Notice of Meeting of the Holders of the Notes
Glitnir Holdco ehf. (the “Issuer”)
EUR 1,585,774,666 (Remaining balance EUR 870,318,019)
Convertible Notes due 2030 (the “Notes”)
Terms not defined in this notice shall have the meaning given to them in the Conditions of the Notes or in the Deed of Issuance, as defined in the Conditions.
Reference is made to a notice, dated 2 August 2016, whereby the Board of Directors of Glitnir HoldCo ehf., id. No. 550500-3530 (the “Issuer”) gave notice to a meeting of the Holders of the Notes on 16 August 2016. As previously notified, the meeting will be held at Hilton Reykjavík Nordica, Suðurlandsbraut 2, Reykjavík, and will start at 1.30 pm.
The meeting is convened to vote on (a) an Ordinary Resolution to amend paragraph 12 of Schedule 2 to the Deed of Issuance, to permit proxies for a meeting of Holders to be submitted by electronic mail; and (b) an Ordinary Resolution to amend certain provisions of the Conditions, as further described in this Notice. The purpose of the proposed amendments to the Conditions is to provide the Board of Directors of the Issuer with additional flexibility to achieve the timely monetisation of its assets and subsequent distribution of proceeds to the Holders. Certain of the existing assets of the Issuer are subject to contractual restrictions which may limit the means by which they can be monetised (these assets being referred to below as "Restricted Assets"); the proposed amendments to the Conditions would enable the Board of Directors of the Issuer to create asset-backed or asset-linked debt instruments issued by the Issuer but on a limited recourse basis, i.e. each such issuance of debt would be limited in recourse solely to the recoveries received by the Issuer on the Restricted Assets identified as backing or linked to the debt incurred in that issuance. The holders of the debt raised on such a basis would have no recourse to the other assets of the Issuer and the net proceeds of the issuance of such debt would be applied only in or towards the redemption of the Notes. Although there are no present plans to issue any such limited recourse debt, the proposed amendments would provide immediate flexibility if conditions arose where the Board of Directors decided that pursuit of such a strategy would be of benefit to Holders.
The Board of Directors of the Issuer, Glitnir HoldCo ehf., therefore proposes the following Ordinary Resolutions for consideration by the Holders:
1. that paragraph 12 of Schedule 2 (Provisions for Meetings of Holders) to the Deed of Issuance be amended to read as follows:
2. "that the definition of “Permitted Indebtedness” and “Permitted Security”, as defined in the Terms and Conditions of the Notes will be replaced with the following wording (changes highlighted with underlined text).
„Permitted Indebtedness“ means any Indebtedness:
(A) which is existing as at the Issue Date and is not discharged by the Composition; or
(B) arising under or pursuant to the issue of the Notes or the entry into of any Finance Documents; or
(C) arising under or pursuant to the Deed of Indemnity; or
(D) arising under or pursuant to, or contemplated by, the (i) Assignment Agreement; (ii) the Modified Stability Proposal; or (iii) the Composition Proposal or, in each case, the entry into any documents in relation thereto; or
(E) owed by a member of the Glitnir Group to another member of the Glitnir Group; or
(F) incurred by the Issuer on terms that (i) that Indebtedness is limited in recourse to certain designated assets of the Issuer only and that no recourse may be asserted, sought or obtained against any other assets of the Issuer or any other member of the Glitnir Group; (ii) do not breach the terms of any contract or other arrangement binding on the Issuer (whether or not relating to those designated assets); and (iii) the net proceeds of issuance or incurrence of any such Indebtedness must be applied in or towards redemption of the Notes, as follows: (A) by inclusion in the Available Redemption Funds to be applied on the Quarterly Redemption Date immediately following the date of receipt by the Issuer of such net proceeds, provided that such net proceeds have been received by the Issuer by the Business Day immediately preceding the First Notification Date in respect of that Quarterly Redemption Date; or (B) if sub-paragraph (A) above does not apply, by optional redemption of the Notes as soon as reasonably practicable, in accordance with Condition 6.3; or
(G) which does not fall within any of the sub-paragraphs (A) to (F) and which in aggregate does not exceed EUR 5,000,000 or its equivalent at any time.
„Permitted Security“ means:
(A) any Security Interest which is existing as at the Issue Date; or
(B) any netting or set-off arrangement entered into in the ordinary course of the Issuer‘s banking arrangements for the purpose of netting debit and credit balances; or
(C) any lien arising by operation of law and in the ordinary course of the Issuer‘s business; or
(D) any Security Interest entered into in connection with paragraph (C), (D) and (F) of the definition of „Permitted Indebtedness“; or
(E) any Security Interest arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Issuer on the supplier‘s standard or usual terms."
The Conditions and the Deed of Issuance specify that a quorum of any meeting of Holders convened to vote on an Ordinary Resolution shall be one or more Persons holding or representing more than 25% of the aggregate principal amount of the Notes then outstanding or, at any adjourned meeting, one or more Persons being or representing Noteholders, whatever the principal amount of Notes held or represented.
Proxies and Voting
Holders are reminded of the following provisions of Schedule 2 to the Deed of Issuance (Provisions of Meetings of Noteholders):
“8. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) which he may have as a Holder, holder of a voting certificate or as a proxy.
9. At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer or by one or more persons holding one or more Notes in physical form or being proxies (whatever the principal amount of the Notes so held or represented by him), a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
12. [in its current form before the Meeting] Holders may by means of a written, dated and witnessed proxy grant a third party authority to attend and speak at a Holders' meeting and wield their voting right. If it was impracticable to obtain the original of the proxy before the meeting, a copy may be accepted at the sole discretion of the chairman provided that the original is sent to the Issuer without delay.
14. At any meeting on a show of hands every person who is present in person and who produces a Note in physical form or is a proxy shall have one vote and on a poll every person who is so present shall have one vote in respect of each €1 in principal amount of Notes so produced or in respect of which he is a proxy. Without prejudice to the obligations of proxies named in any block voting instruction, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.”
A resolution passed by a majority consisting of more than 50% of the votes cast at a meeting of Holders duly convened and held in accordance with the provisions of the Deed of Issuance will constitute an Ordinary Resolution, binding upon all Holders, whether or not present at the meeting, and each of the Holders shall be obliged to give effect to it accordingly, in accordance with paragraph 16 of Schedule 2 to the Deed of Issuance.
Reykjavik, 8 August 2016
On behalf of Glitnir HoldCo ehf.