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Rosier S.A.

AGM Information • Jun 1, 2022

3996_rns_2022-06-01_b8ecb51b-6bbc-428f-931d-a12c0891d599.pdf

AGM Information

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ROSIER Company limited by shares Route de Grandmetz 11a 7911 Frasnes-Lez-Anvaing (Moustier) Numéro d'entreprise : 0401.256.237 (RPM Hainaut, division Tournai)

(the Company)

VOTE BY MAIL EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING AND ORDINARY GENERAL SHAREHOLDERS' MEETING OF 16 JUNE 2022 WITH SUPPLEMENTED AGENDA

To be sent by registered mail to the registered office of the Company or by e-mail to the attention of the Secretary General ([email protected]). This form must be received by the Company no later than 10 June 2022.

In accordance with article 7:130 of the Code of Companies and Associations, one or more shareholders who hold, individually or jointly, at least 3% of the capital of the Company, have the right to add new items to the agenda of general shareholders' meetings and submit proposals for resolutions in relation to matters placed or to be placed on the agenda. As a shareholder holding more than 3% of the capital of the Company has, accordingly, submitted a request to add new items to the agenda of the extraordinary general shareholders' meeting to be held on 16 June 2022, this revised vote by mail form includes the supplemented agenda of this extraordinary general meeting.

UNDERSIGNED1
THE
:
Represented by:
……………………………………………………………………………………………………………….
ADDRESS/REGISTERED SEAT:
Owner of
………………………………………………
registered shares

1 Companies must mention the surname(s), first name(s) and function(s) of the natural person(s) representing them.

of the company limited by shares ROSIER,

VOTE BY CORRESPONDENCE AS FOLLOWS FOR THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING AND THE ORDINARY GENERAL SHAREHOLDERS' MEETING OF THE COMPANY TO BE HELD ON THURSDAY, 16 JUNE 2022 AT 10:30 AM (BELGIAN TIME CET) WITH THE FOLLOWING AGENDAS

1. EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

My/our vote on each of the proposed resolutions is as follows (mark the corresponding box):

AGENDA YES NO ABSTE
NTIO
N
1.
Acknowledgment
of
the
report
of
the
board
of
directors
drawn
up
in
accordance
with
article
7:228
of
the
Code
of
Companies
and
Associations,
reiterating
the
measures
proposed
by
the
board
of
directors
to
ensure
the
continuity
of
the
Company
and
the
continuation of
its
activities, as
set out
in item 2 of
the
agenda.		 N/A N/A N/A
Comments on
this agenda
item:
On the basis of
the
annual
results
for
the financial year ending 31
December
2021,
it
was
established
by
the
board
of
directors
of
the
Company that
the net
assets of
the Company had
fallen below one
quarter of
its
share capital,
which triggered
the application of
the
alarm
bell
procedure
in
accordance
with
article
7:228
of
the
Code
of
Companies
and Associations.
Reference
is
made
to
the
extraordinary
general
shareholders'
meeting
held
on
14
March
2022
which (i)
acknowledged
the
report
of
the
board
of
directors
dated
8
February
2022,
drawn
up
in
accordance
with
article
7:228
of
the
Code
of
Companies
and
Associations
(the Initial
Board
Report)
and
(ii)
following
deliberations
on
the
measures
proposed
in
the
Initial
Report,
decided
to
postpone
to
a
future
meeting
the
decision-making
relating
to
the
proposed
continuity
of
the
Company's
activities
and
such proposed measures, including
the deliberation and decision
making
on
the
in
that
context
proposed
capital
increase.
The
board
of
directors
of
the
Company
has
updated
its
Initial
Report
drawn
up
in
accordance
with
article
7:228
of
the
Code
of
Companies
and
Associations,
which
will
be
submitted
to
the
Extraordinary
General
Meeting
for acknowledgment.
2.
Deliberation
concerning
the
dissolution
of
the
Company
or
the
measures
to
be
adopted
pursuant
to
article
7:228
of
the
Code
of
Companies and Associations.
Proposed resolution:
The
dissolution
of
the
Company
is
included
in
the
agenda
in
accordance
with
article
7:228
of
the
Code
of
Companies
and
Associations.
However,
it
is
not
proposed
or
supported
by
the
board of
directors.
Following acknowledgment of
the report of
the board of directors
referred
to
in
agenda
item
1,
the
meeting
decides
(i)
to
continue
the
Company's
activities
and
(ii)
to
approve
the
recovery
measures
proposed
by
the
board
of
directors
to
improve
the
Company's
financial
situation
as
published
on
the
Company's
website
and
set
out below.
The
board
of
directors
proposes
to
proceed
with
the
recapitalisation
of
the
Company
through
a
capital
increase
by
way
of
contribution
in
kind
by
the
Austrian
joint
stock
company
"BOREALIS
AG",
with
registered
office
in 1020
Vienna
(Austria),
Trabrennstraße
numbers
6-8
(Borealis),
the
Company's
controlling
shareholder,
of
(i)
its
receivables
under
the
following
shareholder
loans
that
Borealis
(as
lender)
entered
into
with
the
Company
(as
borrower):
(A)
the
EUR
25
million
(in
principal)
intercompany
loan
agreement
dated
16
July
2020
(effective
as
from
22
July
2020)
and
(B)
the
EUR
25
million
(in
principal)
intercompany
loan
agreement
dated
16
July
2020
(effective
as
from
28
August
2020)
(together,
the Borealis'
Loans)
and
(ii)
a
portion
of
the
receivables
under
the
current
account
(the Current
Account)
between
Borealis
Financial
Services
NV
and
the
Company
(receivables
assigned
by
Borealis
Financial
Services
NV
to Borealis).

The receivables under the Borealis' Loans and the Current Account would each be contributed at nominal value in the Company's capital, for an aggregate amount of EUR 55 million and against the issuance of 2,750,000 new ordinary shares (the Capital Increase). The balance of EUR 27,500,000 will be recorded on an "issue premium" account. The issue premium will be paid up for 100%.

Following the proposed Capital Increase, the outstanding debt under the Current Account, together with any accrued interests on the Borealis' Loans up to the termination of the Borealis' Loans (see below) and any accrued interests on the Current Accountshall be repaid by the Company through the new intra-group financing facility as described in more detail below.

It is further envisaged that the Borealis' Loans and the Current Account will be terminated and that a new committed unsecured intra-group financing facility of EUR 15 million (which will, amongst other, be used to refinance the remaining outstanding debt balance under the Current Account to Borealis Financial Services NV) will be entered into between Borealis (as lender) and the Company (as borrower) (this new committed facility together with the Capital Increase, the Transaction). It is being proposed for the Transaction to be implemented by 31 July 2022.

Finally, the board of directors of Company is in general looking into improving operational results, and is in the framework thereof also assessing strategic options for Rosier Nederland B.V. (Dutch 100% subsidiary of the Company with its operations in Sas van Gent) in the near future, including the option of a divestment of Rosier Nederland B.V.

3.
Acknowledgment of
the
following
reports:		 N/A N/A N/A
a) Report
of
board
of
directorssetting
out
the
interest
of
the
Company
in
the
contribution
in
kind,
including
a
description
and
reasoned
valuation
of
the
contribution,
as
well
as
the
justification
of
the
issue
price
and
a
description
of
the
consequences
of
the
transaction
on
the
shareholders'
financial
and
shareholders'
rights,
prepared
in
accordance
with
article
7:179,
§1,
first
indent
and
article
7:197,
§1,
first
indent
of
the Code of
Companies and Associations.		 N/A N/A N/A
b) Report
of
the
limited
liability
company
"PricewaterhouseCoopers
Reviseurs
d'Entreprises",
with
registered
office
at
1831
Diegem,
Culliganlaan
5,
represented
by
Mr
Peter
Van
den
Eynde,
auditor,
appointed
by
the
board
of
directors,
examining
the
description
of
the
contribution
in
kind,
the
valuation
adopted
and
the
valuation
methods
applied,
and
assessing
whether
the
financial
and
accounting
data
contained
in
the
report
of
the
management
body
are
true
and
sufficient,
drawn
up
in
accordance
with
articles
7:
179,
§1,
second
indent
and
7:197,
§1,
second
indent
of
the
Code
of
Companies and Associations.		 N/A N/A N/A
4. Capital
increase
by
EUR
27,500,000,
from
EUR
2,550,000
to
EUR
30,050,000,
through
the
issuance
of
2,750,000
new
ordinary
shares
of
the
same
kind
and
with
the
same
rights
and
benefits
as
the
existing
shares
and
participating
in
the
profits
as
from
1
January
2022.
The
new
shares
shall
be allocated
to the
Austrian
joint
stock
company
"BOREALIS
AG",
with
registered
office
in
1020
Vienna
(Austria),
Trabrennstraße
numbers
6-8,
as
remuneration
for
the
contribution
in
kind
of
part
of
its
receivables
towards
the
Company. The new
shares
shall be
fully paid up.
Proposed resolution:
The
meeting
decides
to
increase
the
capital
of
the
Company
by
EUR
27,500,000, from EUR
2,550,000
to
EUR
30,050,000,
through
the
issuance
of
2,750,000
new
ordinary
shares,
without
nominal
value,
of
the
same
kind
and
with
the
same
rights
and
benefits
as
the
existing
shares
and
participating
in
the
profits
as
from 1 January 2022.
These
new
shares
will
be
issued
at
a
par
value
of
EUR
10
each
(plus
an issue
premium
of
EUR
10),
so
that
the
subscription
price
of each share amounts
to EUR 20.
The
capital
increase
will
be
conducted
by
Borealis,
of
(i)
Borealis'
Loans
and
(ii)
a
portion
of
the
receivables
under
the
Current
Account
between
Borealis
Financial
Services
NV
and
the
Company
(receivables
assigned
by
Borealis
Financial
Services
NV
to Borealis).
The
receivables
under
the
Borealis'
Loans
and
the
Current
Account
would
each
be
contributed
at
nominal
value
in
the
Company's
capital,
for
an
aggregate
amount
of
EUR
55
million.
The
balance
of
EUR
27,500,000
will
be
recorded
on
an
"issue
premium" account. The
issue premium
will
be paid up
for
100%.
In
consideration
of
the
contribution
in
kind,
the
Company
will
issue
2,750,000
new
ordinary
shares,
which
will
be
allocated,
fully
paid up, to Borealis.
5. Subscription
and
payment
of
the
new
shares
and
the
issue
premium.
Proposed resolution:
In
remuneration
of
the
contribution
in
kind
of
Borealis
to
the
capital
of
the
Company,
the
meeting
decides
to
allocate
to
Borealis
the
2,750,000
new
ordinary and
fully
paid-up
shares
issued
by the
Company.
6. Acknowledgment of
completion of
the capital
increase.		 N/A N/A N/A
Proposed resolution:
Given
the
fact
that
it
only
concerns
an
acknowledgment,
no
proposed resolution
is
included.
7. Recording of
the
issue premium
in a "Share premium" account.
Proposed resolution:
The
meeting
decides
to
record
the
difference
between
the
amount
of
the
subscription,
i.e.
EUR
55,000,000,
and
the
value
of
the
capital
increase,
i.e.
EUR
27,500,000,
the
difference
thus
amounting to EUR 27,500,000, on an
"Issue Premium" account.
This
"Issue
premium"
account
will
remain
a
separate
account
in
the net
assets
on the liabilities
side of
the balance
sheet.
8. Amendment
of
article
5
of
the
articles
of
association
to
bring
it
into
line with the decisions
taken.
Proposed resolution:
The
meeting
decides
to
replace
article
5
of
the
articles
of
association
of
the
Company
with
the
following
text:
"The
capital
amountsto
EUR
30,050,000.
It
isrepresented
by
3,005,000
shares,
without
nominal
value,
each
representing
an
equal
part
of
the
capital
and
fully paid-up".
9. Power
of
attorney
for
the
coordination
of
the
articles
of
association.
Proposed resolution:
The
meeting
grants
the
undersigned
notary,
or
any
other
notary
and/or
collaborator
of
the
notary
Emmanuelle
ROBBERECHTS,
all
powers
to
draw
up
the
text
of
the
coordination
of
the
articles
of
association
of
the
Company,
to
sign
it
and
to
deposit
it
in
the
electronic database provided for
this purpose,
in accordance with
the applicable
legal provisions.
10. Powers
to
the
board of
directors
to
implement
the
decisions
taken.
Proposed resolution:
The
meeting
confers
powers
of
attorney
in
the
broadest
sense
to
each
member
of
the
Board of
Directors,
acting
independently
and
with
right
of
substitution,
to
draft,
execute
and
sign
all
documents,
instruments,
acts
and
formalities
and
to
give
all
necessary
and
useful
instructions
to
implement
the
aforementioned
resolutions
taken by
the
extraordinary
general
shareholders'
meeting.

2. ORDINARY GENERAL SHAREHOLDERS' MEETING

My/our vote on each of the proposed resolutions is as follows (mark the corresponding box):

AGENDA YES NO ABSTE
NTIO
N
1.
Acknowledgement of and deliberation on:		 N/A N/A N/A
a.
the
annual
reports
of
the
Board
of
Directors
on
the
statutory
annual
accounts
and
the
consolidated
annual
accounts
for
the
financial
year
ending 31
December
2021;
and
b.
the
reports
of
the
Statutory
Auditor
on
the
annual
accounts
and
the
consolidated
annual
accounts
for
the
financial
year
ending 31 December 2021.
2.
Acknowledgment
of
and
approval
of
the
Remuneration
Report
relating
to
the
statutory
annual
accounts
for
the
financial
year
ending on 31 December 2021.
Proposed resolution:
The
meeting
approves
the
Remuneration
Report
statutory
annual
accounts
for
the
financial
year
December
2021,
as
presented
by
the
Board
of
prepared
by
the
Remuneration
Committee,
and
annual
report.		 relating
to
the
ending
on
31
Directors
and
included
in
the
3. Acknowledgement
of
and
deliberation
on the
consolidated
accounts
for
the financial
year
ending 31 December 2021.		 annual N/A N/A N/A
4. Acknowledgement
and
approval
of
the
statutory
annual
for
the
financial
year
ending
31
December
2021
allocation of
the
results)		 accounts
(including
the
Proposed resolution:
The
meeting
approves
the
statutory
annual
accounts
financial
year
ending
31
December
2021,
including
allocation of
the
results:		 for
the
the
following
Result
to be allocated
Result
of
the financial
year:
EUR		 -48,994,661.34
Result carried
forward at
31 December 2020:		 EUR 1,940,204.95
Profit balance
to be
allocated:
EUR
Allocation:		 --------------------
-47,054,456.39
Retained
earnings:
EUR		 -47,054,456.39
--------------------
5. Total
allocation:
EUR
-47,054,456.39
Discharge
to
the
Directorsfor
the
exercise
of
their
financial
year ending on 31
December 2021		 mandates
during
Proposed resolution:
The
meeting
grants
discharge
to
the
following
persons
exercise
of
their
mandate
as
Director
during
the
ending on 31 December 2021:
Exploration BV,
represented by Mrs
Dina De Haeck;
ANBA
BV, represented
by
Mrs
Anne
Marie Baeyaert;
Nadece BV,
represented by
Mrs
Nathalie de Ceulaer;
Mr
Jan-Martin
Nufer;
Mr
Benoît Taymans;
Mr
Robin Koopmans;
and
Mr
Willy Raymaekers.		 for
the
financial
year
6. Discharge
to
the
Statutory
Auditor
for
the
exercise
of
its
mandate
during
financial
year
ending on 31 December 2021
Proposed resolution:
The
meeting grants discharge
to
the
Company's
statutory
auditor,
PwC
–
Réviseurs
d'entreprises
SRL,
represented
by
Peter
Van
den
Eynde,
for
the
exercise
of
its
mandate
during
the
financial
year
ending on 31 December 2021.
7. Re-appointment of
Directors
Proposed resolution:
On
proposal
of
the
Nomination
Committee,
the
meeting
decide
to
renew
the
mandates
with
immediate
effect
of
the
following
Directors
for a period of
four years:
Mr
Benoit Taymans;
Mr
Robin Koopmans;
and
ANBA
BV, represented
by
Mrs
Anne-Marie
Baeyaert.
These
mandates
will
automatically
end
after
the
annual
ordinary
general
shareholders'
meeting
in
2026,
which
will
decide
on
the
annual
accounts
for
the financial
year 2025.
Acknowledgement
of
the
independence
of
ANBA
BV,
represented
by
Mrs
Anne-Marie
Baeyaert,
in
accordance
with
article
7:87
of
the
Belgian
Code
of
Companies
and
Associations,
as
she
meets
the
definition
set
out
in
this article and
fulfils all
the criteria
set
out
in
the Belgian Corporate Governance Code
2020.
Mr
Benoît
Taymans
and
Mr
Koopmans'
mandates
will
not
be
remunerated.
ANBA
BV's
mandate
will
be
remunerated
in
accordance
with
the
Remuneration
Policy
that
was
approved
by
the
annual
ordinary
general
shareholders'
meeting on
17 June 2021.
8. Re-appointment of
Statutory
Auditor
Proposed resolution:
The
meeting
decide
to
renew
the
mandate
of
PwC
–
Réviseurs
d'entreprises
SRL,
represented
by
Peter
D'Hondt,
as
Statutory
Auditor
of
the
Company
with
immediate
effect
for
a
period
of
three
years,
up
until
the
closing
of
the
annual
ordinary
general
shareholders'
meeting
in
2025,
which
will
decide
on
the
annual
accounts
for
the
financial
year
2024.
The
compensation
for
the
mandate
of
the
Statutory
Auditor
will
amount
to
EUR
172,916.10
per
year, subject
to VAT
and indexation.
9.
Powers
to the board
of
directors
to implement
the decisions
taken
Proposed resolution:
The
meeting
confers
powers
of
attorney
in
the
broadest
sense
to
each
member
of
the
Board of
Directors,
acting
independently
and
with
right
of
substitution,
to
draft,
execute
and
sign
all
documents,
instruments,
acts
and
formalities
and
to
give
all
necessary
and
useful
instructions
to
implement
the
aforementioned
resolutions
taken
by
the
ordinary
general
shareholders'
meeting,
including,
but
not
limited
to,
the
filing
of
the
annual
accounts
and
the
consolidated
annual
accounts
closed
on
31
December
2021,
and
the
annual
report
and
the
statutory
auditor's
report
relating
thereto, with the National
Bank of
Belgium, and
the completion of
the necessary publication
formalities.		 The
audit
fees
for
the
year
2021
have
amounted
to
EUR
223,682.00.

Drawn up in _, on 2022.

[signature]

(Precede signature with the words "Authorised to sign")

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