Subject: Annual Shareholders meeting of RHJ International SA Letter to all shareholders in response to Investor Group s letter dated May 21, 2013

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1 Subject: Annual Shareholders meeting of RHJ International SA Letter to all shareholders in response to Investor Group s letter dated May 21, 2013 From: The Board of Directors, RHJ International SA June 3, Dear Shareholders, We attach the agenda for our Annual Shareholders Meeting to be held on June 18, You will see that in addition to the resolutions put forward by RHJI s Board of Directors, there are a number of additional resolutions which have been added at the request of a small group of five shareholders accounting in aggregate for less than 4% of the issued share capital of RHJ International SA. You may also have seen recent media coverage generated by these funds, who collectively call themselves The Investor Group, which made a series of ill-informed assertions about your company. We would like to make it clear to you that we welcome open and constructive dialogue with shareholders and are always available to discuss any issues or concerns you may have. We have responded directly to the minority shareholders on the points they raised in their letter to your Board. However, given the publicity this small group of shareholders have generated we also felt it appropriate to write to you personally to explain why the Board of Directors believes that the additional resolutions are ill-advised at this time. Your Board is committed to a strategy which it believes will deliver value for all shareholders over the medium to long term and create a sustainable financial services business focused on growth opportunities in specific market segments. Building a sustainable business At the time of RHJI s IPO in 2005, RHJI was an industrial holding company with majority and minority interests in a diverse range of assets, mainly in Japan. The Japanese economic collapse and the global financial crash in 2007 caused a re-evaluation of our business and its future. With the appointment of Leonard Fischer as CEO in 2007 and most notably the acquisition of Kleinwort Benson in 2010, we embarked upon our current focused strategy to build a sustainable financial services business. Whilst the Board completely understands shareholder concerns about the company s share price performance, it is transforming a business against a very difficult backdrop - the leading Japanese industrial indices have fallen significantly since 2007, whilst since our acquisition of Kleinwort Benson, European banks are also down by a considerable amount. We always recognised that building our business during a prolonged market downturn would be difficult. Investments made now enable us to position the company RHJ INTERNATIONAL SA Avenue Louise Brussels Belgium Tel Fax

2 effectively for a future upturn. Calls for a break-up of the business therefore seem unconstructive and damaging, given the company is a long way down the path of disposing of the legacy holdings and is already focusing purely on financial services. Germany s BHF-Bank would deliver a strong strategic and cultural fit with Kleinwort Benson and RHJI, together with its co-investors who include Blackrock, respected Chinese strategic investor Fosun, and one of Germany s leading industrial families, continue to seek the necessary regulatory approvals to complete the acquisition at a price of 0.77x book, subject to closing purchase price adjustments. The Board believes that having a strong market position in Europe s two leading and fastest growing wealth management markets with a particular focus on entrepreneurs and products, which meet corporate as well as personal financial needs, will create value for the company s shareholders. Should the acquisition of BHF-Bank not be completed by the end of the summer the Board reiterates, what it has already publicly stated before, that it will give full consideration to a capital decrease and discuss with shareholders as appropriate. The Board is therefore fully supportive of a return of capital to shareholders in principle and under the right circumstances. Those circumstances do not currently exist, however, and the company has existing contractual commitments in respect of the BHF transaction to both Deutsche Bank, as the seller, and to our co-investors, the violation of which might expose RHJI to claims for damages by Deutsche Bank and our co-investors. The Board recommends that shareholders reject the small group of five shareholders request for a capital return whilst a major strategic business opportunity remains in progress, the outcome of which will be determined at the latest by the end of this summer. Corporate Structure The small group of five shareholders have raised concerns about the company s annual holding costs. The Board has recognised that the corporate structure, inherited from our legacy as a corporate holding company, creates an unacceptably high cost base and have committed to reducing central costs to an annual 15m the majority of which has been delivered. The Board has also committed to simplifying the company s corporate structure. Board/Management You will also see that the small group of five shareholders have proposed replacing the entire board with candidates of their own choice, including two representatives from one of the funds with 0.56% of the shares. This fund, Equilibria, leading a consortium of shareholders representing approximately 3.4% of the company s share capital proposed, in relation to RHJI 's last ASM on June 19, 2012, a similar resolution as to payment of an extraordinary dividend of 2.40 per share, that for legal reasons was not put on the agenda. The Board s proposed ASM resolutions on June 19, 2012, were supported by between 75.6% and 97.1% of the shares present or represented. The Board rejects this move of the small group of five shareholders, which is not in the interest of shareholders other than this group itself and recommends that shareholders do the same by rejecting in their entirety the board composition proposals of the small group of five shareholders.

3 The small group of five shareholders have also made proposals regarding executive compensation. RHJI s Nomination and Remuneration Committee (the NRC ) reviews the remuneration policy and its implementation on a regular basis, guided by the advice of internationally recognised compensation consultants. The consultants developed a comparative framework focusing on key dimensions relating to the business such as complexity, stage of strategic development, global geographic scope, product and service offering, risks and regulatory environment. Further to the consultants advice, RHJI s executive management was benchmarked against senior positions in the international financial services industry and total compensation is positioned in the range of the comparables. The remuneration policy is designed to attract, motivate and retain individuals who have the optimum profile to manage the complexities of RHJI s business. In view of the company s transformation process the Board determined that it was in shareholders best interests that it should not incur any mid to long term liability towards the executive management (in form of long notice periods or pension scheme contributions that go beyond the term of employment at RHJI) but rather compensate executive management with a competitive fixed remuneration whilst limiting exposure of the company to benefits. In summary, the Board recommends that shareholders vote for each of the resolutions* to be put to them at the ASM on June 18, 2013, as follows: RESOLUTION 1. to approve the non-consolidated financial statements for the fiscal year ended December 31, to grant a discharge and release to Messrs. D. Ronald Daniel, Timothy C. Collins, Leonhard Fischer, Mathias Döpfner, Gerd Häusler, Jun Makihara, Peter Foy, Lucio A. Noto and Konstantin von Schweinitz for the performance of their duties as directors during the fiscal year ended December 31, to grant a discharge and release to KPMG Reviseurs d Entreprises (represented by Mr. Olivier Macq, partner) for the performance of its duties during the fiscal year ended December 31, to approve the remuneration report for the fiscal year ended December 31, 2012 (as set out in the Annual Report relating to the same year). 5. to reappoint, upon recommendation of the Audit and Compliance Committee, KPMG Reviseurs d Entreprises (represented by Mr. Olivier Macq, partner) as the Statutory Auditor for a period of three years until immediately after the Annual Shareholders Meeting which shall be invited to approve the accounts for the fiscal year ended December 31, The annual remuneration of KPMG Reviseurs d Entreprises as Statutory Auditor will be , excluding VAT and expenses. BOARD VOTING RECOMMENDATION **

4 RESOLUTION 6. To reduce the share capital by an amount of 149,704,707.25, such reduction to be made by distribution to the shareholders of an amount of 1.75 per share Dismissal of Directors Daniel, Häusler, Fischer, Makihara, Noto and replacement with Juan Carlos Garcia Centeno, Peter K.Drew, David Burns, Christopher Wetherhill and Ben Adamson respectively 17,18 To appoint Messrs Daniel Tafur and Fabio Lopez Ceron as a director of the company with immediate effect 19 To acknowledge that Messrs Centeno, Drew, Burns, Wetherhill, Adamson, Tafur and Ceron comply with the criteria of independence as provided in article 526 of the companies code 20 to resolve that the Non-executive directors will be remunerated for their services as directors during each relevant fiscal year in accordance with Section 1.5 of the company s corporate Governance Charter. 21 to disapprove the remuneration report prepared by the Board of directors for the fiscal year ended December and to instruct the board to take into account the following restriction when determining the remuneration policy of the company: the total remuneration of any senior member of management should be capped at 500,000 for any year in which the company fails to post a profit in its consolidated accounts BOARD VOTING RECOMMENDATION ** *The full text of each proposed resolution can be found in the Revised Agenda of the Annual Shareholders Meeting published on the website of the company. **Should proposed resolution 4 be approved, proposed resolution 21 will be deemed rejected and will not be put to shareholders for a separate vote.

5 We hope that this summary of the Board s position makes clear our determination to continue to act in the interest of all shareholders by building a sustainable and profitable focused financial services business which can continue to grow for the long term benefit of shareholders. Yours sincerely Ron Daniel, Chairman of the Board On behalf of the Board of Directors

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