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Rosier S.A.

Legal Proceedings Report Jul 29, 2022

3996_iss_2022-07-29_17f10669-0191-4032-8c8c-29d2ae9b04fc.pdf

Legal Proceedings Report

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29 July 2022

Regulated information – Inside information

Press release1

Rosier announces the implementation of the rescue package

Reference is made to the extraordinary general meeting's decision of 16 June 2022 to proceed with the transactions proposed as part of the rescue package offered by Borealis AG, Rosier SA's controlling shareholder, including the recapitalization of the company through a capital increase by contribution in kind by Borealis AG (the Capital Increase) of (i) itsreceivables underthe following shareholderloansthat Borealis AG (as lender) entered into with Rosier SA (as borrower): (A) the EUR 25 million intercompany loan agreement dated 16 July 2020 (effective as from 22 July 2020), and (B) the EUR 25 million intercompany loan agreement dated 16 July 2020 (effective as from 28 August 2020) and (ii) a portion of the receivables under the current account between Borealis Financial Services NV and Rosier SA (receivables now owned by Borealis AG) (the Current Account).

In line with this decision of the extraordinary general meeting, Rosier SA confirms that the Capital Increase has been completed on 29 July 2022 as established by the board of directors of Rosier SA before a notary public.

The implementation of the Capital Increase has occurred simultaneously with the entry into a new committed unsecured intra-group financing facility of up to EUR 15 million between Borealis AG (as lender) and Rosier SA (as borrower) to be repaid ultimately by 31 July 2023, unlessrefinanced earlier (see also press releases of 17 May and 16 June 2022 for further details).

As a result of the Capital Increase, Borealis AG holds 98.09% of the share capital of Rosier SA and has therefore the right to launch a "naked" squeeze-out offer pursuant to applicable Belgian takeover regulations and to delist Rosier SA from Euronext Brussels. In this context, reference is made to Borealis AG's press release of 10 June 2022 in which it announces its intention to launch a squeeze-out offer, as also made available on Rosier SA's website (https://www.rosier.eu/files/rosier/communiques/2022/20220610%20Rosier%20Press%20release%20squ eeze%20out%20-%20EN.pdf).

1 Also available on the website www.rosier.eu under the heading "Financial information"

On behalf of the Board of Directors.

Willy Raymaekers Chairman and CEO of Rosier Group

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