Convening Notice of the Annual General Meeting ... - ORCO Germany

ORCO GERMANY S.A.
Société Anonyme
42, rue de la Vallée
L-2661 Luxembourg
R.C.S. LUXEMBOURG B 102254
(hereinafter the "Company”)
Convening Notice of the Annual General Meeting
of the shareholders of the Company to be held on 20 April 2012
Dear shareholders,
You are invited to attend the annual general meeting of the shareholders of the Company
(hereinafter the "General Meeting”) to be held at the registered office of the Company at 42, rue de la Vallée, L-
2661 Luxembourg on 20 April 2012 at 15:00 CET to discuss and to vote on the agenda indicated below.
AGENDA
1. Presentation of information on the ongoing debt restructuring and financial position of the
Company.
2. Decision to postpone the Annual General Meeting.
Disclosure notification threshold:
Subject to compliance with the threshold notification obligations of the Luxembourg law of 11 January 2008 on
the transparency requirements in relation to information about issuers whose securities are admitted to trading on
a regulated market and by article 14 of the Company’s articles of incorporation, there is no limit to the maximum
number of votes that may be exercised by the same person, whether in his/her own name or as proxy.
Shareholders who do not inform the Company in compliance with the above mentioned regulation and statutory
rules will not be able to use their voting right on the General Meeting.
* * * *
ATTENDANCE TO THE GENERAL MEETING
Right to add new items on the agenda: One or more shareholders 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 General Meeting and (ii) table draft
resolutions for items included or to be included on the agenda of the General Meeting.
Such requests must:
− be in writing and sent to the Company by post (at the following address: Orco Germany S.A., 42,
rue de la Vallée, L-2661 Luxembourg) or electronic means (at the following email address:
generalmeetings@orcogermany.de) and be accompanied by a justification or draft resolution to
be adopted in the General 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 General
Meeting.
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 General Meeting.

Record Date: 6 April 2012 (i.e. the day falling fourteen (14) days before the date of the General Meeting).
Please note that only persons who are shareholders at the Record Date shall have the right to participate and
vote in the General Meeting. The shareholder must provide the Company with a confirmation that she / he
held Company shares at the latest at midnight (00:00) on the Record Date and wish to participate to the
General Meeting (the "Confirmation"). Such Confirmation must be in writing and sent to the Company by post
(at the following address: Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg) or electronic means (at
the following email address: generalmeetings@orcogermany.de).
In addition, shareholders wishing to attend the General Meeting must send an Attendance and Proxy form
together with the relevant Proof of Shareholding so that it’s received by the Company at the latest by noon (12:00
noon) on 16 April 2012, to:
Orco Germany S.A.
42, rue de la Vallee
L-2661 Luxembourg
Tel.: +352 26 47 67 1;
Fax.: +352 26 47 67 67;
email: generalmeetings@orcogermany.de
Attendance and Proxy form: the form is available on the Company’s website at www.orcogermany.de and is to
be duly completed and signed by shareholders wishing to attend or to be represented at the General Meeting.
Proof of Shareholding: This document (to be received with the Attendance and Proxy form by the Company by
noon on 16 April 2012) must indicate the shareholder's name, the number of Company shares held at midnight
(00:00) 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.
Documentation and information: The following documents and information are available for the shareholders
on our website: www.orcogermany.de and, in particular, in the "Shareholders 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 General Meeting, as well as a comment from a member of the board of
directors on each item on the proposed agenda of the General 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; 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, 42, rue de la Vallée, L-2661 Luxembourg.
For further information, visit our website: www.orcogermany.de and, in particular, the "Shareholders Corner".
If you need further assistance or information, please contact: Orco Germany S.A., 42, rue de la Vallée, L-2661
Luxembourg, Tel: + 352 26 47 67 1; Fax: + 352 26 47 67 67; email: generalmeetings@orcogermany.de
Yours faithfully,
The Board of Directors of the Company