Amendment to convening notice EGM 27.04.2012 Bonds 2013

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ORCO PROPERTY GROUP S.A.

Société Anonyme

Siège social : 42, rue de la Vallée, L-2661 Luxembourg

Grand-Duché de Luxembourg

R.C.S. Luxembourg: B 44.996

(the "Company" or "OPG")

AMENDMENT TO THE CONVENING NOTICE FOR THE GENERAL MEETING OF BONDHOLDERS OF THE COMPANY ON APRIL 27, 2012 AT 9:30 AM CET

Reference is made to the convening notice published in the Mémorial, Recueil des Sociétés et Associations (i) number 928, page 44501 on 11 April 2012 and (ii) number 1007, page 48290 on 19 April 2012 (the "Convening Notice"), in relation to the convening of a general meeting of the holders of bonds (the "Bondholders") registered under ISIN FR0010333302 as described in the Prospectus (as defined below) issued by the Company in relation to the issue on June 1, 2006 of EUR 149,999,928, 1 per cent convertible bonds, at an issue price: EUR 138, represented by 1,086,956 convertible bonds with a par value of EUR 145 (the "Bonds 2013"), for which the visa on the prospectus was delivered by the CSSF on May 17, 2006 (the "Prospectus"), to be held at 42, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, on April 27, 2012 at 9:30 AM Central European time ("CET") (the "Bondholders Meeting").

Attached to the Convening Notice in Annex A are the proposed terms and conditions (the "Terms and Conditions") of the exchange of up to 89.9 % of all Bonds 2013 for a consideration consisting in newly issued common shares (the "Shares") of the Company ("OPG Conversion").

Following the publication of said Convening Notice, certain modifications have been made to the Terms and Conditions in relation to scenario 2 described in such Annex A.

Therefore, please note that the following modifications have been made, so that the modified clauses of the Terms and Conditions attached in Annex A of the Convening Notice shall read as follows:

1.         Definition of "OG Bonds" shall be replaced by the following:

"The OG Bonds: EUR 100,100,052 five-year bonds issued by OG as per a prospectus dated 24 May 2007 (ISIN - XS0302623953, the "OG Bonds" and holders thereof, "OG Bondholders"). The OG Bonds correspond to a global amount of EUR 129.1 million including accrued interests and reimbursement premium. To such OG Bonds were attached warrants registered under ISIN code XS0302626899 (the "OG Warrants", and holders thereof the "OG Warrantholders")."

2.         In section I., B, the last sentence has been amended and replaced by the following:

"I. KEY ECONOMIC TERMS

[…]

B. Scenario 2 (global transaction with both OPG Bondholders and OG Bondholders):

[…]

If OG Bondholders and/or OG Warrantholders meetings do not approve Scenario 2, then scenario 3 or if applicable scenario 1 will apply."

3.         In section I-2, description of scenario 2 has been amended and replaced by the following:

"I-2 OG Equity Consideration

[…]

Under scenario 2: the OG Equity consideration shall consist in the OCA the terms and conditions of which are described as follows:

1. Main terms of the OCA: 84.5% of the number of the OG Bonds shall convert for their total nominal amount, accrued interest and reimbursement premium (EUR 109.1 million) into OCA two business days after the date on which the meetings of the holders of OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014 are held to resolve on the OPG Transaction and have approved the OPG Transaction at the relevant majority (the "OCA Issue Date").

If this condition is not met by 18 May 2012, the decision of the OG Bondholders to convert their OG Bonds into OCA shall lapse and the Company shall issue at the latest on 21 May 2012 the convertible bonds the issue of which was decided on 5 April 2012 by the OG Bondholders, it being acknowledged that in such case the "OPG Bond Conversion Condition" set out in the terms and conditions of the convertible bonds approved by the OG Bondholders on 5 April 2012 shall be irrevocably deemed to not have been met.

The OCA are convertible as follows:

* First Payment: OCA in an aggregate amount of EUR 76,000,000 are converted into 18,361,548 OPG Shares no later than 22 May 2012;

* Second Payment: up to 28 September 2012 (28 September 2012 being referred to as the "Exchange Date"), the OCA in an aggregate amount of EUR 33,129,067 (the "Second Payment Amount")

(i) up to 16 July 2012, can be repaid, at the option of the Company, in full but not in part, by the Company, in cash in immediately available funds; for the avoidance of doubt, in the event the Company elects to repay in cash but fails to make such payment, the Company shall be deemed not to have elected to make such cash payment and the OCA shall convert into shares as provided below; it being specified that in case the Company elects to repay in cash the OCA as set forth in this paragraph (i), then OG shall repay in cash the remaining outstanding OG Bonds in immediately available funds in an amount of EUR 872.04 per one OG Bond; or

(ii) up to 28 September 2012, can be converted into OPG shares, representing a total number of 7,848,081 OPG shares, as decided by a meeting of the OCA holders (at a majority vote of 50% plus 1 OCA of all the OCA outstanding).

* On the Exchange Date, and provided they have not already been repaid in cash in immediately available funds or converted pursuant the paragraph above, the OCA in an aggregate amount equal to the Second Payment Amount, shall be converted into shares as follows:

(i) if and provided that (x) the OPG Bond Conversion Condition is met three (3) business days prior to the Exchange Date (the "Longstop Date") and that (y) in accordance with paragraph II.6(ii)(c) below and provided that the Company has filed in due course all necessary court papers for the hearing scheduled on 14 May 2012, the Paris Commercial Court has approved, on or before the Longstop Date, the amended terms of the Plan de Sauvegarde in order to enable the implementation of the substance of the Transaction, it being agreed that such Longstop Date shall be extended pro rata if the court hearing scheduled on 14 May 2012 is postponed or reconvened for whatever reason (the "Court Approval Condition"), then the OCA shall be converted into OPG shares, representing a total number of 7,848,081 OPG Shares;

(ii)if and provided (x) the OPG Bond Conversion Condition is not met on the Longstop Date or (y) the Court Approval Condition is not met on the Longstop Date as such Longstop Date may be extended pursuant to section (i)(y) above, the OCA shall, as decided by the meeting of the OCA holders (at a majority vote of 50% plus 1 OCA of all the OCA outstanding), be converted into either:

o   OPG shares representing a total number of 7,848,081 OPG Shares; or

o   OG shares in a number representing, on the Exchange Date and after completion of the OG Bond Equitization (as defined below) and the Nominal Value Reduction (as defined below), 55% of the share capital and voting rights of OG on a fully diluted basis, it being specified that, in the event the Company elects not to repay the OCA in cash, the election decision of the OCA holders referred to in this paragraph shall not be required to be made by 21 September 2012 but can be extended as necessary to allow for proper notice period, quorum, and majority decision of the OCA holders' meeting to be taken in accordance with applicable laws (in which case, the Exchange Date shall be postponed accordingly).

If the OCA converts into 55% of OG shares in accordance with the above provisions, only those OCA holders who have remitted to the Company (i) their OCA and (ii) their remaining OG Bonds shall receive their pro rata number of OG shares calculated on the basis of the number of OCA and remaining OG Bonds remitted by them, it being specified that the total of all remaining OCA and OG Bonds shall equal 55% of the OG shares.

* Prior to the Second Payment, the Company shall :

(a) vote at the relevant shareholders' meeting of OG resolving the OG Bonds Equitization in favor of a reduction of the nominal value of each share issued by OG (the "Nominal Value Reduction");

(b) convert the EUR 109.1 million including the accrued coupons of OG Bonds that the Company holds into additional new shares of OG in a number which shall be determined on the basis of the volume weighted average price of OG shares on the main market of the Frankfurt stock exchange over a period of 6 (six) months prior to 20 March 2012 (the "OG Bonds Equitization").

The Longstop Date may be extended at the request of the Company provided that such extension has been agreed by a decision of the OCA holders (taken in accordance with the quorum and majority requirements provided for by law in a meeting of OCA holders convened and held prior to 21 September 2012).

2. Listing of the OPG shares / OG shares: OPG and OG shall take all necessary steps and use their best efforts to obtain, the admission to listing, on the regulated markets on which OPG's and OG ordinary shares are currently listed, of the OPG or OG shares to be issued or delivered upon conversion of the OCA as soon as possible after the issue of the OCA, and will use their best efforts to maintain such admission to listing.

3. Condition for the conversion of the OCA under the First Payment: The conversion of the OCA into OPG Shares under the First Payment shall occur as soon as possible after, and at the latest on the third business day following, the OCA Issue Date.

4. Condition for the conversion of the OCA under the Second Payment: The conversion of the OCA into OPG Shares under the Second Payment, as the case may be, shall occur on or after the date on which the CSSF has approved the prospectuses relating to such OPG Shares and the New Notes. This condition is stipulated to the benefit of the OCA holders and may be waived by a decision of the general meeting of the OCA holders no later than 13 July 2012 (at a majority vote of 50% plus 1 OCA of all the OCA outstanding), in which case the OPG Shares shall be issued at the date decided by such general meeting of OCA holders.

5. The OPG Bond Conversion Condition: "OPG Bond Conversion Condition" means the approval of the OPG Transaction as described in this annex A at the relevant majority by the general meetings of the OPG Bondholders holding the OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014.

6. Transfer Restrictions / Listing of the OCA: The OCA shall not be negotiable on the capital markets and shall not be offered to the public.

The OCA shall not be listed and/or admitted to trading on any stock exchange within the European Economic Area nor on a stock exchange outside the European Economic Area.

7. Status of the OCA: The OCA shall constitute direct, general and unconditional obligations of OPG which will at any time rank pari passu among themselves and at least pari passu with all the other present and future unsecured obligations of OPG, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

8. Interest: The OCA shall bear an interest per year of 0.01% (the "Interest") from, and including, the issue date until, and including, the Exchange Date, calculated on the basis of a year of 360 days. The Interest shall be paid by OPG in one instalment on the date of the Second Payment.

For the avoidance of doubt, the First Payment Amount shall bear no interest.

9. Security: The OCA holders shall benefit, as from the issue date, from a lien over 55% of all shares issued by OG and held by OPG as collateral in a separate securities account that shall be pledged to the benefit of the OCA holders for (i) the repayment in cash of the OCA, if any, and (ii) the conversion of the OCA into OG shares, if any, in accordance with the provisions above; it being agreed that this pledge shall not secure the conversion of the OCA into OPG shares.

10. Applicable Law: Luxembourg Law".

4.         Section I-4 has been amended and replaced by the following:

"I-4. OPG and OG New Notes Consideration under scenario 2

Under scenario 2, the OPG and OG New Notes Consideration as referred to in section I.B.(ii) above shall have the following terms.

1. Issuer: Orco Property Group SA (the "Company" or "OPG").

2. Issue Date of the New Notes: After the granting of the authorisation by the Commercial Court of Paris pursuant to the Plan de Sauvegarde to proceed to such public exchange offer and promptly after closing of the offer period of the public exchange offer which shall begin after approval by the CSSF of the terms and conditions of the exchange public offer, such approval being scheduled to occur upon closing of the OPG Equity Consideration and the OG Equity Consideration transactions.

In the case where (i) the mandatory exchange of the OG Bonds as referred to in paragraph I.B (i)(b) above has been performed and (ii) the mandatory exchange of the OPG Bonds as referred to in paragraph I.B(i)(a) above has not been performed, on or before 30 September 2012, this shall not prevent the voluntary public exchange offer referred to above being opened to the holders of OG Bonds.

It being specified that the voluntary public exchange offer as referred to above shall not be offered to the OG Bondholders in the case (i) where the OCA are repaid in cash by the Company in accordance with paragraph I-2.1(i) above or (ii) where the OCA holders would have elected to obtain OG shares in accordance with paragraph I-2.1(ii) above.

In the case where (i) the mandatory exchange of the OPG Bonds as referred to in paragraph I.B(i)(a) above has been performed and (ii) the mandatory exchange of the OG Bonds as referred to in paragraph I.B(i)(b) above has not been performed, on or before 30 September 2012, this shall not prevent the voluntary public exchange offer referred to above to be opened to the holders of the OPG Bonds.

3. Nominal Amount: The OPG Bondholders and the OG Bondholders who accept the proposed exchange referred to in paragraph I.B(ii) above will receive new debt instruments (the "New Notes"), in exchange for their residual OPG Bonds or OG Bonds, as the case may be, post completion of the mandatory exchange I.B(i) above.

The proposed amount of the New Notes to be issued assuming 100% participation by the OPG Bondholders and the OG Bondholders to the voluntary exchange offer shall be of up to, respectively:

* as regards the OPG bondholders, EUR 55.2 million (such amount shall be adjusted to take into account the final size of the Share Issue under the OPG Equity Consideration after rounding);

* as regards the OG bondholders, EUR 20 million (such amount shall be adjusted to take into account the final size of the OCA issue under the OG Equity Consideration after rounding).

4. Security: None.

5. Maturity: 28 February 2018 (the "Maturity Date").

6. Coupon: The New Notes will bear a coupon per annum of

(i) 5% cash plus 5% PIK, as long as more than 75% of the Nominal Amount remain outstanding

(ii) 4% cash plus 4% PIK, as long as more than 50% but no more than 75% of the Nominal Amount remain outstanding

(iii) 4% cash plus 3% PIK, as long as no more than 50% of the Nominal Amount remain outstanding

The PIK element of the coupon shall, subject to the provisions of article 1154 of the Luxembourg civil code, be compounding annually from the Issue Date until the Maturity Date and remains subject to the issuance by the Company of a capitalisation notice each year in relation to interest accrued and due for more than 1 year; if such notice is not refused by the holders of the New Notes within a period to be agreed in the final documentation, then it will deemed to be accepted by them.

7. Amortisation Dates:

* 28 February 2015: 25% of the Nominal Amount;

* 28 February 2016: 25% of the Nominal Amount;

* 28 February 2017: 25% of the Nominal Amount;

* 28 February 2018: The outstanding principal amount of the New Notes.

8. Redemption: In cash only at the Amortisation Dates.

9. Mandatory Prepayment on Asset Disposals: The Company will procure that 25% of the Net Proceeds (as defined below) received from the earlier of (i) 30 June 2012 onwards and (ii) the Issue Date of the New Notes, by the Company or any of its subsidiaries as a result of the disposal of the following assets is applied in prepayment of the New Notes (the "Prepaid Amounts"):

* Fillion Shopping Center

* Radio Free Europe

* Vaci 1

* CEE Hotels (including Pachtuv Palace)

* Na Porici

* Hradcanska

* Diana Office

* Capellen

* Stribro

* Marki

* Vaci 188

* Paris Department Store

* Zlota (only upon completion of project development)

* Molcom (any part of the deferred payment amount in excess of EUR20m and any earn-out component)

* Sky Office, to the extent such proceeds are not applied to the GSG refinancing

The Prepaid Amounts should reduce the upcoming payments due as per the Amortisation Dates in straight chronological order and shall be paid within 30 business days from receipt of Net Proceeds by OPG but in any case no earlier than the Issue Date of the New Notes.

"Net Proceeds" shall mean the gross sale proceeds less (a) liabilities becoming due at disposal including bank cash sweep, (b) disposal expenses and (c) taxes becoming due at disposal.

10. Other Terms and Conditions: The terms and conditions of the New Notes will include customary provisions in terms of events of default, covenants, negative pledge provisions and applicable law, including the following:

Applicable law:           Luxembourg law.

Status of New Notes: direct, unconditional, and unsubordinated obligations ranking pari passu.

Negative Pledge 3 :      Only on OPG S.A. level (excluding the share pledge on 55% of all shares issued by OG for the benefit of the OCA holders as referred to above)

Incurrence of Financial Indebtedness:

- limitation on the incurrence of new indebtedness by OPG subsidiaries such that LTV is not in excess of 65% (excluding any refinancing of any existing indebtedness)

- limitation on the incurrence of new indebtedness by OPG S.A. and OG SA in excess of EUR 5 million (excluding any refinancing of any existing indebtedness)

Early redemption in case of Event of Default:

Grace periods:

- payment default (principal, interest or any other amount in respect of the New Notes): 5 business days

- default in relation to any other obligations: 30 days

Enforcement action provision.

Cross-default :             no cross-default provision.

The New Notes shall not be due if the Company remedies the situation no later than the day preceding the general meeting of the holders of the New Notes resolving on the occurrence of an Event of Default.

Early redemption at Company's discretion: at any time at 100% of the Nominal Amount.

Repurchase of New Notes by the Company on secondary market: at any time at arm's length terms subject to New Notes repurchased being cancelled as soon as possible thereafter. For the avoidance of doubt, New Notes repurchased by the Company will not qualify for the Mandatory Prepayment on Asset Disposals referred to above;

Representation of the noteholders: the noteholders will be represented and the general meetings of noteholders will be organized in accordance with the provisions of articles 86 to 94-8 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended.

Restrictions on transfer of New Notes: none.

Save as otherwise provided in these Heads of Terms, the terms and conditions of the New Notes will be similar to those of the OPG Bonds.

11. Documentation:

* A prospectus for the public offer of the New Notes will have to be drafted in accordance with the provisions of the Prospectus Law. This prospectus will also have to be approved by the CSSF.

* An exchange offer memorandum shall be drafted to inform the OPG Bondholders on the possibility to accept the public exchange offer and the terms of the public exchange offer.

5.         In Section II, paragraph 4, 5, 6, 7 and 8 have been amended and replaced by the following

"II. OTHER TERMS

[…]

4. Standstill: The Company shall not implement any issuance of new shares or equity-linked instruments in excess of EUR 10 million or with an issue price below EUR 5.5 per share within the period from and including 17 April 2012 to and including the date which falls 90 calendar days following the earlier of (i) the first OPG shareholders meeting to be held following the issuance of the OPG shares within the framework of the OPG Equity Consideration and (ii) 15 July 2012 (the "Standstill").

For the avoidance of doubt, the Standstill shall not apply to (i) the OG Equity Consideration and to the OPG Equity Consideration nor (ii) to any share capital issue to be carried out for the purposes of the proposal to other creditors of the Company as referred to below in this Annex A.

5. Lock-up:

* In case of scenario 1 and scenario 3, 30% of new Shares will be subject to a lock-up for a period of 6 months after completion of the Transaction (the "Lock-up 1");

In case of scenario 1 and scenario 3, in order to prevent short selling, new Shares to be issued in the framework of this Transaction cannot be lent or otherwise alienated to third parties as long as they are subject to the Lock-up 1. For the avoidance of doubt, OPG Bondholders are entitled amongst each other to transact or lend any new Shares that are the result of the Transaction during the Lock-up 1.

* In case of scenario 2, 30% of new OPG shares to be issued in accordance with the OPG Equity Consideration and the OG Equity Consideration will be subject to a lock-up for a period of 6 months after completion of the Transaction (the "Lock-up 2").

In case of scenario 2, in order to prevent short selling, such new OPG shares which are subject to the Lock-up 2 cannot be lent or otherwise alienated to third parties as long as they are subject to the Lock-up 2. For the avoidance of doubt, OPG Bondholders and OG Bondholders are entitled amongst each other to transact or lend any new Shares that are the result of the Transaction during the Lock-up 2.

6. Conditionality of the Proposed Transaction: Implementation of the Transaction reflecting the terms specified herein is subject to the following further conditions:

(i) As regards both the OPG Transaction and the OG Transaction:

(a) Approval of the Transaction by the board of directors of the Company, and in particular the issuance of the New Notes upon the closing of the public exchange offer, and approval by the board of directors of OG of the OG Transaction and its implementation steps;

(b) Approval of the OG Transaction at the relevant majority by the general meeting of the OG Bondholders;

(c) Approval of the OG Transaction at the relevant majority by the general meeting of the OG Warrantholders;

(d) A réviseur d'entreprises agréé appointed by the Company has issued a report giving a description of the proposed contributions as well as of the methods of valuation used and stating that the values resulting from the application of these methods correspond at least to the number and accounting par value and the share premium of the new OPG shares to be issued in consideration for the contribution of all of the OG Bonds within the OG Transaction.

(ii) As regards the OPG Transaction only:

(a) Approval of the OPG Transaction at the relevant majority by the general meetings of the OPG Bondholders holding the OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014;

(b) Approval of the OPG Transaction by an OPG EGM deciding in particular the share capital increase of OPG in relation to the OPG Equity Consideration;

(c) Approval by the Commercial Court of Paris to amend the terms of the Plan de Sauvegarde following a filing to be submitted by the Company;

(d) Approval at the relevant majority by the general meetings of the OPG Bondholders holding the OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014 of a resolution instructing the bondholders' representatives of the OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014 (a) to finally and definitively waive and withdraw the current lawsuits initiated by the bondholder's representatives of the OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014 (including the tierce opposition as well as the appeals against the supervisory judge's orders regarding the requêtes en interpretation), it being specified, for the avoidance of doubt, that the bondholders' representatives of the OPG Bonds 2010, OPG Bonds 2013 and OPG Bonds 2014 shall be instructed to file "conclusions de désistement d'instance et d'action" in the course of such proceedings according to the French Civil Procedure Code, only if and immediately after conditions set out in paragraphs 6(ii)(a), 6(ii)(b), 6(ii)(c), 6(ii)(e), 6(ii)(f) and 6(ii)(g) shall have been fulfilled and (b) not to further challenge the judgment dated 19 May 2010 adopting the Plan de Sauvegarde;

(e) Withdrawal by the Company from any pending action, litigation or recourse against Mr. Luc Leroi in his capacity as bondholders’ representative of any of the OPG Bonds and undertaking by the Company not to further claim from Mr. Luc Leroi in his capacity as bondholders’ representative of any of the OPG Bonds any compensation, indemnification or damages; it being agreed that such withdrawal and undertaking are subject to the conditions set out in paragraphs 6(ii)(a), 6(ii)(b), 6(ii)(c), 6(ii)(d), 6(ii)(f) and 6(ii)(g) being fulfilled;

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