Report of the Supervisory Board on 2019

There was been no change in the membership of the Supervisory Board during 2019. Tom de Boer is a shareholder as well as a member of the Supervisory Board. The other members of the Supervisory Board are independent. An intern also attended the regular meetings in 2019 and her input was felt to be valuable. Not only the intern, but also the member Lucien Perizonius, who has made a strong contribution in recent years in the field of strategy in particular, left in late 2019. For the time being, the Supervisory Board will continue with three members and the membership of the Board in the years to come will be assessed in the course of 2020.

In addition to the four regular meetings of the Supervisory Board, a number of additional meetings were organised specifically to discuss the strategic focus of Roto B.V. and its Business Units. Particular attention was paid to HRM and digitalisation. The two directors of Roto B.V. were also present at these Supervisory Board meetings. The Supervisory Board felt that these extra meetings were a valuable addition to the regular meetings.

The sale of the shares in Métal Déployé took place at the end of May. The Supervisory Board has been extensively informed in recent years about the course of the sale. The Supervisory Board was therefore in a good position to conclude that the future of the company was safeguarded with the new owner, with Métal Déployé being able to build on the strategic foundations established by Roto B.V.

“Current developments require dynamic monitoring.

Rik van Thiel (Chairman of the Supervisory Board), Tom de Boer and Coert Zachariasse

In 2019, there were extensive discussions of the strategic plan and its implementation. For example, the investment in the large powder coating line in Wolvega was discussed. This XL powder coating line was festively opened in September by three generations of the De Boer family. Considerable attention was paid to Staco's strategic change project, which focuses more on niche markets. The strategy of the steel trading and cutting companies was reviewed in late 2019.

The Roto B.V. management formulated the strategy and the associated objectives in dashboards. KPIs have been formulated and defined as much as possible in SMART ways for the areas of Finance - Sustainability - Innovation - Digitalisation - HRM - Commerce - Marketing. For each KPI a target was defined and action points were drawn up. Most KPIs and goals are the same across the group; the action points can be different for each Business Unit. A separate dashboard has been drawn up for each Business Unit describing the current situation in detail. There is also a group dashboard to monitor the action points and, on the basis of a score, to provide a rating for each Business Unitin order to see quickly where things are going well and where more attention is needed.

In the regular meetings, the quarterly reports were adopted as a basis for discussions of matters such as operations, risk management, investment plans, sustainability, the auditor's management letter, IT management and innovation.

There were also evaluations of the performance ofthe Roto B.V. management and, in a separate meeting, the Supervisory Board evaluated its own performance. The conclusion of the Supervisory Board was that the Roto B.V. management continued to perform well in 2019. The self-assessment showed that the membership and expertise of the Supervisory Board is adequate for the continued performance of its critical supervisory role. On the basis of a critical, constructive approach, collaboration in the Supervisory Board has been harmonious and communications with the board are transparent and trusting. However, the Supervisory Board is striving for a more balanced ratio of men to women and this issue will have to be addressed again at the time of the next appointment or re-appointment.

The CEO has indicated that he wishes to step back from his position as the head of ROTO when he reaches the age of 60 in 2022. He is convinced that, after more than 30 years of service, that will be a good time to hand over the reins. The Supervisory Board has therefore started looking for a successor. If successful, that person will join the company in 2020 so that there will be enough time to ensure a smooth transfer.

Not least due to the efforts of many motivated employees, the ROTO companies managed to further strengthen their position in 2019. ROTO continued to develop its strategic focus in 2019 and 2020 will be challenging with an expected downturn in economic growth. However, the management teams of the Business Units are highly committed to their mission, vision and strategy, which they see as a source of confidence. The Supervisory Board will continue to monitor developments critically in 2020 in order to perform its supervisory duties optimally and support Roto B.V.'s management.

The impact of the COVID-19 virus on the economy will be enormous. The Supervisory Board is following developments closely and it is kept informed by Roto B.V.'s management of the implications for the ROTO companies. ROTO's financial position is robust and the group has an extremely strong liquidity position. This buffer gives the management teams the leeway they need to take adequate measures. The consequences for the longer term are difficult to predict and so the Supervisory Board will not be making any statements in that respect.

Rik van Thiel, Chairman of the Supervisory Board

Uitgeest, 27 March 2020 The Supervisory Board

Rik van Thiel, Chairman Tom de Boer Coert Zachariasse

Report of the Supervisory Board on 2019

There was been no change in the membership of the Supervisory Board during 2019. Tom de Boer is a shareholder as well as a member of the Supervisory Board. The other members of the Supervisory Board are independent. An intern also attended the regular meetings in 2019 and her input was felt to be valuable. Not only the intern, but also the member Lucien Perizonius, who has made a strong contribution in recent years in the field of strategy in particular, left in late 2019. For the time being, the Supervisory Board will continue with three members and the membership of the Board in the years to come will be assessed in the course of 2020.

In addition to the four regular meetings of the Supervisory Board, a number of additional meetings were organised specifically to discuss the strategic focus of Roto B.V. and its Business Units. Particular attention was paid to HRM and digitalisation. The two directors of Roto B.V. were also present at these Supervisory Board meetings. The Supervisory Board felt that these extra meetings were a valuable addition to the regular meetings.

The sale of the shares in Métal Déployé took place at the end of May. The Supervisory Board has been extensively informed in recent years about the course of the sale. The Supervisory Board was therefore in a good position to conclude that the future of the company was safeguarded with the new owner, with Métal Déployé being able to build on the strategic foundations established by Roto B.V.

“Current developments require dynamic monitoring.

Rik van Thiel (Chairman of the Supervisory Board), Tom de Boer and Coert Zachariasse

In 2019, there were extensive discussions of the strategic plan and its implementation. For example, the investment in the large powder coating line in Wolvega was discussed. This XL powder coating line was festively opened in September by three generations of the De Boer family. Considerable attention was paid to Staco's strategic change project, which focuses more on niche markets. The strategy of the steel trading and cutting companies was reviewed in late 2019.

The Roto B.V. management formulated the strategy and the associated objectives in dashboards. KPIs have been formulated and defined as much as possible in SMART ways for the areas of Finance - Sustainability - Innovation - Digitalisation - HRM - Commerce - Marketing. For each KPI a target was defined and action points were drawn up. Most KPIs and goals are the same across the group; the action points can be different for each Business Unit. A separate dashboard has been drawn up for each Business Unit describing the current situation in detail. There is also a group dashboard to monitor the action points and, on the basis of a score, to provide a rating for each Business Unitin order to see quickly where things are going well and where more attention is needed.

In the regular meetings, the quarterly reports were adopted as a basis for discussions of matters such as operations, risk management, investment plans, sustainability, the auditor's management letter, IT management and innovation.

There were also evaluations of the performance ofthe Roto B.V. management and, in a separate meeting, the Supervisory Board evaluated its own performance. The conclusion of the Supervisory Board was that the Roto B.V. management continued to perform well in 2019. The self-assessment showed that the membership and expertise of the Supervisory Board is adequate for the continued performance of its critical supervisory role. On the basis of a critical, constructive approach, collaboration in the Supervisory Board has been harmonious and communications with the board are transparent and trusting. However, the Supervisory Board is striving for a more balanced ratio of men to women and this issue will have to be addressed again at the time of the next appointment or re-appointment.

The CEO has indicated that he wishes to step back from his position as the head of ROTO when he reaches the age of 60 in 2022. He is convinced that, after more than 30 years of service, that will be a good time to hand over the reins. The Supervisory Board has therefore started looking for a successor. If successful, that person will join the company in 2020 so that there will be enough time to ensure a smooth transfer.

Not least due to the efforts of many motivated employees, the ROTO companies managed to further strengthen their position in 2019. ROTO continued to develop its strategic focus in 2019 and 2020 will be challenging with an expected downturn in economic growth. However, the management teams of the Business Units are highly committed to their mission, vision and strategy, which they see as a source of confidence. The Supervisory Board will continue to monitor developments critically in 2020 in order to perform its supervisory duties optimally and support Roto B.V.'s management.

The impact of the COVID-19 virus on the economy will be enormous. The Supervisory Board is following developments closely and it is kept informed by Roto B.V.'s management of the implications for the ROTO companies. ROTO's financial position is robust and the group has an extremely strong liquidity position. This buffer gives the management teams the leeway they need to take adequate measures. The consequences for the longer term are difficult to predict and so the Supervisory Board will not be making any statements in that respect.

Rik van Thiel, Chairman of the Supervisory Board

Uitgeest, 27 March 2020 The Supervisory Board

Rik van Thiel, Chairman Tom de Boer Coert Zachariasse