Invitation to General Meeting of Bondholders
NIREUS AQUACULTURE S.A.
REGISTERED OFFICE: KOROPI ATTICA
COMPANY'S NUMBER IN THE GENERAL ELECTRONIC COMMERCIAL REGISTRY 7852901000
(Former: Company's Register No. 16399/06/B/88/18)
Invitation to General Meeting of Bondholders
“BANK EUROBANK ERGASIAS SA”, Bondholders Representative for the Convertible Bond with initial capital amount euro 19.995.575,10 issued by the company under the name “NIREUS AQUACULTURE SA” and the distinctive title “NIREUS SA” (the “Issuer”) invites bondholders of the aforementioned bond to a General Meeting of Bondholders to be held on Monday, February 24, 2014, at 14.00 p.m. at the company's headquarters, 1st km Leof. Koropiou Varis, 19400 Koropi, Attica to discuss and decide on the following items:
Agenda
1. Discussion and granting of approval for the amendment of the terms of the € 19.995.575,10 Convertible Bond Loan issued on 12/7/2007, pursuant to the resolution of the 1st Repeat Extraordinary General Meeting dated 11/4/2007, as the terms are valid today with all in between amendments. The amendment under approval will defer payment of the installment payable on February 28 2014, and the interest payable on February 28 2014, to July 13 2015, as requested by the Issuer.
2. Discussion on the occurrence of events of default of the Loan, according to a relevant letter by a Bondholder and following a request of the Issuer, possible termination of the Loan and position statement of the Bondholders on the aforementioned.
3. Discussion and granting of approval for the immediate use of any collateral / securitization to secure the rights of the Bondholders of the Loan, as requested by a Bondholder.
4. Discussion and granting of approval for different treatment of the minority bondholders as related to their repayment, as per their request (indicatively their early repayment, redemption of their participation in the Loan).
5. Discussion and approval for the change of the conversion ratio and the conversion price, as requested by Bondholders.
6. Clarifications from the Bondholders Representative and from the Bondholders “Eurobank Ergasias Banks” and “Piraeus Bank” on the issues raised by minority bondholders on the 27.01.2014 Meeting of the Bondholders and by letters of the Bondholders.
7. Any other item related to the above.
Bondholders, whose bonds have been dematerialized and their representatives who wish to participate in the General Assembly must submit to the Representative of Bondholders BANK EUROBANK ERGASIAS S.A. (Company's Number in the General Electronic Commercial Registry 000223001000), Shareholders' Registry, 8 Iolkou Str., Building A, 2nd floor, 142 34 Nea Ionia, (to the attention of Mrs. Mary Dougekou tel +30 210 35 23 300) two (2) full days (on 21/2/2014), prior to the Assembly the certificate of deposit at the DDS (which will prove, inter alia, their Bondholder status before the opening of the market) together with any representation documents according to the provisions of clause 10.9 of the Convertible Bond Loan.
Bondholders, whose bonds have not been dematerialized yet and their representatives who wish to participate in the General Assembly must submit to the Representative of Bondholders (mentioned above) two (2) full days (on 21/2/2014), prior to the Assembly their titles together with any representation documents according to the provisions of clause 10.9 of the Convertible Bond Loan.
Every bondholder (person or legal entity) may nominate up to three representatives (persons).
The exercise of voting rights is not allowed by mail or electronic means.
In case of lack of quorum (according to the Terms of the Loan) to decide upon the agenda, Bondholders are invited to the 1st Repeat General Meeting to be held on Monday, 10/3/ 2013 at. 14.00 p.m. at the same place and if no such quorum is achieved again, to the 2nd Repeat General Meeting to be held on Monday, 24/3/2014, 10th, at the same place. The same obligation to submit the documents required by the General Assembly, the number of representatives and the manner for the exercise of voting rights applies to the Repeat General Meetings.
Αthens, 13/2/2014
The Bondholders representative
EUROBANK ERGASIAS S.A.
It is hereby clarified that the Issuer's request mentioned in item 2 of the agenda of the Bondholders Meeting agenda refers to the granting of waiver for non-compliance with the agreed financial covenants until 15/1/2015.