RHJ International

12 February 2010

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RHJ International SA (“RHJI”) hereby provides notice to shareholders of the Extraordinary Shareholders’ Meeting, to be held on Tuesday March 9, 2010, at 11 a.m., at Avenue Louise 326, 1050 Brussels (Belgium).

• Convening Notice to the Extraordinary Shareholders Meeting of March 9, 2010
• Convocation à l'Assemblée Générale Extraordinaire du 9 mars 2010
• Background Letter - English
• Background Letter - French
• Form to appoint proxy
• Formulaire de procuration
• Form to vote by correspondence
• Formulaire de vote par correspondence
   

Participation in the Extraordinary Shareholders’ Meeting

Shareholders are reminded that since January 1, 2008, bearer shares booked into a securities account will automatically be converted into dematerialised shares pursuant to the Law of 14 December 2005 on the abolition of bearer securities. Holders of such dematerialised shares should refer to point (b) below for a description of the formalities to be fulfilled to take part in the Extraordinary Shareholders’ Meeting. 

In order to take part, in person, by proxy or by correspondence, in the Extraordinary Shareholders’ Meeting convened on Tuesday, March 9, 2010, the shareholders must, in accordance with Article 28 of the Articles of Association, comply with the following respective deposit and notification formalities (in the event that a new Extraordinary Shareholders’ Meeting needs to be convened as per the above, new dates for deposit and notification formalities will apply, which will be set out in the convening notice to be published for such Extraordinary Shareholders’ Meeting):

(a) Any holder of bearer shares must, on Thursday, March 4, 2010 at the latest, deposit its shares with Petercam, our paying agent, at its offices located at Place Sainte Gudule 19,1000 Brussels, Belgium. Petercam shall deliver a receipt of deposit (including the serial number of the blocked bearer shares), which the holder of the bearer shares or its proxyholder will have to present, on the day of the Extraordinary Shareholders’ Meeting, to be granted access to the meeting room.

The physical deposit of the bearer shares may be validly replaced by the deposit of a blocking certificate, at the place and within the deadline mentioned above, of:

• if the shares are in printed form: a certificate, issued by a Belgian or a foreign financial institution, certifying the blocking of the shares until and including March 9, 2010 and indicating the number of such blocked shares;
• if the shares are deposited, under the benefit of the Belgian Royal Decree No 62 of November 10, 1967 promoting the circulation of securities (as subsequently modified), in a securities account with an approved clearing institution or a Belgian or a foreign financial institution that is a participant to the clearing system operated by such clearing institution: a certificate of unavailability until and including March 9, 2010 issued by such clearing institution or financial institution, indicating the number of such unavailable shares.

Note: since January 1, 2008, the deposit of printed bearer shares with a financial institution in Belgium with a view to the participation of the shareholder in a shareholders’ meeting will, in principle, automatically imply the dematerialisation of those shares and the booking of the latter into a securities account with that financial institution. As a consequence, shareholders will no longer have the ability to recover their shares in printed bearer form once they will have been deposited.

(b) Any owner of dematerialised shares must, on Thursday, March 4, 2010 at the latest, deposit with Petercam (at the above address) a blocking certificate issued (i) by a recognised registrar, approved in accordance with Article 468 of the Belgian Companies Code, or (ii) by a clearing organisation, approved in accordance with the same Article, and certifying the unavailability of the shares until and including March 9, 2010. Petercam shall deliver a receipt of deposit, which the holder of the dematerialised shares or its proxyholder will have to present, on the day of the Extraordinary Shareholders’ Meeting, to be granted access to the meeting room.

(c) Proxy form: Holders of bearer or dematerialised shares who wish to attend the Extraordinary Shareholders’ Meeting through a proxyholder must complete a proxy form, which can be obtained from RHJI’s registered office (from Mr. Arnaud Denis, Investor Relations Director, RHJ International SA, Avenue Louise 326, 1050 Brussels) and is also available on RHJI’s website at www.rhji.com. A copy of the signed completed proxy must reach RHJI, by mail or by fax, on Thursday, March 4, 2010 at the latest (attention Mr. Arnaud Denis, at the above address or fax no. + 32 (0) 2 648 99 38). A proxyholder, in order to be granted access to the meeting room on the day of the Extraordinary Shareholders’ Meeting, must hand over the signed original of the proxy. A shareholder may either designate its own nominee or appoint Petercam as proxyholder.

(d) Identity and due authorization: Individuals who wish to attend the Extraordinary Shareholders’ Meeting in their capacity as shareholder, proxyholder or representative of a legal entity must provide evidence of their identity in order to be granted access to the meeting room. Representatives of legal entities must, in addition, provide appropriate documentation establishing their capacity as legal representative or attorney-in-fact of such entity.

(e) Without prejudice to the formalities described in items (a) or (b) above (as applicable), shareholders may vote by correspondence in accordance with Article 29bis of the Articles of Association. The vote by correspondence must be cast on the form prepared by RHJI (the form can be obtained from Arnaud Denis, Investor Relations Director, at the above address or from RHJI’s website at www.rhji.com). The signed original of the form for voting by correspondence must reach RHJI by Thursday, March 4, 2010 at the latest (attention Mr. Arnaud Denis, Investor Relations Director, at the above address).

Should you have any additional questions, please contact Mr. Denis at
+32 (0)2.643.60.10.