ORCO Germany S.A.: NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 29, 2012

NOTICE OF THE BONDHOLDERS MEETING TO BE HELD ON MAY 29, 2012 AT 42, RUE DE LA VALLEE L-2661 LUXEMBOURG AT 9:30 AM CET
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A general meeting of the holders of the EUR 100.100.052,00 bonds (the 'Bondholders'), registered under ISIN code: XS0302623953 (the 'OG Bonds') as described under the Prospectus (as defined below) issued by the Company with redeemable warrants attached under ISIN code: XS0302626899 on May 24, 2007 pursuant to a prospectus approved by the Commission de Surveillance du Secteur Financier (the 'CSSF') on May 24, 2007 (the 'Prospectus'), will be held at 42, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, on May 29, 2012 at 9:30 AM Central European time ('CET') (the 'Bondholders Meeting'), in order to consider and resolve on the following agenda:

AGENDA

1. Decision to clarify the decision taken by the general meeting of the Bondholders on 7 May 2012 related to the amendments to the terms and conditions of the OG Bonds, and in particular to clarify that the payment date of the interest on the OG Bonds that is due on 30 May 2012, shall be aligned to the new maturity of the OG Bonds, as follows:

A. to 31 December 2012, with immediate effect;

B. by exception to paragraph A above and provided that Orco Property Group S.A., a Luxembourg société anonyme, having its registered office at 42, rue de la Vallée, L-2661 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 44.996 ('OPG') decides to repay the Second Payment Amount under the OCA in cash in immediately available funds, in such case the outstanding OG Bonds shall immediately mature at the date of such repayment and be repayable by OPG at a price of EUR 872.04 per one OG Bond, which sum shall be deemed to include this amended interest payment;

C. to 30 May 2050 with effect as of the date of the issuance of the OG New Notes Consideration.

2. Miscellaneous.

The terms 'OG New Notes Consideration', the 'Second Payment Amount' and the 'OCA' contained in the agenda are as such terms are defined in Annex A to the minutes of the meeting of the Bondholders held on 7 May 2012 at 9:30 AM CET.

* * * *

The Bondholders Meeting shall not validly deliberate on the agenda mentioned above, unless at least one half of the total number of the OG Bonds outstanding at the time of the Bondholders Meeting is represented.

If such proportion of the total number of the OG Bonds is not met, a second meeting may be convened, by means of notices published twice at eight days interval at least and eight days before the meeting in the Mémorial C, Recueil des Sociétés et Associations and in a Luxembourg newspaper. The second meeting shall validly deliberate regardless of the proportion of the OG Bonds represented.

At both meetings, resolutions, in order to be adopted, must be carried by at least two thirds (2/3) of the votes cast by the Bondholders present or represented.

The Bondholders participation form which is necessary to participate to the Bondholders Meeting is at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or to the relevant central registration bank.

The auditor's report on review of interim financial information of the Company, to be presented to the Bondholders Meeting is at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or upon request to the financial intermediaries or to the relevant central registration bank.

The report of the Company's board of directors, explaining the reasons for the clarification on the payment date of the interest on the OG Bonds that is due on 30 May 2012, to be presented to the Bondholders Meeting is at the disposal of the Bondholders as from the date of publication of the present notice, at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or to the relevant central registration bank.

Copies of the Prospectus and of the articles of association of the Company are available on the Company's website at www.orcogermany.de and at the registered office of the Company upon request.

The board of directors of the Company would like to point out that for Bondholders whose ownership is directly or indirectly recorded in the Bond registry of the Company, the conditions for attendance or representation at the Bondholders Meeting are as follows:

1. Conditions for personal attendance

-i- Bondholders whose ownership is indirectly recorded in the bond registry of the Company

Bondholders whose ownership is indirectly recorded in the bond registry of the Company and who elect to attend the Bondholders Meeting in person must use their usual applicable contacting method for informing their financial intermediary, with whom their OG Bonds are on deposit, accordingly. They must further request their financial intermediary, with whom their OG Bonds are on deposit, to send a Bondholders blocking certificate (the 'Bondholders blocking certificate') for their OG Bonds to the relevant central registration bank no later than 5 business days prior to the Bondholders Meeting.

Such blocking certificate must indicate clearly the precise identity of the Bondholder, the number of OG Bonds being blocked, the date such OG Bonds are being blocked, which must be no later than May 24, 2012 and a statement that the relevant OG Bonds are registered in the local bank or brokers records in the holder's name and shall be blocked until the close of the Bondholders Meeting.

The Bondholders must bring a copy of the Bondholders blocking certificate to the Bondholders Meeting.

The Bondholders shall also announce their intention to participate at the Bondholders Meeting by completing, signing, dating and returning on May 24, 2012 at the latest to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique'), the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank.

-ii- Bondholders whose ownership is directly recorded in the bond registry of the Company

Bondholders whose ownership is directly recorded in the bond registry of the Company, shall announce their intention to participate to the Bondholders Meeting by completing, signing, dating and returning on May 24, 2012, at the latest to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank.

2. Conditions for proxy voting or granting a mandate

-i- Bondholders whose ownership is indirectly recorded in the bond registry of the Company

Bondholders whose ownership is indirectly recorded in the bond registry of the Company and who are unable to attend the Bondholders Meeting in person, may give a voting instruction to a third party that the Bondholder designates.

Prior to giving voting instructions to a proxy, this Bondholder must a) have obtained and delivered to the relevant central registration bank the Bondholders blocking certificate described above (see 'Conditions for personal attendance'), and b) complete, sign and date the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank, indicating the name of the proxy.

The completed, signed and dated Bondholders participation form must be returned to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') on May 24, 2012, at the latest, in order to have that name recorded on the registration list of the Bondholders Meeting.

If a Bondholder wishes to be represented by a proxy other than the Chairman of the Bondholders Meeting, then this holder must (a) have obtained and delivered to the relevant central registration bank the Bondholders blocking certificate described above (see 'Conditions for personal attendance'), and (b) complete, sign and date the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank, indicating the name of the proxy. The completed, signed and dated Bondholders participation form must be returned to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') on May 24, 2012, at the latest, in order to have that name recorded on the registration list of the 2012 Bondholders Meeting.

Bondholders who have obtained the Bondholders blocking certificate and have executed a Bondholders participation form but who wish to revoke such proxy may do so at any time by timely delivering a properly executed, later dated participation form no later than May 24, 2012, at the latest, or by properly attending and voting in person at the Bondholders Meeting.

Simply attending the Bondholders Meeting without voting will not revoke the proxy.

-ii- Bondholders whose ownership is directly recorded in the bond registry of the Company.

Bondholders whose ownership is directly recorded in the bond registry of the Company must complete, sign and date the Bondholders participation form that can be obtained at the registered office of the Company upon request or downloaded from the Company's website at www.orcogermany.de or ultimately upon request to the financial intermediaries or the relevant central registration bank.

The completed, signed and dated Bondholders participation form must be returned to the relevant central registration bank or to the Company (C/O 'Orco Germany S.A., 42, rue de la Vallée, L-2661 Luxembourg, to Mr. Christophe Le Priol or Mrs. Françoise de Jongh, département juridique') on May 24, 2012, at the latest.

3. Request for information and central registration banks

Bondholders looking for more information can do so by:

(i) contacting the Company's services directly:

- At the registered office of the Company- Legal Department

Tel.: +352 26 47 67 1

Fax.: +352 26 47 67 67

(ii) contacting one of the central registration banks :

- For OG Bonds that are included in the Clearstream Banking or Euroclear Bank system and that are admitted to trading on the Euro MTF:

BNP Paribas Security Services - Lucie Maiore, Rudolf Voigtlander

33 rue Gasperich Howald,

Hesperange L-2085, Luxembourg

Tel: +352 26 96 23 89, +352 26 96 62 445

lux.ostdomiciliees@bnpparibas.com

Luxembourg, May 11, 2012

The Board of directors of the Company.