,100 million - after taking into account the debt that RSG NV has to RSG BV and the acquisition by RSG BV of the other in the consolidated balance sheet of RSG NV standing commitments as at December 31, 2014, which corresponds to a value of € 4, - per share. The conditions to the offer include a due diligence, preparation of a fairness opinion and putting the bid on the agenda of the AGM on 13 May.

The Management Board and Supervisory Board of RSG NV have taken note of the bid and decided to accede to the request of the shareholders to place the bid on the agenda of the General Meeting of Shareholders ( AGM) of 13 May. The Central Works Council has been informed of the bid and is asked to make known its view on short notice. The Management Board and the Supervisory Board have asked NIBC Bank about a fairness opinion for the bid received by the company. After receipt of the fairness opinion the Management Board and the Supervisory Board expect to have a written position statement on the proposal in the form of a press release available before 1 May. Provided that the AGM approves the bid and transaction is completed, the board of RSG NV will also propose to the AGM to cancel the listed company.

Deventer, 31 March 2015

For more information: Joost de Haas, CEO Tel.: +31 570 69 49 01

Profile

Roto Smeets Group NV is listed on Euronext Amsterdam and is one of the leading graphics printing companies in Western Europe. Roto Smeets Group consists of four divisions specialising in multimedia communications. Each division is specialised in one part of the communication chain (from creation to distribution), which results in the services connecting to each other seamlessly from beginning to end. More information is available at www.rotosmeetsgroup.nl under Brands and Services.

In the event of any difference of interpretation, the Dutch original of this English translation shall apply throughout this press release.