Notice of Meeting of Bondholders
At the request of the Bondholders representing at least 5% of the Bonds and the Board of Directors, the Meeting of the Bondholders of the Company (the "Meeting") will be held at its registered office in Luxembourg at 9, rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg, on May 27, 2010, at 9:30 a.m., with the following agenda:
- Report of the Board of Directors of the Company to the Bondholders on the financial situation of the Company, including:
a. the existing liquidity position of the Company;
b. the Board's view as to an effective Change of Control in the ownership structure of theCompany;
c. the Board's presentation, analysis, and the role on the sale of City Tower and it's impact on the Company's LTV, including information relating to the buyer and the Bond assets utilized consideration.
- Appointment of a new Bondholder representative;
- Appointment of Bondholders representative legal and/or advisory counsel;
- Vote on Event of Default according to article 22.214.171.124. letter (i) of the Securities Note relating tothe Bonds
The Bonds are generally held through banks or other financial institutions ("Intermediaries") which have accounts with the clearing and depositary systems Clearstream Banking, société anonyme ("Clearstream, Luxembourg), and UNIVYC a.s. ("UNIVYC", and collectively with Clearstream, the "Clearstream systems") through which transactions in the Bonds are effected.
Bondholders must allow sufficient time for compliance with the standard operating procedures of Clearstream and UNIVYC in order to ensure delivery of their instructions to the Depositary in due course.
Beneficial owners of Bonds held through a broker, dealer, commercial bank, custodian, trust company or accountholder (each, an "Intermediary") are urged to confirm the deadline for receipt of their voting instructions by such Intermediary to ensure onward delivery of such instructions to the Depositary by the relevant deadline.
Bondholders acknowledge that by communicating their instructions and blocking their Bonds in the relevant Clearing Systems they will be deemed to consent to the relevant Clearing Systems provide details concerning their identity to the Depositary and the Company.
The Bondholders need not be present at the Meeting in person.
A Bondholder may act at the Meeting by appointing another person who need not be a Bondholder himself.
Alternatively, a Bondholder may cast his vote by ballot papers ("formulaires").
Relevant proxy forms and/or ballot papers ("formulaires") may be obtained, free of charge, at the registered office of the Company or, through the Clearing Systems, from the Depositary.
Any Bondholder wishing to attend and vote at the Meeting in person must produce at the Meeting a valid voting certificate issued by the Depositary relating to the Bond(s), in respect of which he wishes to vote and, if applicable, confirmation of the respective Intermediary through which the respective Bondholder holds the Bonds within the Clearing Systems.
Any Bondholder not wishing to attend and vote at the Meeting in person may either deliver his voting certificate(s) to the person whom he wishes to attend the Meeting on his behalf together with a duly executed proxy form or deliver his voting certificate(s) together with his ballot paper ("formulaire") at the registered office of the Company.
Any Bondholder or proxyholder wishing to attend and vote at the Meeting must present in the beginning of the Meeting all requested documents in a form satisfactory to the Scrutineer of the Meeting, evidencing the holding of the Bonds, among others the Passport in order to verify the ID of the Bondholder or proxyholder, valid and up-to-date extract from commercial registry evidencing the powers of the representative of the Bondholder or evidencing that a proxy has been signed validly.
To obtain a voting certificate, Bonds must be deposited with the Depositary or (to the satisfaction of such Depositary) held to its order or under its control by Clearstream or any other depositary approved by it, for the purpose of obtaining voting certificates, not later than 1:00 p.m. on May 26, 2010.
Bonds so deposited or held will not be released until the earlier of the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting).
Confirmation of attendance to the meeting, either in person or through a proxyholder, delivery of proxies and/or of ballot papers ("formulaires") must be effected by fax (or any other permissible means) as described in the articles of association) to the Company not later than 1:00 p.m. on May 26, 2010.
Any instructions to participate at the Meeting or to vote by proxy given by a Beneficial Owner will remain valid and effective for an adjourned Meeting.
The contact details of the Company are as follows:
ECM REAL ESTATE INVESTMENTS A.G.
9, rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg
Fax: + 352 45123207
Attention: BDO Tax & Accounting , Mr Pierre LENTZ or Mrs Géraldine RODRIGUES
The details of the Depositary are as follows:
Caceis Bank Luxembourg
5, allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg
Fax: + 352 47 67 73 13
Attention: Corporate Trust Department
Board of Directors
ECM REAL ESTATE INVESTMENTS A.G.
Luxembourg, on May 5, 2010
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Report of the Board of Directors
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