Welcome Shareholders

Dear Shareholder

Our aim has been and remains to provide you with attractive growth and profitability prospects. We are now counting on your support to execute a strategy that we believe would unlock the significant value of our Company.

On 6 December 2021, Recticel will hold a Special General Meeting of shareholders, during which we will propose the divestment of our Engineered Foams business line to the US company Carpenter. This dedicated website has been created to provide you with more information about the proposed transaction in order to enable you to make an informed decision.

As you know, Recticel has undergone a considerable transformation in the last few years. We have simplified our structure, organisation and processes in order to increase operational efficiency and reduce fixed costs. We have further de-leveraged and further de-risked the company by divesting various activities of our portfolio, while reinforcing and investing in our strategic divisions. We strongly believe our activities have now solid fundamentals, strong demand momentum and growth potential in terms of top and bottom line. All our activities are industry leaders in the markets in which they operate, and we are proud of their heritage (dating back to 1778), performance and people.

It is against this background that we received an unsolicited voluntary offer from Greiner AG, without any prior engagement. This was widely reported in the media and we have gathered a number of relevant press articles here for your reference. The prospectus with respect to the voluntary offer is available on Greiner’s website. After careful consideration of the offer, the Board of Directors is of the opinion that a better strategic project and superior value can be created by focussing the company on the Insulation business line and divesting the Engineered Foams business to a new owner, offering it the opportunities it deserves. We believe this strategy to be in the best interests of all our stakeholders, for many reasons as set out in our Response Memorandum.

We believe that the Greiner offer significantly undervalues our company (as confirmed by a fairness opinion from KBC Securities). The current share price and expert opinions voiced by equity markets analysts support this view. You can read our arguments to support this position in our Response Memorandum .

On 11 October 2021, we announced an agreement with Carpenter, one of the world’s largest producers of foam products, for the sale of our Engineered Foams business line. We have received a binding offer for a cash consideration based on an Enterprise Value of EUR 656 million on a cash and debt free basis. We strongly believe that Carpenter will be the an optimal match to the Engineered Foams business due to its strategic fit, highly complementary and integrated footprint and product offerings, and clear focus on employees and customers. Combining Recticel’s Engineered Foams business with Carpenter’s Foams business would result in one of the world’s largest vertically integrated manufacturer of polyurethane foams and specialty polymer products. The Recticel Engineered Foams business would reinforce Carpenter’s product offerings and geographic footprint, while benefiting from Carpenter’s growth opportunities and vertical integration.

As a shareholder you have an important role in this crucial decision for Recticel. However large or small your shareholding, your voice is essential. Please take the time to read about our proposal, request more information if you need it and – most importantly – submit your vote.

We look forward to pursuing further profitable growth on your behalf and to sharing the added value that this alternative strategy is expected to create for all of us.

Thank you very much for your support.

Johnny Thijs, Chairman of the Board of Directors (1)
Olivier Chapelle, Chief Executive Officer (2)

(1) Representing Thijs Johnny BV
(2) Representing Olivier Chapelle SRL