Blue Marlin Holdings S.A. (the "Company")

Notice to Shareholders - Extraordinary General Meeting - rescheduled

Registered office: 56, rue Charles Martel

L-2134 Luxembourg

RCS Luxembourg: B 49.429

Notice is hereby given of the rescheduling of an Extraordinary General Meeting of the Shareholders of the Company (the "Meeting").

The Extraordinary General Meeting that was scheduled for 20 November 2020 is rescheduled to be held before Notary Wersandt, residing in 101 avenue de Luxembourg, L-4940 Bascharage (Grand- Duchy of Luxembourg) at 10:00h (CET) on 30 November 2020 or on a later date as soon as possible thereafter, at the office of the Notary. The agenda items remain unchanged.

Agenda for Extraordinary General Meeting

  1. To approve the dissolution of the Company and the decision to put the Company into voluntary liquidation (liquidation volontaire).
  2. To approve a special reward of EUR 15,000 to Marcel Ernzer, EUR 15,000 to Steven Georgala and EUR 70,000 to Rob Mooij, in recognition for their valuable contribution to the Company.
  3. To approve the discharge of the directors and the auditor of the Company for the performance of their respective mandates.
  4. To approve the appointment of "VICTORIA MANAGEMENT SERVICES S.A.'', a société anonyme incorporated in accordance with the laws of Luxembourg, with registered office at 58, rue Charles Martel, L-2134 Luxembourg, Grand Duchy of Luxembourg, registered with the LBR under number B 47765, having for its permanent representative Mr John Mills, as liquidator ("liquidateur") in relation to the voluntary liquidation of the Company (the "Liquidator").
  5. Determination of the powers of the Liquidator and determination of the liquidation procedure of the Company (see note 1 below).
  6. Miscellaneous.

Shareholders are invited to attend and participate in the Meeting. If shareholders are unable to attend the Meeting but have questions or comments in connection with the above, please feel free to contact us prior to the Meeting.

By order of the Board

19 November 2020

2

Notes:

  1. Item 5 of the agenda deals with:
    1. to confer to the Liquidator the broadest powers as set out in articles 1100-4 and following of the coordinated law on commercial companies of 10 August 1915 (the "Law");
    2. to instruct the Liquidator, to the best of his abilities and with regard to the circumstances, to realise all the assets and to pay the debts of the Company;
    3. that the Liquidator shall be entitled to execute all deeds and carry out all operations in the name of the Company, including those referred to in article 1100-5 of the Law, without the prior authorisation of the general meeting of the Shareholders. The Liquidator may delegate his powers for specific defined operations or tasks to one or several persons or entities, although he will retain sole responsibility for the operations and tasks so delegated;
    4. to empower and authorise the Liquidator, on behalf of the Company in liquidation, to execute, deliver, and perform the obligations under, any agreement or document which is required for the liquidation of the Company and the disposal of its assets;
    5. to empower and authorise the Liquidator to make, in his sole discretion, advance payments in cash or in kind of the liquidation proceeds (boni de liquidation) to the Shareholders of the Company, in accordance with article 1100-9 of the Law.
  1. The Extraordinary General Meeting will validly deliberate on the resolutions on its agenda only if at least 50% of the issued share capital is present or represented at the meeting and will validly be adopted only if approved by at least 2/3 of the votes cast at the Extraordinary General Meeting.
  2. Shareholders registered as such on 12 November 2020 after closing of the books are entitled to attend and cast votes at the Meeting.
  3. Ordinary Shares can be held in two ways:
    1. as registered shares (the shareholders are included in the Company's shareholders' register);
    2. in an account with an account holder of Euroclear or Clearstream. These shares are included in the Company's shareholders' register in the name of Euroclear or Clearstream.

Shareholders included in the shareholders' register of the Company are permitted to attend and vote at the Meeting. They may alternatively be represented by a proxy in writing.

  1. Shareholders holding their shares through Euroclear or Clearstream who wish to attend the Meeting or want Euroclear or Clearstream to vote on their behalf, should contact their custodian bank to establish the correct procedure to attend and vote at the above Meeting or appoint a proxy.
  2. A form of Proxy is available at the website of the Company (www.bluemarlinholdings.lu). The form of Proxy, to be valid, must be received at the registered office of the Company before 17.00 p.m. (CET) on 27 November 2020.
  3. The Proxy is specially authorised to vote in favor on the items of the above agenda.

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Blue Marlin Holdings SA published this content on 20 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 November 2020 15:32:02 UTC