OPG - Convening Notice - OGM to be held on 6 December 2013

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Orco Property Group

Société Anonyme

40, rue de la Vallée

L-2661 Luxembourg

R.C.S. Luxembourg B 44.996

(the “Company”)

 

Convening Notice

Ordinary General Meeting of the Company’s Shareholders

to be held on 6 December 2013

Dear Shareholders,

You are invited to attend the Ordinary General Meeting of the shareholders of the Company (the “Meeting”) to be held at the registered seat of the Company at 40, rue de la Vallée, L-2661 Luxembourg, on 6 December 2013 at 12:00 noon, to discuss and to vote on the agenda (the “Agenda”) indicated below.

The Meeting is convened in accordance with article 70 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “LCA”) and article 3 of the law dated 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, further to a request of Gamala Limited, being a shareholder holding approximately 22.86 percent of the share capital of the Company (the “Requesting Shareholder”), which requested on 16 October 2013 convening of the general meeting with the following points on the agenda:

1.   Decision to remove Mr. Nicolas Tommasini from the Board of Directors of the Company.

2.   Decision to remove Mr. Guy Wallier from the Board of Directors of the Company.

3.   Decision to remove Mr. Alexis Juan from the Board of Directors of the Company.

4.   Decision to remove Mr. Guy Shanon from the Board of Directors of the Company.

5.   Decision to remove Mr. Ian Cash from the Board of Directors of the Company.

6.   Decision to remove Mr. Ji?í Dedera from the Board of Directors of the Company.

As such, the Board of Directors of the Company has convened the Meeting with the agenda items requested by the Requesting Shareholder:

AGENDA

1.   Decision to remove Mr. Nicolas Tommasini from the Board of Directors of the Company.

2.   Decision to remove Mr. Guy Wallier from the Board of Directors of the Company.

3.   Decision to remove Mr. Alexis Juan from the Board of Directors of the Company.

4.   Decision to remove Mr. Guy Shanon from the Board of Directors of the Company.

5.   Decision to remove Mr. Ian Cash from the Board of Directors of the Company.

6.   Decision to remove Mr. Ji?í Dedera from the Board of Directors of the Company.

*              *              *              *

 

ATTENDING THE MEETING

 

In order to attend the Meeting, shareholders must provide the Company with the following three items as explained in greater detail below: (i) Record Date Confirmation, (ii) Attendance and Proxy Form, and (iii) Proof of Shareholding.

Record Date Confirmation: This document shall be provided to the Company by a shareholder at the latest by 23:59 on the Record Date. The Record Date is 22 November 2013 (the “Record Date”,i.e. the day falling fourteen (14) days before the date of theMeeting).

The Record Date Confirmation must be in writing and indicate that a shareholder holds the Company shares and wishes to participate in the Meeting. A template form of the Record Date Confirmation is available on the Company’s website at www.orcogroup.com.

The Record Date Confirmation must be sent to the Company by post or electronic means so that it is received by the Company at the latest by 23:59 on the Record Date, i.e. 22 November 2013, to:

Orco Property Group

40, rue de la Vallée

L-2661 Luxembourg

Tel: + 352 26 47 67 1

Fax: + 352 26 47 67 67

email: generalmeetings@orcogroup.com

Attendance and Proxy Form: A template form is available on the Company’s website at www.orcogroup.com and is to be duly completed and signed by shareholders wishing to attend or be represented at the Meeting.

Proof of Shareholding: This document must indicate the shareholder's name and the number of Company shares held at 23:59 on the Record Date. The Proof of Shareholding shall be issued by the bank, the professional securities' depositary or the financial institution where the shares are on deposit.

Shareholders wishing to attend the Meeting must send the Attendance and Proxy Form together with the relevant Proof of Shareholding by post or electronic means so that they are received by the Company at the latest by 12:00 noon on 2 December 2013, to:

Orco Property Group

40, rue de la Vallée

L-2661 Luxembourg

Tel: + 352 26 47 67 1

Fax: + 352 26 47 67 67

email: generalmeetings@orcogroup.com

Please note that only persons who are shareholders at the Record Date and have timely submitted their Record Date Confirmation, Attendance and Proxy Form, and Proof of Shareholding shall have the right to participate and vote in the Meeting.

Documentation and information: The following documents and information are available for the shareholders on our website: www.orcogroup.com and, in particular, in the "Shareholder Corner":

-       the present convening notice;

-       the total number of shares and the voting rights in the Company as at the date of this convening notice;

-       the draft resolutions of the Meeting. Any draft resolution(s) submitted by shareholder(s) shall be added to the website as soon as possible after the Company has received them;

-       the Record Date Confirmation form; and

-       the Attendance and Proxy Form.

The above documents may also be obtained by shareholders upon written request sent to the following postal address: Orco Property Group, 40, rue de la Vallée, L-2661 Luxembourg.

For further information, visit our website: www.orcogroup.com and, in particular, the "Shareholder Corner".

Quorum Requirement: The Meeting shall validly deliberate regardless of the corporate capital represented. Resolutions, in order to be adopted, must be carried by a majority of the votes cast.

Right to add new items on the agenda: One or more shareholders together representing at least five per cent of the share capital has the right to (i) put one or more items on the agenda of the Meeting and (ii) table draft resolutions for items included or to be included on the agenda of the Meeting.

Such requests must:

-         be in writing and sent to the Company by post (at the following address: Orco Property Group, 40, rue de la Vallée, L-2661 Luxembourg) or electronic means (at the following email address: generalmeetings@orcogroup.com) and be accompanied by a justification or draft resolution to be adopted in the Meeting;

-         include the postal or electronic address at which the Company may acknowledge receipt of the requests;

-         be received by the Company at least twenty two (22) days before the date of the Meeting, i.e. 14 November 2013.

The Company shall acknowledge receipt of requests referred to above within (forty-eight) 48 hours from receipt. The Company shall prepare a revised agenda including such additional items on or before the fifteenth (15th) day before the date of the Meeting.

If you need further assistance or information, please contact: Orco Property Group, 40, rue de la Vallée, L-2661 Luxembourg, Tel: + 352 26 47 67 1; Fax: + 352 26 47 67 67; email: generalmeetings@orcogroup.com

 

Luxembourg, 5 November 2013

Yours faithfully,

The Board of Directors of the Company


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