Greenyard NV — AGM Information 2012

Aug 21, 2012

PinguinLutosa Naamloze Vennootschap Romenstraat 3 8840 Staden (Westrozebeke) RPR Ieper VAT BE 0402.777.157

AGENDA OF THE ANNUAL MEETING OF 21 SEPTEMBER 2012

The Board of Directors has the honour to invite the securities holders to attend the Annual Meeting which will be held at 8920 Langemark-Poelkapelle, Poelkapellestraat 71 on Friday 21 September 2012 at 14:00 to deliberate and decide on the following agenda and proposed resolutions:

First agenda item: Reading aloud of the annual report, including corporate governance statement by the Board of Directors and the auditor's report.

Second agenda item: Discussion and approval of the annual accounts as at 31/03/2012.

Proposal for resolution: The annual accounts, including appropriation of the results, as presented by the Board of Directors are approved.

Third agenda item: Remuneration. Approval of the remuneration report included in the corporate governance statement in the annual report of the Board of Directors for the financial year ended 31/03/2012.

Proposal for resolution: The general meeting decides to approve the remuneration of the directors and the remuneration report included in the corporate governance statement in the annual report of the Board of Directors for the financial year ended 31/03/2012.

Fourth agenda item: Communication and discussion of the consolidated annual accounts as at 31/03/2012 and the consolidation reports.

Fifth agenda item: Discharge to each individual director and any permanent representative with a mandate exercised in the period under consideration.

Proposal for resolution: Full and complete discharge is granted to each individual director and any permanent representative with a mandate exercised in the period under consideration.

Sixth agenda item: Discharge to the auditor and its permanent representative

Proposal for resolution: Full and complete discharge is granted to the auditor, as well as its permanent representative, for the mission carried out in respect of the financial year under consideration.

Seventh agenda item: Reappointment of the auditor - appointment of a second permanent representative.

Proposal for resolution: The general meeting notes that the mandate of the auditor expires on the date of the general meeting. The meeting decides, on the recommendation of the Board of Directors, advised by the audit committee and after approval by the Works Council, to proceed to the reappointment as auditor for auditing the annual accounts and consolidated accounts, of Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA with its registered office at Berkenlaan 8B, 1831 Diegem, represented by two permanent representatives: (i) Mr Kurt Dehoorne, company auditor, with offices at 8500 Kortrijk, President Kennedypark 8A and (ii) Mr Mario Dekeyser, company auditor, with offices at 8500 Kortrijk, President Kennedypark 8A for a period of 3 consecutive years. The annual fee is set at 127,500 EUR, excluding VAT. The remuneration of the auditor as the consolidation auditor of the group is 350,000 EUR (including the remuneration for PinguinLutosa NV) per year, excluding VAT. The remuneration of the auditor is index-linked annually.

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In order to participate in the general meeting in person or by proxy, the holders of securities issued by the Company as set out in Article 32 of the Articles of Association have to accomplish the following formalities:

(a) an accounting record of the shareholder's registered shares, on the fourteenth day before the general meeting, at midnight (Belgian time), either by their registration in the register of the company's registered shares, or by their registration in the accounts of an authorized depository or clearing house, or by presentation of the bearer shares to a financial intermediary, regardless of the number of shares the shareholder owns on the day of the general meeting.

The fourteenth day before the general meeting at midnight (Belgian time) is the recording date. Only persons who are shareholders on the recording date are entitled to participate and vote at the general meeting.

The shareholder shall notify the company, or the persons appointed by it for that purpose, no later than the sixth day before the date of the meeting, of his/her intention to participate in the general meeting.

The financial intermediary, or the holder or the clearing house, gives the shareholder a certificate stating on behalf of how many bearer shares or dematerialized shares that, respectively, have been produced or are registered in the name of the shareholder in its accounts on the recording date, the shareholder has indicated a wish to participate in the general meeting.

The name and address or registered office of each shareholder, plus the number of shares he/she owned on the recording date and on whose behalf he/she has indicated a desire to participate in the general meeting shall be recorded in a register designated by the Board of Directors, together with a description of the documents that prove that he/she was in possession of the said shares on the recording date.

(b) any shareholder, whether a natural or legal person, may be represented by a proxy at the general meeting. Co-owners, usufructuaries and bare owners, those who pledge shares and those who have received them in pledge, must be represented by one and the same person.

The power of attorney must be drawn up in accordance with the specimen determined by the Board of Directors and must be signed by the shareholder. The specimen of the power of attorney form is available on the company's website under Financial Information – General Assemblies (www.pinguinlutosa.com).

The notification of the proxy to the company must be made in writing or electronically via the e-mail address investorrelations@pinguin.be. The company must receive the proxy no later than the sixth day before the date of the meeting.

(c) the holders of bonds, warrants or certificates issued with the cooperation of the company, as provided by Article 537 of the Companies Act, may attend the general meeting with an advisory vote, but in order to do so, must accomplish the same formalities as those applicable to the owners of shares.

(d) natural persons who attend the general meeting in their capacity as owners of securities, proxy or representative of a legal person, must prove their identity to gain access to the place of the meeting. The representatives of legal persons must also hand over the documents substantiating their capacity as the representative according to company law or power of attorney.

The registration of the participants in the general meeting starts at 13.30 hrs. Participants at the general meeting are asked to register at least 15 minutes before the meeting.

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One or more shareholders who own at least 3% of the share capital of the company, may have items placed on the agenda of the general meeting for discussion, and propose resolutions concerning items on the agenda or to be included on the agenda.

The company must receive these requests for items to be included on the agenda no later than the twenty-second day before the date of the general meeting. They may be sent to the company electronically, to the e-mail address investorrelations@pinguin.be. The company acknowledges receipt of the request within a period of 48 hours from receipt. The Company shall announce the supplemented agenda by the fifteenth day before the date of the general meeting. More detailed information can be found on the company's website under Financial Information - General Assemblies (www.pinguinlutosa.com).

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Once the notice of the general meeting is published, the shareholders may ask written questions which will be answered during the meeting by, as appropriate, the directors or the auditors, to the extent that shareholders comply with the formalities to be fulfilled in order to be admitted to the meeting as set out in this notice.

The company must receive the written questions no later than the sixth day before the meeting. These questions may be sent to the company electronically, to the e-mail address investorrelations@pinguin.be. More detailed information can be found on the company's website under Financial Information - General Assemblies (www.pinguinlutosa.com).

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Any shareholder, bondholder, warrant holder or holder of a certificate issued with the cooperation of the company may, upon submission of its security or a certificate as referred to in Article 474 of the Companies Act, once the notice convening the general meeting is published, obtain at the headquarters of the company a copy free of charge of the documents to be submitted to the General Meeting, of the proposed resolutions on each subject to be addressed on the agenda (or the comments of the Board of Directors if the subject under discussion does not require a resolution) and the forms that can be used for voting by proxy.

These documents are freely available at the headquarters of the company.

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All necessary information concerning the general meeting is published on the company's website under Financial Information - General Assemblies (www.pinguinlutosa.com).

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On behalf of the Board of Directors, Luc Van Nevel, for The Marble NV, Chairman Hein Deprez, for Deprez Invest NV, CEO