Every vote counts

In order to attend the General Meeting or to be represented and exercise voting rights, every shareholder must fulfil the two conditions set out below:

1. Registration
Shareholders must be registered as shareholders on 22 November 2021 at midnight (Belgian time) (Registration Date), either by entry in the register of nominative shares of the Company, or by entry on the accounts of a recognized accountholder or a clearing institution.

2. Confirmation of attendance
Shareholders must, before or at the latest on 30 November 2021, notify their intention to participate in the general meeting:

• electronically on the Lumi platform via the link www.lumiagm.com (in the case of dematerialized shares, whether or not through the intervention of a financial intermediary acting on instruction of the shareholder);
• by e-mail to the Company, at companysecretary@recticel.com through the notice of registration that is available at the seat of the Company and on the Company’s website; or
Download notice of registration

• by post addressed to Recticel SA/NV, Bourgetlaan 42, 1130 Brussels (Haren), Belgium, to the attention of the Company Secretary, through the notice of registration that is available at the seat of the Company and on the Company’s website.

Holders of dematerialized shares who have not registered via the Lumi platform must attach a certificate to the notification, delivered by the recognized account holder or clearing institution, evidencing the number of dematerialized shares registered in the name of the shareholder on its accounts on the Registration Date, which such shareholder has indicated that it wants to participate with at the general meeting.

The holders of subscription rights, who may attend the general meeting with an advisory vote, pursuant to Article 7:135 of the BCCA, are requested to comply with the formalities of registration and prior notification referred to above.

Only those being registered as shareholders on the Registration Date shall have the right to attend and vote at the General Meeting.

The shareholder who fulfilled the admission requirements can participate in the general meeting as follows: (i) personally, (ii) online, (iii) by proxy (written or electronic) or (iv) by letter. Shareholders can notify their intention in this respect on the Lumi platform.

(i) Personally

Each shareholder has the right to participate to the general meeting in person. To allow an efficient registration process, the shareholders or their proxy holders who personally attend the general meeting in person are requested to register by 9.30 am CET at the latest (half an hour before the start of the general meeting). The natural persons attending the general meeting in their capacity as shareholder, proxy holder or representative of a legal entity may be requested to provide evidence of their identity. In addition, the representatives of legal persons must provide the documents that determine their status as legal representative or proxy holder.
Venue of the meeting


(ii) Online voting

Shareholders who to participate digitally will have the possibility to vote electronically during the general meeting. More information on this can be found on the Lumi platform, using the link www.lumiagm.com. There are no associated costs with online voting.
How to vote electronically?


(iii) Powers of attorney

Each shareholder can be represented by a proxy holder at the general meeting. The shareholder who wishes to be represented by proxy must deliver a power of attorney in written or electronic form on 30 November 2021 at the latest, as set out below:
o the electronic power of attorney is available to the shareholders who have registered electronically, by using the Lumi platform, using the link www.lumiagm.com, where the shareholder can issue a proxy with voting instructions via an electronic form.
o the written power of attorney:
   • the model of power of attorney that is made available by the board of directors (i) at the office of the Company and (ii) on the website of the Company must be used;
   • the dated and signed power of attorney must reach the Company, (i) by e-mail to companysecretary@recticel.com, or (ii) by post at Recticel SA/NV, Bourgetlaan 42, 1130 Brussels (Haren), Belgium, to the attention of the Company Secretary.
Download Power of Attorney

The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including the rules on conflicts of interest. In addition, the shareholders must meet the admission requirements as described above.

(iv) Voting in advance

Each shareholder further has the right to cast its votes in advance by letter or electronically, as set out below:
o the advance electronic vote must be cast on the Lumi platform, using the link www.lumiagm.com, no later than 5 December 2021.
o For the vote by letter, use must be made of the form made available by the board of directors (i) at the office of the Company and (ii) on the website of the Company. The form for voting by letter must be validly signed. The form must reach the Company by post on 30 November 2021 at the latest at Recticel SA/NV, Bourgetlaan 42, 1130 Brussels (Haren), Belgium, to the attention of the Company Secretary, or by e-mail to companysecretary@recticel.com.
Download voting form

In addition, the shareholders must meet the admission requirements as described above.

Pursuant to Article 30 of the Company's articles of association, one or more shareholders, who together hold at least 3% of the share capital, may add items to be discussed to the agenda of the general meeting and submit motions for resolutions with regard to the items on or to be placed on the agenda. The Company must receive such requests, together with the evidence of the required participation, no later than 14 November 2021. In the case at hand, an additional agenda shall be published latest on 21 November 2021.

- Want to submit additional items to the Agenda, or motions for resolution?
Submit

Pursuant to Article 33 of the Company's articles of association, shareholders who have fulfilled the aforementioned conditions to access, may ask written questions to the directors regarding items on the agenda. The shareholders will have the possibility to ask written questions in advance. These questions must be entered in the application available for this purpose on the Lumi platform, via the link www.lumiagm.com, or must reach companysecretary@recticel.com no later than 30 November 2021.

- Provide us with your question(s):
Submit

In order to physically attend, or to be represented at, the general meeting, holders of shares, convertible bonds or subscription rights, as well as authorised agents, must present proof of their identity (identity card or passport) and representatives of legal entities must, in addition, provide proof of their powers of representation (relevant company documents). The Company must receive this proof, at the latest, on the day of the general meeting.

All documents related to the general meeting, including an information document about the envisaged sale of the Engineered Foams division, are made available on the Company's website and are also available at the Company's registered office.

Go to SGM documents

The notification and all other notices or correspondence to the Company must be for the attention of Mr Dirk Verbruggen, General Counsel & General Secretary, as follows:

- by post: Recticel SA/NV, Bourgetlaan 42, 1130 Brussels (Haren)
- by e-mail: companysecretary@recticel.com
- by fax: +32 (0)2 775 19 92
- by voting elecronically via: https://www.lumiagm.com

You now have to update your account.

• After filling in your phone number and National ID number, you need to select the intermediary through whom you have bought the Recticel shares. A dropdown menu automatically fills in the BIC/LEI number. If your intermediary is not on the list, choose OTHER and fill in the data manually.
• Now fill in your share dealing account number (enter only numbers).
• Indicate the total number of Recticel shares you own in your previously indicated share dealing account number.
• If you wish you can add additional information. For instance, you require special assistance (wheelchair) to join the General Meeting.
• You can also register a question you wish to ask the Chairman of the Recticel Special General Meeting.

All fields must be correctly filled in.

You will see a confirmation page that you need to check before pressing SAVE at the bottom.

You are now requested to indicate how you would like to participate:

• Request to attend (in person in the room, with voting during the SGM on 6 December 2021)
• Request to attend the virtual meeting (with remote voting during the virtual SGM on 6 December 2021)
• Appoint the Chairman (You give proxy to the Chairman of Recticel, with voting instructions on your behalf.)
• Nominate a proxy (You nominate someone who may vote on your behalf, with or without voting instructions.)
• Direct vote (Cast a vote before the meeting. You will still be able to join the virtual SGM, but as you have casted your vote already, you can not vote anymore during the SGM.)


If you choose Direct Vote, you will automatically be directed to the voting card of the Recticel SGM.

At the top of the Direct Voting card, a box shows ‘Vote as per board’s recommendation’. If you select this, all your votes for the 2 resolutions will move to discretionary, but you can override individual resolutions by pressing your preferred instruction.

IMPORTANT: You must press SAVE at the top to submit your votes.

You will see a green flash confirming that you have submitted your votes successfully.

The voting process is now completed. You can now close your browser. If you do not cast a vote on this card or fail to save, your status is returned to “do not wish to participate”. You can at any time log in again and change your status by pressing cancel and reselect your preferred meeting participation option.

On 22 November 2021 midnight, the legal registration date ends. In order to vote you should own the shares on this date. The deadline for confirming your attendance for the SGM is 30 November. You have also time to vote in advance by electronic vote till 5 December.

Starting 23 November 2021, Lumi will check with your intermediary if you are the beneficiary of your indicated shares of Recticel, based on the registration data you have provided.

After verification, you will be notified by email that your registration and your direct votes have been approved. In the email, you will receive a new login and password to attend the (virtual) Special General Meeting of Recticel on 6 December 2021 10:00.

If you have not yet casted your votes before the meeting, you will be able to do so during the virtual Recticel SGM. If you attend the Recticel SGM in person in the room, upon verification with your ID card at the registration desk, you will receive an electronic voting box.

If you have casted your votes before the meeting, you are also welcome to join the virtual Recticel SGM.