Recticel — AGM Information 2021

Dec 7, 2021

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PRESS RELEASE

Regulated information – Inside information

Brussels, 07 December 2021 – 07:00 CET

Special Shareholders Meeting authorises the sale of the Engineered Foams business to Carpenter Co., as proposed by the Board of Directors

At the Special Shareholders Meeting of Recticel, which took place yesterday, all proposed resolutions regarding the sale of the Engineered Foams business line to the US company Carpenter were approved. 73.93% of all outstanding shares were present or represented.

The shareholders authorised the proposed sale of the Engineered Foams business by the Company to Carpenter Co. (or any of its subsidiaries) for a cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis, whereby the equity price will be determined on the basis of the actual net financial debt position and working capital position at completion of the transaction.

Of the votes casted 63.45% were in favour and 36.55% were against.

The shareholders also granted the power to the Board of Directors to negotiate, agree and execute the share purchase agreements and any other related transaction agreements, determine the final equity purchase price based on the net financial debt and the working capital position and any other terms and conditions for the sale, and to sign any further documents and perform any further acts that are required for the implementation of the proposed sale, including the carve-out of the Engineered Foams business.

The transaction is subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions and is expected to be closed around mid-2022.

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Financial calendar

Special General Meeting of Shareholders (Bedding)	24.12.2021 (at 10:00 AM CET)
Annual results 2021	25.02.2022 (at 07:00 AM CET)
First quarter 2022 trading update	28.04.2022 (at 07:00 AM CET)
Annual General Meeting	31.05.2022 (at 10:00 AM CET)
First half-year 2022 results	26.08.2022 (at 07:00 AM CET)
Third quarter 2022 trading update	28.10.2022 (at 07:00 AM CET)

For additional information

RECTICEL

avenue du Bourget/Bourgetlaan 42, 1130 Brussels

PRESS INVESTOR RELATIONS

Mr Olivier Chapelle Mr Michel De Smedt Tel: +32 2 775 18 01 Mobile: +32 479 91 11 38 chapelle.olivier@recticel.com desmedt.michel@recticel.com

Recticel in a nutshell

Recticel is a Belgian industrial group with a strong European dimension, but also with operations in Asia, Africa and the United States. After the acquisition of FoamPartner (April 2021), Recticel employs 5,235 people in 53 establishments in 21 countries.

Recticel contributes to daily comfort with an extensive range of polyurethane foam products for industrial and domestic applications, with high performance thermal insulation solutions for the construction industry and with mattresses and slat bases of top brands. Overall focus is put on industry-leading, customized solutions with a firm basis in sustainable innovation. In this respect, Recticel strives to provide sustainable answers to societal challenges, including climate protection and conservation of resources.

Recticel Engineered Foams offers a wide and unique range of foams and systems, spanning industrial, automotive and comfort applications.

Within Recticel's Insulation segment, high-quality thermal insulation products are marketed under wellknown brands such as Eurowall®, Powerroof®, Powerdeck®, Powerwall® and Xentro®.

Recticel is also the Group behind the bedding brands (Beka®, Lattoflex®, Literie Bultex®, Schlaraffia®, Sembella®, Swissflex®, Superba®, etc.) and GELTEX®.

In 2020 Recticel achieved consolidated sales of EUR 828.8 million.

Recticel (Euronext: REC –Reuters: RECTt.BR –Bloomberg: REC:BB) is listed on Euronext in Brussels.

The press release is available in English and Dutch on the website www.recticel.com