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Annual General meeting 26 th April 2010 Version 26/4 12AM 1. Introduction by Jean-François Ott, CEO and president Operationnal highlights Safeguard Procedure and calendar Capital increases 2. Independent Auditors’ Report by Marc Minet, PricewaterhouseCoopers

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Annual General meeting

26th April 2010

Version 26/4 12AM


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1. Introduction by Jean-François Ott, CEO and president

Operationnal highlights

Safeguard Procedure and calendar

Capital increases

2. Independent Auditors’ Report by Marc Minet, PricewaterhouseCoopers

3. Presentation of 2009 financial report by Nicolas Tommasini, CFO

4. Corporate Governance

Questions and answers

6. Agenda points of the Annual General Meeting

Annual General Meeting Orco Property Group SA



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1.A. Operational highlights

  • ‘Procédure de sauvegarde’ opened in March 2009 and extended until 25 June 2010

  • The draft ‘plan de sauvegarde’ circulated among the creditors end of March 2010

  • More than € 350 Mln of loans and credit lines renegotiated in 2009

  • Completion of key projects : Sky Office, H2 Office, Paris Department Store, 3 healthcare assets in Germany, Mokotowska, and Peugeot show room in Warsaw, etc.

  • Resuming of works of Vaci in Budapest and Klonowa Aleja in Warsaw

  • New developments green-lighted : Americka 11 and Mostecka in Prague

  • Sales initiated in Q4 2009 closed in Q1 2010 : Helberger, WasserStr and Geness str.

  • Bubny: LOI for sale of 2has of land signed, conditional to modification of urban master plan

  • Zlota 44 : Appeal court cleared the zoning permit. Decision on Building Permit - which remains suspended - expected by mid 2010. Construction pre-tender launched



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1.B. Safeguard procedure : achievements

Strategic & organizational refocus

In-depth financial restructuring

  • Reorganization by business line: Commercial Investment Properties and Development

  • Strengthened corporate governance and aligned management team with new Group structure

  • Narrowed geographical focus to core cities: Prague & Berlin for investment property, Prague & Warsaw for residential development

  • Sold or prepared exit strategies for non-core projects (such as Fehrbelliner Hofe) and business lines (property management)

  • Signed agreement in August 2009 : Undertook necessary steps to further integrate Orco Germany into OPG (stake increase to 65% from 58.1%)

  • Geared organization towards the centralization of cash flow

  • Implemented more rigorous selection of investment plans

  • Established a drastic cost-cutting program

  • Successfully renegotiated bank financing at subsidiary level

  • Worked closely with the judiciary administrator of debt restructuring plan


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1.B. Safeguard procedure : calendar

May 12, 2010

Hearing of the Paris Commercial Court on the « Draft Safeguard Plan », « Potential exit from safeguard»

May 20, 2010

Publication of 1st quarter 2010 results

June 25, 2010

End of the extended three months observation period of Safeguard Procedure

August 31, 2010

Publication of 1st semester 2010 results

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1.C. Capital increases: private placements

  • 1st ROUND: 6.1 Million EUR / 1,090,000 shares (completed with the notary on April 13th 2010)

  • - Investors: Axa Investment Managers (750,000 shares) and Neptune Invest (340,000 shares)

  • - Price per share: 5.61 EUR (where 1.51 EUR/ share corresponds to a share premium)

  • - Share capital increased to 49,338,850.60 EUR represented by 12,033,866 shares

  • 2nd ROUND: 7.1 Million EUR / 1,420,000 shares (completed with the notary on April 16th 2010)

  • - Investors: Alandia Investissements (20,000 shares), Neptune Invest (400,000 shares) and Lansdowne Capital (1,000,000 shares)

  • - Price per share: 5.00 EUR (where 0.9 EUR/ share corresponds to a share premium)

  • - Share capital increased to 55,160,850.60 EUR represented by 13,453,866 shares

  • 3rd ROUND: 3 Million EUR / 600,000 shares (completed with the notary on April 19th 2010)

  • - Investors: Hillgrove Investments Group (300,000 shares) and Finplat (300,000)

  • - Price per share: 5.00 EUR (where 0.9 EUR/ share corresponds to a share premium)

  • - Share capital increased to 57,620,850.60 EUR represented by 14,053,866 shares

  • The price/share in the 2nd and 3rd round reflects the fact that the new shares will remain in the form of registered shares until a prospectus is approved by CSSF

  • The Company commits to undertake the necessary steps so that the new shares can be admitted for trading on Euronext Paris, Prague Stock Exchange, Warsaw Stock Exchange and Budapest Stock Exchange


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1.C. Capital increases: shareholding structure

The par value amounts to € 4.1 per share, the corporate capital is € 57,620,850.60

8



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Independent Auditor’s reports on PricewaterhouseCoopersthe consolidated financial statements and onthe annual accounts of Orco Property Group S.A. for the year ended December 31, 2009

Audits conducted in accordance with International Standards on Auditing as adopted by the “Institut des Réviseurs d’Entreprises”.

Conclusion

Unqualified opinions with an emphasis of matter paragraph that highlights the existence of a material uncertainty relating to the events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern and draws attention to the note 2.1 to the consolidated financial statements / annual accounts that discloses details on such uncertainty.



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2009 financial highlights Tommasini, CFO

  • Real estate portfolio values stable in H2 at € 1.81 Bln but down by € 232 Mln, - 12% YoY

    • Commercial Investment Properties sharply down in H1, rental properties up at same perimeter in H2 but mostly offset by decreases on hotels

    • Developments sharply down in H1, recovering partly in H2

    • Reversionary potential estimated at 27%

  • NAV decreases in H2 to € 8.2 per share

    • NAV decreases by € 6.8 p.s. compared to End June (€ 15 p.s.) mostly due to negative financial result over H2

    • NAV does not include any discount on bonds debt

    • NAV of Orco Germany S.A. increases from € 1.61 to 1.79 p.s. while OPG is set to convert its € 17.6 Mln shareholder loan at € 1.6 p.s.

  • 16% decrease of revenues to € 251 Mln due to a shard drop in 1H, followed by stabilization in 2H

  • Ongoing costs reduction plan : operational expenses decrease by 21% YoY

  • Adjusted EBITDA increases to € 30 Mln (+34% YoY), mostly driven by the 2H activity

  • Assets sold for € 66.6 Mln in 2009, just € 0.6 Mln below valuation

    • € 46.6 Mln in Germany FY

    • € 40.3 Mln in H1 vs 26.3 Mln in H2

  • Operating result improvement showing a gain of € 6 Mln in H2 vs net loss of € 260 Mln in H1

  • Net loss attributable to owners of the Company of € 250.6 Mln in 2009


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Portfolio value Tommasini, CFO

Financial liabilities

Net Asset Value

Income statement

Adjusted EBITDA

Statutory balance sheet

10 year Business Plan

Financial review


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2008- 2009 Portfolio valuation as of December 09 Tommasini, CFO

  • As of December 2009, the portfolio value stands at € 1.81 Bln relatively stable from € 1.83 Bln in June-09 and down from € 2.05 Bln in December 2008

  • The absolute variation is – 12% on the whole portfolio

  • In 2009, in absolute terms, commercial investment properties suffered a 7.2% decrease while developments recorded a devaluation of 17.3%.

  • € 54 Mln of properties were transferred from the development business line to commercial and investment properties


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Portfolio value Dec-08 to Dec-09: Relative value analysis Tommasini, CFO

  • Full year relative analysis:

  • Year 2009 has to be divided into two steps (i) H1 2009 that recorded re-evaluation losses  of Euro 273 million (ii) H2 which on the opposite highlighted re-evaluatin gains of Eur 46 million.

  • Half year relative analysis:

  • High revaluations in H1 followed by positive revaluations thanks to development


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Portfolio value Tommasini, CFO

Financial liabilities

Net Asset Value

Income statement

Adjusted EBITDA

Statutory balance sheet

10 year Business Plan

Financial review


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Debt Tommasini, CFO

  • Loans with maturity less than one year amount to € 706 Mln out of which :

  • € 365.9 Mln with covenants breach not disclosed in

  • default.

  • € 59 Mln of bonds that will be subject to term out

The amount to be re-negociated is € 91 Mln as € 47 Mln relate to residential developments under sale.

In 2009, € 372 Mln of debt was renegotiated; the management is confident in its ability to refinance or extend the remaining € 91 Mln of bank debt

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Loan to Value Tommasini, CFO

Comments

Loan to value

  • Main drivers for decreasing LTV:

    • downward reevaluation of selected asset s

    • Slight increase of liabilities

  • Bank debt amounts to € 1.1 Bln with 62% of the bank loans financing income producing commercial assets

  • Bonds liabilities (including accrued interests and embedded derivatives) amount to € 510.6 Mln:

    • Existing nominal value of OPG bonds to be restructured (w/o OG):€410 Mln

    • Max.value to be rescheduled (incl.due interests, 10 years interests and premium):€ 614 Mln

    • At 20% discount rate, NPV of those € 614 Mln is € 164 Mln, i.e 73% write-off.


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Portfolio value Tommasini, CFO

Financial liabilities

Net Asset Value

Income statement

Adjusted EBITDA

Statutory balance sheet

10 year Business Plan

Financial review


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Triple NAV Tommasini, CFO

  • EPRA Recommendations on publication of triple NAV:

  • Valuation of the debt at fair value+ other derivatives

  • No fair value of bonds but indication of trading at 75 pc discount to nominal. With a discount to nominal value of bonds between 30% and 80%, Triple Net Asset Value is estimated between €11 and €18 per share

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Financial review Tommasini, CFO

  • Portfolio value

  • Financial liabilities

  • Net Asset Value

  • Income statement

  • Adjusted EBITDA

  • Statutory balance sheet

  • 10 Years Business Plan


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Income statement Tommasini, CFO

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Portfolio value Tommasini, CFO

Financial liabilities

Net Asset Value

Income statement

Adjusted EBITDA

Statutory balance sheet

10 Years Business Plan

Financial review


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Adjusted EBITDA Tommasini, CFO

  • The adjusted EBITDA amounts to € 29.9 Mln as at December 2009 showing an increase of 34% compared to € 22.3 Mln December 2008. The main contributor to this increase is the Adjusted EBITDA for development , while the drop in the Hospitality activity has affected the revenues of the Investment Properties Division.

  • Overall, the decrease in revenues is more than compensated by the cost reduction plan with employee benefits decreasing by 17% and the other operating expenses by 23%.

  • The Company continues its shift from a growth oriented model to a profitability oriented one and by mid 2010 to increase the EBIDTDA with the restart of non income producing assets like Zlota 44 and less financial charges with the sales of Wertheim and Cumberland or Sky Office.

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Financial Result Tommasini, CFO

  • The financial result shows a loss of € 110.1 Mln compared to a loss of € 127.6 Mln in 2008

  • Out of a total interest charge of € 86,8 Mln , interests on bonds account for € 37.2 Mln (€ 33.9 Mln in 2008) out of which € 3.3 Mln relates to Orco Germany OBSAR (€ 2.7 Mln in 2008). The net financial interest amount to € 78 Mln. As a result of the safeguard procedure.

  • Excluding the OPG bond interests restructured by the safeguard plan, the net interest expenses amount to € 44 Mln. The planned asset sales will largely impact this last amount while the adjusted EBITDA should be improved as a result of the operational restructuring.

  • While interest expenses remain relatively constant, the deepening of the financial result loss was driven by the revaluation of the interest rate swap and currency derivative contracts mark to market valuation differences (up to € 0.8 Mln in 2009 compared to € 1.8 Mln in 2008)

  • The financial result has been positively influenced by the improvement of the foreign exchange from € -21 Mln in 2008 to € +5 Mln in 2009

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Portfolio value Tommasini, CFO

Financial liabilities

Net Asset Value

Income statement

Adjusted EBITDA

Statutory balance sheet

10 Years Business Plan

Financial review


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Balance Sheet: Tommasini, CFO

The cumulated losses together withe the reserves represent 29% of the share capital


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Cash Tommasini, CFOposition OPG Group and OPG S.A

  • Cash Position of OPG Group:

  • As at 31 December 2009, the cash and cash equivalents consist of short term deposits for € 2.2 Mln (€ 17.1 Mln in 2008), cash in bank for € 54.6 million (€  66.5 Mln in 2008) and cash in hand for € 0.2 Mln.

  • Cash in bank include restricted cash (€ 35.2 Mln – € 55.0 Mln in 2008) representing:

    • cash deposited in the Group’s joint ventures as both parties’ approval is needed for withdrawal (€ 6.5 Mln – € 7.9 Mln in 2008)

    • Cash deposited in escrow accounts pledged as collateral for development projects and lifted after sales of units (€ 10.0 Mln – €15.4 Mln in 2008);

    • Cash deposited in escrow accounts pledged as collateral for loans related to the acquisition of property (EUR 18.7 Mln – EUR 31.7 Mln in 2008).

  • Cash Position of OPG S.A:

  • The cash position of OPG S.A amounts to € 4.5 Mln as at 31 December 2009

  • (before capital increases)

  • as at 31 March 2010

  • Cash Position of OPG S.A amounts to € 0.6 Mln.

  • Consolidated cash Position of OPG Group is an information resulting of the Group consolidation process which is planned at end of May.

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Portfolio value Tommasini, CFO

Financial liabilities

Net Asset Value

Income statement

Adjusted EBITDA

Statutory balance sheet

10 Years Business Plan

Financial review


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Business plan objectives Tommasini, CFO

  • Short term goal: to complete its profitable projects in order to generate rapid cash

  • Short to medium term goal: to take advantage of the market momentum to sell non-strategic or mature assets and to undertake new investments required for the plan’s terminal value creation and realization

  • Short to long term goal: to generate sufficient cash inflows to service the rescheduled debt

  • Long term goal: to position the Company for further growth, while providing superior shareholder returns


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Debt repayment schedule Tommasini, CFO

  • It is proposed to repay 100% of the registered claims, subject to verification, over ten years (based on the schedule above) with effect from the first anniversary of the judgment materializing the Plan

  • This repayment schedule is consistent with the timing of the Group’s property investment and development projects which the economic crisis has delayed well beyond the Group’s main bond maturities of 2013-2014

  • The schedule is such as to cover the Group’s maximum cash outflows based on the following assumptions:

    • The maximum liability under each bond issue, inclusive of bonds’ nominal amounts, repayment premium and all interest payable at the date of the judgment materializing the Plan and accruing throughout the duration of the Plan, assuming that no bonds with equity access are converted or surrendered in payment of the exercise price of share subscription options;

    • The maximum amount of the guarantees provided by OPG as surety for its subsidiaries’ commitments, estimated on the basis of the difference between the latest market value of each applicable property less a discount and the balance remaining due under the corresponding guaranteed loan.


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Business plan cycles Tommasini, CFO

Asset Management period

Stabilized rental revenues + successive cycles of commercial and residential and Bubny

Sale of non-core activities, mature assets and completed developments

Investment in Bubny, new rental and existing land bank

First installments of the safeguard debt

Latest installments of the plan


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ORCO in 2020 Tommasini, CFO

  • Assuming the successful implementation of

  • the business plan, by 2020 Orco shall have:

  • Restructured its balance sheet through debt repayment and further capital increase

  • Improved its risk profile through portfolio diversification

  • Secured a strong revenue stream, which is sustainable throughout various market cycles

  • Fully capitalized on its potential (highly-skilled & experienced team, excellent market exposure, significant landholdings, strong rental portfolio)


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4. Corporate governance Tommasini, CFO


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Corporate governance Tommasini, CFO

Orco is committed to industry best practices with respect to corporate governance. Integrity and ethical behaviour within Orco are all the more important because of the trust our clients place on us.

Orco being also a company listed in four countries, it follows the local corporate governance rules and recommendations applicable in each country, including the recommendations of Euronext since its listing in Paris.

Corporate Governance improvement has been a top priority for the Company. The management reports significant progress made in 2009 in this area.

In addition to the measures already implemented (accounts audited since 1991 origins, asset portfolio assessed by DTZ, an independent expert), Orco decided to apply for the year 2010 the best practices recommended by the European Public Real Estate Association (EPRA), of which Orco has been a member since 2009, and which major quoted real estate companies in Europe follow.


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Board of Directors Tommasini, CFO

The members of the Board of Directors are elected by the general meeting of shareholders for a period not exceeding six years. They are eligible for re-election and they may be removed at any time, with or without cause, by a resolution adopted by the simple majority of the general meeting of shareholders.

During the general meeting of shareholders held on 8 July 2009, the mandate of seven members of the Board of Directors was renewed and another seven members were newly appointed. The new Board of Directors has been enlarged and enriched with the expertise of its new members, being mostly independent and non-executive members.

As of April 26, 2010, the Board of Directors is formed by 12 directors :

3 executive members representing the management of the Company: Mr. Jean-François Ott, Mr. Nicolas Tommasini, Mr. Ales Vobruba;

5 independent members: Mr. Silvano Pedretti, Mr. Guy Wallier, Mr. Bernard Kleiner, Mr. Alexis Juan, and Mr. Robert Coucke;

4 non-executive members representing the shareholders: Geofin, a.s, represented by Mr. Daniel Barc, Prosperita investicni spolecnost, a.s., represented by Mr. Miroslav Kurka, and S.P.M.B. a.s., represented by Ms Eva Janeckova and Ott&Co S.A., represented by Mr. Jean-François Ott.


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Committees of the Board of Directors Tommasini, CFO

The Board of Directors held on September 7, 2009 resolved to create the following committees, whereas the independent and non – executive directors prevail among the members:

Audit Committee:

The Audit Committee reviews Orco’s accounting policies and communication of financial information. Since the appointment of the current Audit Committee, there were two meetings in 2009;

Members of the Audit Committee are Mr. Bernard Kleiner (chairman), Mr. Silvano Pedretti, Mr. Alexis Juan and Mr. Nicolas Tommasini.

Remuneration, Appointment and Related Party Transaction Committee:

The Remuneration Committee presents proposals to the Board of Directors about remuneration and incentive programmes to be offered to the management and the Directors of the Company. Remuneration Committee also deals with related parties transactions. Since the appointment of the current Remuneration Committee, there were two meetings in 2009;

Members of the Remuneration, Appointment and Related Party Transaction Committee are Mr. Guy Wallier (chairman), Mr. Robert Coucke and Mr. Jean-François Ott.


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Committees of the Board of Directors Tommasini, CFO

Restructuring Committee:

The Restructuring Committee focuses on restructuring, cost cutting and other saving efforts within the Orco. Since the appointment of the current Restructuring Committee, there was one meeting in 2009;

Members of the Restructuring Committee are Mr. Alexis Juan (chairman), Prosperita investicni spolecnost a.s. represented by Mr. Miroslav Kurka, Mr. Ales Vobruba and Mr. Jean-François Ott.

Investment and Development Committee:

The Investment and Development Committee focuses on analyses concerning the acquisition, sale or development of real estate assets and projects within the Group. There was no meeting of the Investment and Development Committee since its appointment in September 2009;

Members of the Board of Director’s Investment and Development Committee are Mr. Silvano Pedretti (chairman), Mr. Robert Coucke, Mr. Ales Vobruba and Mr. Nicolas Tommasini.


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Board of Directors : CV’s Tommasini, CFO

  • Ales Vobruba joined the Company in 1995. As Director for Central Europe, he manages Orco in the Czech Republic, Poland, Hungary and Slovakia. Mr. Vobruba is also directly in charge of bank financing for the Group. Previously, Mr. Vobruba worked for PZO Artia, for the Dopravní Stavby Olomouc and for TAP / ARC (construction and advertising). Mr. Vobruba studied foreign trade at VSE (economical university) in Prague. Mr. Vobruba is 50 years old, speaks Czech and English and lives in Prague.

  • Alexis Juan is a senior banker with wide international experience of restructuring, and direct exposure of Central & Eastern Europe. With a doctorate in law, he has built his career in the world of banking, at the Société Générale which he joined in 1968. From 2001 to 2005 he was Chairman and CEO of the Komercni Banka in Prague, the biggest commercial bank in the Czech Republic, organising its integration into the Société Générale. Mr. Juan joined the Board in mid 2009 and is the President of the Board Restructuring Committee and a member of the Audit Committee. He is 66 years old and speaks French, English and Czech and lives in Paris.

  • Bernard Kleiner is a former chartered accountant and Managing Partner of DKM Salustro Reydel. Mr. Kleiner has a front-line experience of audit and management and his profound knowledge of the Czech market. He worked with the Ministry of Finance of the Czecho-Slovak Republic and established the reform of the Czech accounting system in 1992-97. With 23 years' experience as an auditor, he founded an accounting and audit consultancy, and in 2001 was appointed External Trade Consultant to the French government. In 2005 he was appointed Director of Development and International Partnerships. Mr. Kleiner is 59 years old and speaks French, English and Czech and lives in Paris. Mr. Kleiner was elected to the Board of Directors in mid 2009 and is the President of the Audit Committee.

  • Silvano Pedretti has been working for the Company as Vice President between 1993 and 2003. An independent Board member, he is the President of the Board Investment Committee and member of the Audit Committee. Since 2003, he is ‘Conseiller du Commerce Extérieur’ (foreign advisor) for France in the Czech Republic for the sphere of social and economic investment. Other current positions include: President of EC 2009, Director of Euro-franchise, President of the “Union des Français de l’Etranger” and Director of AS 2000. Prior to joining the Company, Mr. Pedretti was a senior manager at Bouygues Immobilier and Eiffage, Paris. He holds a degree in political sciences in construction sciences from ICH Arts et Métiers. Mr. Pedretti is 45 years old and lives in Prague since 1993.

39


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Board of Directors : CV’s Tommasini, CFO

  • Guy Wallier is President of Compagnie Française de Participation Mobilière et Immobilière (CFPMI) and President of L’action Sociale Immobilière (ASI). A former banker Directeur Général with Banque Générale du Commerce, Mr. Wallier is 73 years old and lives in Paris. Mr. Wallier is President of the Board Remuneration Committee. After 9 years at the Board of Orco, Mr. Wallier has recently informed the Board that he doesn’t wish to carry a new mandate.

  • Robert Coucke is a property developer and long-time individual shareholder in the Company. Mr. Coucke has experience of major groups and his knowledge of French real estate development. His career has been made entirely in the property sector. He worked notably with the Pelège Group, Efidis, and the Eiffage group. Since 2002 he has been operations manager at Sogeprom, a French property developer. Mr. Coucke joined the Board in mid 2009, as representative of small retail shareholders and is a member of the Board Remuneration and Investment Committees. Mr. Coucke is 58 years old and speaks French and English and lives in Paris.

  • Ott&Co S.A. (formerly Orco Holding S.A.) is a société anonyme incorporated on 22 February 1994 and is governed by the laws of Luxembourg. Its registered office is located at 38, Parc d’activités Capellen, L-8308 Capellen, and is registered with the Luxembourg Register of Commerce and Companies of Luxembourg under B-46.918. Mr. Jean-François Ott is acting as permanent legal representative for Ott&Co S.A.

  • Prosperita investiční společnost, a.s., is an akciová společnost specialised in private equity and listed investments. Its registered office is located at Ostrava, Moravská Ostrava, Nádražní 213/10, PSČ 70200, and registered in the Commercial Register maintained by Municipal Court in Ostrava in Section B, file 2879 Identification No.: 26857791. Mr. Miroslav Kurka is acting as permanent legal representative for PROSPERITA investiční společnost, a.s. in its capacity as director of the Company.

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Board of Directors : CV’s Tommasini, CFO

  • S.P.M.B. a.s., is an akciová společnost incorporated on 30 April 1992 and governed by the laws of Czech Republic. Its registered office is located at Brno, Řípská 1142/20, okres Brno-město, PSČ 62700, and registered in the Commercial Register maintained by Municipal Court in Brno in Section B, file 768 Identification No.: 46347178. Ms. Eva Janečková is acting as permanent legal representative for S.P.M.B, a.s. in its capacity as director of the Company. S.P.M.B, a.s. is managed by a board of directors composed of four members (Mr. Miroslav Kurka, Mr. Miroslav Ševčík, Mr. Zdeněk Raška and Mr. Jiří Schwarz).

  • Geofin, a.s., is a akciová společnost incorporated on 25 June 1997 and governed by the laws of Czech Republic. Its registered office is located at Ostrava, Moravská Ostrava, Velká 2984/23, PSČ 70200, and registered in the Commercial Register maintained by Municipal Court in Ostrava in Section B, file 2542 Identification No.: 25342533. Mr. Daniel Barč is acting as permanent legal representative for Geofin, a.s. in its capacity as director of the Company. Geofin, a.s. is managed by a board of directors composed of five members (Mr. Daneš Zátorský, Mr. Jaroslav Paclt, Mr. Jan Březina, Mr. Pavel Tesařík and Mr. Vítězslav Krnáč).

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5. Questions and answers Tommasini, CFO


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  • Information required by three shareholders of the Company, namely Millenius Investments S.A., Clannathone Stern S.A. and Bugle Investments Ltd. (the “Shareholders acting in Concert”):

    - 5.1 Report relating to the current legal and financial situation of the Company and concerning the current state of the treasury as at 31 March 2010, drawn up by the board of directors and the auditors (réviseurs d’entreprises) of the Company, dealing more particularly with the contemplated debt restructuring project of the Company;

    Please refer to the point 3 of this presentation

    - 5.2 Report about the sauvegarde procedure undertaken by the Company in France with the Tribunal de Commerce de Paris, and explanation of the well founded of such procedure and explanations regarding the decision taken by the board of directors to transfer the center of main interests of the Company to Paris without prior approval of the shareholders of the Company

    Please refer to the point 1.B. of this presentation and following explanations

    1. On March 25, 2009, the Paris Commercial Court, (‘the Court‘) opened a safeguard proceeding concerning OPG for an initial six-months observation period and appointed Me Laurent Le Guernevé as judicial administrator ("administrateur judiciaire") and Me Valérie Leloup-Thomas as judicial receiver ("mandataire judiciaire").

    On September 7, 2009, the Main Suppliers' Committee accepted the draft safeguard plan proposed by the company.

    Further to the rejection, on September 24, 2009, by the Bondholders' Safeguard Assembly of the draft safeguard plan proposed by OPG, even after it had been modified further to the discussions with bondholders, the Court extended the safeguard observation period until March 25, 2010.

    Court then extended the safeguard observation period until June 25, 2010.


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In the meantime, OPG has amended its proposed safeguard plan which now provides for the repayment of OPG's liabilities over a period of ten years. Safeguard plan has been circulated to creditors on March 31st, 2010 by the judicial receiver.

Hearing is scheduled on May 12, 2010, where the proposed safeguard plan will be presented by OPG to the Court.

Court will either adopt the plan (as proposed or as amended by the Court within its powers), thus ending the observation period, or reject it and open, as the case may be, reorganization or liquidation proceedings.

2. Safeguard allows a company with difficulties to continue its activities without paying the liabilities it incurred prior to the opening of safeguard as and when they fall due, but must use this time to renegotiate such indebtedness with its creditors and prepare a "Safeguard plan", which will provide for the repayment of such liabilities.

Safeguard proceeding therefore provides time and legal framework to assist the management in renegotiating the company's indebtedness.

Considering the situation of OPG prevailing at the time, the opening of the safeguard proceeding was well grounded.

Court indeed ruled that OPG did experience difficulties that it could not overcome by itself, which warranted the opening of the safeguard. This ruling has not been challenged by any creditor.

3. Center of main interests is purely factual concept used by European Courts to assess whether they can open proceedings such as the safeguard with respect to a particular company. It results from combination of number of factors among which, for the Court, the listing of a significant part of OPG shares in Paris was prominent.

It therefore does not belong to the board of directors to decide where the center of main interests shall be located nor, consequently, to transfer it.

OPG has always had business across a wide range of countries. Due to evolution of OPG's business, the management team has gradually been led to carry out major part of its activities from Paris, which has led the Court, along with other significant factors such as the listing of OPG shares in Paris, to rule that OPG had, at the time of the opening of the safeguard, its center of main interests in Paris.

In no case, it means that the registered office of the Company has been transferred to Paris. Hence no shareholders’ approval is required.


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- 5.3 Explanations concerning the well founded of the proposition made to the holders of Warrants 2014 regarding the amendment to the parity of exchange and the proposition to exercise the Warrants 2014 namely by the transfer of Orco Germany S.A. bonds despite the fact that those propositions are made without prior approval of the shareholders and that such measures could have a dilutive effect vis-à-vis the shareholders

- The negative vote of the General Assembly of Bondholders on September 24, 2009 blocked the much needed reduction

of the indebtedness of the ORCO group.

- The Safeguard procedure being very strict in terms of non repayment of claims existing before the opening of the

procedure, compensation between claims is thus not allowed except in the case of claims which are connex (meaning that they stem from the same contract).

- A perfectly legally acceptable mean to reduce the indebtedness of the ORCO group was thus identified: the prospectus

of the 2014 Bonds with Warrants attached issue was providing for the payment by compensation of the exercise of 2014

Warrants by remittance of 2014 Bonds.

  - Financially, this scheme was very attractive for ORCO as it allowed the transformation of 2014 Bonds into equity thus

reducing the indebtedness. In order to reach a significant reduction of debt, potentially equal to the full amount of

the outstanding 2014 Bonds of 175 million euros, the exercise ratio of 2014 Warrants had to be increased from 1.6

ORCO shares per Warrant to 8.4 ORCO shares per Warrant. In order to generate this reduction of debt as quickly as

possible, it was proposed to limit this increase of the exercise ratio to February 15, 2010.

- The implementation of this scheme was however rejected by the 2014 Bondholders Meeting convened for its adoption.

- Following informal discussions with ORCO Germany Bondholders, it appeared that they were much more opened to the

equitization of their Bonds than was the case for the ORCO 2014 Bondholders. This is the reason why it was envisaged

to open to them a similar scheme offering them the possibility to remit their Bonds in payment of the exercise of

2014 Warrants over a period of time limited to the year 2010.

- ORCO would then in exchange for ORCO shares, have become a creditor of its subsidiary, thus reducing the level of

debt of the group vis-à-vis external creditors. This scheme was however finally not put to the vote of the 2014

Warrantholders.


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6. Agenda points of the Annual General Meeting proposition made to the holders of Warrants 2014 regarding the amendment to the parity of exchange and the proposition to exercise the Warrants 2014 namely by the transfer of Orco Germany S.A. bonds despite the fact that those propositions are made without prior approval of the shareholders and that such measures could have a dilutive effect vis-à-vis the shareholders


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6. Agenda points of the Annual General Meeting proposition made to the holders of Warrants 2014 regarding the amendment to the parity of exchange and the proposition to exercise the Warrants 2014 namely by the transfer of Orco Germany S.A. bonds despite the fact that those propositions are made without prior approval of the shareholders and that such measures could have a dilutive effect vis-à-vis the shareholders

  • Presentation of the reports of the Board of Directors and of the auditors

  • Pleaserefer to the points 1, 2 and 3 of thispresentation

  • Presentation and approval of the consolidated accounts and annual accounts for the financial year ending on 31 December 2009

  • Pleaserefer to the point 3 of thispresentation and to the annual report including the Management report the Consolidatedfinancialstatements and the Statutoryfinancialstatements

  • Allocation of the results


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  • Discharge to be granted to the members of the Board of Directors and to the auditors for the year ending on 31 December 2009;

    As a matter of Luxembourg corporate law, the general meeting of shareholders approving the company’s financial statements shall vote specifically as to whether discharge is given to the directors. Such discharge is only valid if the balance sheet contains no omission or false information concealing the true situation of the company.

    The auditors are in an agency relationship with the Company. The general meeting of shareholders may decide to give them a discharge for the performance of their duties in relation with the financial year 2009. Such discharge is only valid with regard to the matters and actions disclosed by the auditors to the general meeting of shareholders.

  • Information required by three shareholders of the Company, namely Millenius Investments S.A., Clannathone Stern S.A. and Bugle Investments Ltd. (the “Shareholders acting in Concert”):

    - 5.1 Report relating to the current legal and financial situation of the Company and concerning the current state of the treasury as at 31 March 2010, drawn up by the board of directors and the auditors (réviseurs d’entreprises) of the Company, dealing more particularly with the contemplated debt restructuring project of the Company;

    - 5.2 Report about the sauvegarde procedure undertaken by the Company in France with the Tribunal de Commerce de Paris, and explanation of the well founded of such procedure and explanations regarding the decision taken by the board of directors to transfer the center of main interests of the Company to Paris without prior approval of the shareholders of the Company

    - 5.3 Explanations concerning the well founded of the proposition made to the holders of Warrants 2014 regarding the amendment to the parity of exchange and the proposition to exercise the Warrants 2014 namely by the transfer of Orco Germany S.A. bonds despite the fact that those propositions are made without prior approval of the shareholders and that such measures could have a dilutive effect vis-à-vis the shareholders


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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

  • Ratification by the shareholders, to the extent necessary, of the acts undertaken by the Board of Directors of the Company in relation to the matters described in the above mentioned item 5 of the agenda

    The Luxembourg law provides that the general meeting of shareholders shall have the widest powers to adopt or ratify any action relating to the company. By ratifying the acts undertaken by the Board of Directors, the general meeting of shareholders confirms the actions that have already been performed by the Board of Directors for and on behalf of the Company.

  • Approval of an authorization granted to the Company to acquire its own shares and approval of the terms and conditions which set such authorization;

    Under the Article 8 of the Company’s Articles of Associations, the Company may acquire its own shares, either on its own or through a person acting in its own name but for the account of the Company, provided such authorization to acquire Company’s shares is granted by the General Meeting, which shall set the modalities governing the purchases considered, and in particular the maximum number of shares  to be acquired, the period for which the authorization is granted, which may not exceed eighteen months, and in case of a purchase against valuable consideration, the minimum and maximum consideration.

    It is proposed that the General Meeting approves and authorizes the Company to acquire its shares. Such authorization given to the Board of Directors of the Company is in the best interest of the Company. Share buy back program can be used in order to fund share exchange offers for small acquisitions, payment of any acquisition done within the Group, payment of debt done within the Group (subject to safeguard requirements), conversion of bonds and/or warrants issued by the Company, improvement of the efficiency of the balance sheet, stock option plans, enhancement of shareholder value, and to have the flexibility to intervene in the market for the shares when necessary through a liquidity provider.

    Such authorization shall be granted for a period of 18 months, following the day of the present General Meeting, and the par value or, lacking any par value, the accounting par value of shares thus acquired, inclusive of the shares which the Company would have previously acquired and would hold in this portfolio, as well as any shares acquired by a person acting in its own name but for the account of the Company, may not case exceed 10% of the subscribed share capital of the Company. The purchase price in case of acquiring of own shares will be determined on the basis of the 5 trading days volume weighted average price plus or minus a 15% margin.


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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

  • [resolution which differs from the one proposed by the Shareholders acting in Concert, see information below1] Acknowledgment of the resignation dated 2 March 2010 of Central European Real Estate Management S.A. IN LIQUIDATION, a Luxembourg limited liability company (société anonyme), having its registered office at 40, Parc d’Activités Capellen, L-8308 Capellen, registered with the Luxembourg Trade and Companies Register under number B101.753, represented by M. Jean-François OTT, residing at 25, rue Balzac, F-75406 Paris (“CEREM”)

    9. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of OTT&CO S.A., a

    Luxembourg limited liability company (société anonyme), having its registered office at 38, Parc d’Activités

    Capellen, L-8308 Capellen, registered with the Luxembourg Trade and Companies Register under number

    B46.918, represented by M. Jean-François OTT, residing at 25, rue Balzac, F-75403 Paris, acting as

    director of the Company (“OTT&CO”)

    10. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of SPMB a.s., a

    Czech company, having its registered office at 1142/20, Ripska, CZ-62700 Brno, registered with the

    Ministerstvo spravedlnosti Ceské republiky under number IC 46347178, represented by par Mrs. Eva

    JANECKOVA, residing at 1558/7, Podeslí, Studentaská, CZ-736 01 Havírov, acting as director of the

    Company (“SPMB”)

    11. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of PROSPERITA

    INVESTICNI SPOLECNOST a.s., a Czech company, having its registered office at 751, U Centrumu, CZ-

    73514, Orlova Lutyne, registered with the Ministerstvo spravedlnosti Ceské republiky under number IC

    26857791, represented by M. Miroslav KURKA, residing at 956/11, Lhotka, Mirotcká, CZ-140 00 Praha 4, acting as director of the Company (“PROSPERITA”)

50


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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

12. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of GEOFIN a.s., a

Czech company, having its registered office at 2984/23, Velka-Trimex office centrum, CZ-70200 Moravská

– Ostrava, registered with the Ministerstvo spravedlnosti Ceské republiky under number IC 25342533,

represented by M. Daniel BARC, residing at 2984/23, Velka – Trimex office centrum, CZ-70200 Moravská

– Ostrava, acting as director of the Company (“GEOFIN”)

13. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Jean-François

OTT, residing at 25, rue Balzac, F-75403 Paris, acting as director of the Company (“M. Jean-François

OTT”)

14. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Ales

VOBRUBA, residing at 2845/43, Premyslovska, CZ-13000 Prague, acting as director of the Company (“M.

Ales VOBRUBA”)

15. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Silvano

PEDRETTI, residing at 8a, Nad Petruskou, CZ-12000 Prague, acting as director of the Company (“M.

Silvano PEDRETTI”)

16. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Bernard

Kleiner, residing at 36, rue du Président Wilson, F-92300 Levallois Perret, acting as director of the

Company (“M. Bernard Kleiner”)

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

17. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Nicolas

TOMMASINI, residing at 25, rue Balzac, F-75403 Paris, acting as director of the Company (“M. Nicolas

TOMMASINI”)

18. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Alexis JUAN,

residing at 201, rue de Grenelle, F-75007 Paris, acting as director of the Company (“M. Alexis JUAN”)

19. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Robert

COUCKE, residing at 64, rue de Billancourt, F-92100 Boulogne-Billancourt, acting as director of the

Company (“M. Robert COUCKE”)

20. [resolution proposed by the Shareholders acting in Concert] Dismissal, with no delay, of M. Guy WALLIER

residing at 192, avenue Victor Hugo, F-75116 Paris, acting as director of the Company (“M. Guy

WALLIER”)

21. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr. Patrick

AUBART, accountant, born on 24 February 1951 in Neuilly-Sur-Seine (France), residing at 4 Square Henri

Bataille, F-75016 Paris (France), as new director of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

22. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mrs.

Anne-Marie de CHALAMBERT, company director, born on 7 June 1943 in Neuilly-sur-Seine (France),

residing at 101 avenue Henri Martin, F-75016 Paris (France), as new director of the Company until the

ordinary general meeting concerning the approval of the annual accounts of the Company relating to the

accounting year ending 31 December 2012

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

23. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr. Jean

COEROLI, company director, born on 3 January 1951 in Ajaccio (France), residing at 2 avenue Vion

Whitcomb F-75016 Paris (France), as new director of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

24. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr. Jean-

Pierre MATTEI, consultant, born on 10 April 1950 in Paris (France), residing at 34 avenue Montaigne, F-

75008 Paris (France), as new director of the Company until the ordinary general meeting concerning the

approval of the annual accounts of the Company relating to the accounting year ending 31 December

2012

25. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr. Jean

VAN DEN ESCH, company director, born on 26 August 1948 in Paris (France), residing at 49, rue Guy Le

Rouge, F-78730 Rochefort-en-Yvelines (France), as new director of the Company until the ordinary

general meeting concerning the approval of the annual accounts of the Company relating to the

accounting year ending 31 December 2012

26. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr. Mario

BRERO, company director, born on 29 March 1946 in Lausanne (Suisse), residing at 36, rue de

Montchoisy, CH-1207, Genève (Suisse), as new director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

27. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr. Emil

FERENCZY, company director, born on 30 April 1960 in Budapest (Hongary), residing at 11A, Chemin des

Tattes, CH-1222 Vesenaz, Genève (Suisse), as new director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

28. [resolution proposed by the Shareholders acting in Concert] Decision to appoint, with no delay, Mr.

Michael CHIDIAC, company director, born on 29 June 1966, at Beirut (Lebanon), residing at 22, avenue

Monterey, L-2163 Luxembourg (Luxembourg), as new director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

29. Renewal of the mandate of OTT&CO as director of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

30. Renewal of the mandate of M. Jean-François OTT, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

31. Renewal of the mandate of M. Ales VOBRUBA, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

32. Renewal of the mandate of M. Silvano PEDRETTI, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

33. Renewal of the mandate of M. Bernard Kleiner, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

34. Renewal of the mandate of M. Nicolas TOMMASINI, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

35. Renewal of the mandate of M. Alexis JUAN, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

36. Renewal of the mandate of M. Robert COUCKE, as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

37. Renewal of the mandate of M. Guy WALLIER as director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

38. Renewal of the mandate of SPMB, as director of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

39. Renewal of the mandate of PROSPERITA, as director of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

40. Renewal of the mandate of GEOFIN as director of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

41. Authorization granted, in accordance with Article 13 of the articles of association of the Company, to the

Board of Directors to delegate all or part of its powers regarding the daily management of the Company to

M. Jean-François OTT to be appointed as managing director of the Company until the ordinary general

meeting concerning the approval of the annual accounts of the Company relating to the accounting year

ending 31 December 2012

The delegation of certain executive powers to the managing director by the general meeting is proposed in order to facilitate the conduction of the daily business and affairs of the Company. It also helps to increase the Company’s reactivity which is in current situation essential to manage the business of the Company most efficiently. Granting this authorisation to the managing director will not abrogate the Board of Directors’ exclusive and ultimate competence in important and major business decisions of the Company and in cases exclusively reserved to the Board of Directors under the Company’s articles of association or applicable laws. The appointment of a managing director is a common practice for listed companies and Jean-François OTT has been in the past repeatedly granted this authorization by the general meeting.

According to Article 13 of the Company’s articles of association the daily management functions entrusted to the managing director would include the realisation and the pursue of all transactions and operations basically approved by the Board of Directors. Within this scope, acts of daily management may include particularly all management and provisional operations, including the realisation and the pursue of acquisitions of real estate and securities, the establishment of financings, the taking of participating interests and the placing at disposal of loans, warranties and guarantees to group companies, without such list being limitative.

The Company can be bound by the single signature of the managing director acting within the delegated responsibilities.

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6. Agenda points of the Annual General Meeting Directors and to the auditors for the year ending on 31 December 2009;

42. Ratification of the mandate of PricewaterHouseCoopers, having its registered office at 400 route d’Esch,

L-1471 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B

65477 and HRT Revisions S.A., having its registered office at 23 Val Fleuri, L-1516 Luxembourg,

registered with the Luxembourg Trade and Companies Register under number B 51238 as auditors

(réviseurs d’entreprises) of the Company for the ordinary general meeting concerning the approval of the

annual accounts of the Company relating to the accounting year ending 31 December 2009 and renewal of

their mandate as auditors (réviseurs d’entreprises) of the Company until the ordinary general meeting

concerning the approval of the annual accounts of the Company relating to the accounting year ending 31

December 2012

  • Miscellaneous

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