Société Anonyme
40, rue de la Vallée
L-2661 Luxembourg R.C.S. LUXEMBOURG B 44.996 (the "Company")
CONVENING NOTICE
OF THE COMPANY'S ANNUAL GENERAL MEETING
TO BE HELD ON 28 MAY 2015
Dear Shareholders,
You are invited to attend the Annual General Meeting of the shareholders of the Company (the "Meeting") to be
held at the registered office of the Company at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of
Luxembourg, on 28 May 2015 at 14:00 CET, to discuss and to vote on the agenda indicated below.
1. Presentation of the reports of the Board of Directors and of the approved auditors (réviseurs d'entreprises agréé) of the Company for the financial year ended 31 December 2014.
2. Presentation and approval of the statutory annual accounts for the financial year ended 31 December 2014.
3. Presentation and approval of the consolidated annual accounts for the financial year ended 31 December
2014.
4. Allocation of the financial results in relation to the financial year ended 31 December 2014.
5. Discharge to be granted to the members of the Board of Directors in respect of the performance of their duties during the financial year ended 31 December 2014.
6. Discharge to be granted to the auditors in respect of the performance of their duties during the financial year ended 31 December 2014.
7. Decision to appoint Mr. Jiri Dedera to the Board of Directors of the Company until the Annual General Meeting of 2016 concerning the approval of the annual accounts of the Company for the financial year ending 31
December 2015.
8. Decision to appoint Mr. Edward Hughes to the Board of Directors of the Company until the Annual General
Meeting of 2016 concerning the approval of the annual accounts of the Company for the financial year ending
31 December 2015.
9. Decision to appoint Mr. Pavel Spanko to the Board of Directors of the Company until the Annual General
Meeting of 2016 concerning the approval of the annual accounts of the Company for the financial year ending
31 December 2015.
10. Decision to appoint Mr. Guy Wallier to the Board of Directors of the Company until the Annual General Meeting of 2016 concerning the approval of the annual accounts of the Company for the financial year ending 31
December 2015.
11. Subject to approval of item 7 of the agenda, decision to appoint Mr. Jiri Dedera as the Managing Director (administrateur délégué) of the Company until the Annual General Meeting of 2016 concerning the approval of the annual accounts of the Company for the financial year ending 31 December 2015.
12. Decision to terminate the mandate of H.R.T. Revision S.A. as an auditor of the Company, with immediate effect.
23:59 CET on the Record Date. The Record Date is 14 May 2015(the "Record Date", i.e. the day falling fourteen
(14) days before the date of the Meeting).
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 CET on the Record Date, i.e. 14 May 2015, 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.comand is to be duly completed and signed by shareholders wishing to attend or be represented at the Meeting.
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 noon
(12:00 noon CET) on 25 May 2015, 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 onour website: www.orcogroup.comand, 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 documents to be submitted to the Meeting (in particular the reports of the board of directors and of the approved auditors (réviseurs d'entreprises agréé), the statutory annual accounts for the financial year ended 31 December 2014 and the consolidated annual accounts for the financial year ended 31 December
2014);
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.comand, in particular, the "Shareholder Corner".
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. 6
May 2015.
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, 24 April 2015
Yours faithfully,
The Board of Directors of the Company
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