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.