ORCO Germany S.A.: Extraordinary General Meeting of shareholders held on 26 April 2012

ORCO Germany S.A. - Extraordinary General Meeting of shareholders held on 26 April 2012

27 April 2012 - The extraordinary general meeting of shareholders of Orco Germany S.A. (the 'Company') was held at the registered offices of the Company in Luxembourg on 26 April 2012 (the 'General Meeting'), with approximately 88% of the voting rights present or represented.

The shareholders resolved on several items related to the planned restructuring of up to 148,077 bonds issued by the Company on 24 May 2007, registered under ISIN code XS0302623953 (the 'OG Bonds').

The shareholders resolved to decrease the share capital of the Company from its previous amount of EUR 60,964,166.25 to EUR 4,877,133.30 without cancellation of shares, by decreasing the accounting par value of the existing shares from EUR 1.25 to EUR 0.10 per share with allocation of the reduction proceeds to a reserve.

The shareholders also approved in principle an increase of the share capital from EUR 4,877,133.30 by up to EUR 18,136,104.90 through the issuance of up to 181,361,049 new shares of the Company at an issue price of EUR 0.712 per share against the contribution in kind to the Company of OG Bonds. Said approval in principle is subject to the implementation of the substitution of approximately 85% of the OG Bonds into convertible bonds (obligations convertibles en actions) to be issued by Orco Property Group S.A. ('OPG') as a result of which OPG would have received OG Bonds which will be contributed to the Company in relation to the capital increase and the implementation of such capital increase was delegated to the decision of the board of directors within the framework of the Company's authorized capital.

The shareholders also resolved to set the existing authorised share capital to an amount of EUR 100,000,000 for a period of 5 years from the date of the General Meeting.

Finally, the shareholders approved several technical resolutions to amend the articles of associations of the Company in order to reflect the above resolutions and to conform the articles with changes in Luxembourg law. A consolidated version of the Company's amended articles of association will soon be available on the Company's website: www.orcogermany.de.

For more information, please contact us at generalmeetings@orcogermany.de