Bekanntmachung der Einberufung zur Hauptversammlung GAGFAH S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 21.04.2010 in Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

29.03.2010 16:27 GAGFAH S.A.

Société anonyme - Société de titrisation Luxembourg - 1222 Luxembourg 2-4, rue Beck R. C. S. Luxembourg Bekanntmachung 109.526 (the 'Company')

CONVENING NOTICE FOR the ANNUAL GENERAL MEETING and the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of GAGFAH S.A. - both to be held on April 21, 2010

Dear Shareholders,

You are hereby convened to

the Annual General Meeting and the Extraordinary General Meeting of Shareholders of the Company

In accordance with the articles of incorporation of the Company, the annual general meeting of shareholders will take place on:

Wednesday, April 21, 2010 at 2.00 P.M. Luxembourg time.

It will be followed by the extraordinary general meeting of shareholders,

both held at the Luxembourg Chambre de Commerce 7, Rue Alcide de Gasperi, L - 2981 Luxembourg, Kirchberg.

Agenda for the Annual General Meeting of Shareholders of GAGFAH S.A. to be held in Luxembourg on April 21, 2010

(1) Presentation of the statutory Management Report and the consolidated Management Report for the fiscal year ended December 31, 2009;

(2) Presentation of the reports by the auditors of the Company in respect of the statutory financial statements of the Company and in respect of the consolidated financial statements of the Company and its Group, for the fiscal year ended December 31, 2009;

(3) Approval of the statutory financial statements of the Company for the fiscal year ended December 31, 2009;

The Board of Directors proposes that the statutory financial statements of the Company for the fiscal year ended December 31, 2009 be APPROVED by the general meeting.

(4) Approval of the consolidated financial statements of the Company and its Group;

The Board of Directors proposes that the consolidated financial statements of the Company and its Group, for the fiscal year ended December 31, 2009 be APPROVED by the general meeting.

(5) Resolution concerning the allocation of the results of the Company for the fiscal year ended December 31, 2009 and approval of distributions;

The Board of Directors proposes that the general meeting APPROVES, after the allocation to the legal reserve as appropriate, the distribution of dividends for the year ended December 31, 2009, which includes

(i) the amount of EUR 45,146,737 which was distributed as interim dividend (EUR 0.20 per share) on June 9, 2009 (as 2009 first quarter dividend for the holders of record on May 29, 2009);

(ii)the amount of EUR 45,156,908 which was distributed as interim dividend (EUR 0.20 per share) on September 8, 2009 (as 2009 second quarter dividend for the holders of record on August 28, 2009);

(iii)the amount of EUR 45,169,776 which was distributed as interim dividend (EUR 0.20 per share) on December 8, 2009 (as 2009 third quarter dividend for the holders of record on November 27, 2009) and

(iv)the amount of EUR 0.20 to be distributed as interim dividend per share (in issue on the record date) on April 13, 2010 (as 2009 fourth quarter dividend for the holders of record on March 26, 2010), out of the available share premium and reserves of the Company.

(6) Discharge to all the Directors of the Company who were in office during the fiscal year ended December 31, 2009;

The Board of Directors proposes that the general meeting APPROVES to grant discharge to all the Directors of the Company who were in office during the fiscal year ended December 31, 2009.

(7) Authorisation to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to purchase, acquire, receive or hold shares in the Company.

Authorisation under article 49-2 of the Luxembourg law of August 10, 1915, to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to from time to time purchase, acquire, receive or hold shares in the Company up to 25 % of the issued share capital, and on such terms as referred to below and as shall further be determined by the Board of Directors of the Company, such authorisation being granted for a period of 5 years.

Acquisitions may be made in any manner including without limitation, by tender or other offer(s), buy back program(s), over the stock exchange or in privately negotiated transactions or in any other manner as determined by the Board of Directors (including derivative transactions or transactions having the same or similar economic effect than an acquisition).

In the case of acquisitions for value:

(i) in the case of acquisitions other than in the circumstances set forth under (ii), for a net purchase price being (x) no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price on Xetra of the Frankfurt Stock Exchange (or successor system) ('Xetra') over the ten (10) trading days preceding the date of the purchase (or as the case may be the date of the commitment to the transaction);

(ii)in case of a tender offer (or if deemed appropriate by the Board of Directors, a buy back program),

- in case of a formal offer being published, for a set net purchase price or a purchase price range, each time within the following parameters: no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price on Xetra over the ten (10) trading days preceding the publication date, provided however that if the stock exchange price during the offer period fluctuates by more than 10 %, the Board of Directors may adjust the offer price or range to such fluctuations;

- in case a public request for sell offers is made, a price range may be set (and revised by the Board of Directors as deemed appropriate) provided that acquisitions may be made at a price which is no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price on Xetra over a period determined by the Board of Directors provided that such period may not start more than five (5) trading days before the sell offer start date of the relevant offer and may not end after the last day of the relevant sell offer period;

The Board of Directors proposes that the general meeting RESOLVES TO AUTHORISE the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to from time to time purchase, acquire, receive or hold shares in the Company under article 49-2 of the Luxembourg law of August 10, 1915, up to 25 % of the issued share capital, and on such terms as referred set forth in the agenda and as shall further be determined by the Board of Directors of the Company, such authorisation being granted for a period of 5 years.

Agenda for the Extraordinary General Meeting of Shareholders of GAGFAH S.A. to be held in Luxembourg on April 21, 2010

* Decision to reduce the issued share capital of the Company by a maximum amount of EUR 70,600,000 by the repurchase and cancellation of a maximum of 56,480,000 shares from existing shareholders during a period ending nine (9) months after the date of the extraordinary general shareholders' meeting within the parameters set forth below and to the extent determined by the Board of Directors, instruction and delegation of power to and authorisation of the Board of Directors to determine the conditions of the purchase(s) of shares, to implement the share purchases, cancellation of shares and reduction of share capital, determine the final amount of the share capital reduction and number of shares to be repurchased and cancelled (if any) within the maximum decided by the general meeting of shareholders, proceed to the payment of the repurchase price, cause the share capital reduction and cancellation of shares and the consequential amendment of the Articles of Incorporation to be recorded by way of notarial deed, and generally to take any steps, actions or formalities as appropriate or useful to implement this decision of the extraordinary general shareholders' meeting;

Parameters of the decision to reduce the issued share capital of the Company by the repurchase and cancellation of shares (to the extent determined by the Board of Directors):

- maximum amount of capital reduction: EUR 70,600,000;

- repurchase and cancellation of a maximum of 56,480,000 shares;

- period: period ending on January 21, 2011 at midnight;

- purchase(s) of shares may be made in any manner including without limitation, by tender or other offer(s), buy back program(s), over the stock exchange or in privately negotiated transactions or in any other manner as determined by the Board of Directors including derivative transactions or transactions having the same or similar economic effect than an acquisition, as determined by the Board of Directors;

- purchase price: as determined by the Board of Directors provided that in the case of acquisitions for value:

(i) in the case of acquisitions other than in the circumstances set forth under (ii), for a net purchase price being (x) no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price on Xetra of the Frankfurt Stock Exchange (or successor system) ('Xetra') over the ten (10) trading days preceding the date of the purchase (or as the case may be the date of the commitment to the transaction);

(ii)in case of a tender offer (or if deemed appropriate by the Board of Directors, a buy back program),

a. in case of a formal offer being published, for a set net purchase price or a purchase price range, each time within the following parameters: no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price on Xetra over the ten (10) trading days preceding the publication date, provided however that if the stock exchange price during the offer period fluctuates by more than 10 %, the Board of Directors may adjust the offer price or range to such fluctuations;

b. in case a public request for sell offers is made, a price range may be set (and revised by the Board of Directors as deemed appropriate) provided that acquisitions may be made at a price which is no less than fifty per cent of the lowest stock price and (y) no more than fifty per cent above the highest stock price, in each case being the closing price on Xetra over a period determined by the Board of Directors provided that such period may not start more than five (5) trading days before the sell offer start date of the relevant offer and may not end after the last day of the relevant sell offer period.

The Board of Directors proposes that the general meeting AUTHORISES and RESOLVES to reduce the share capital by a maximum amount of EUR 70,600,000 by the purchase and cancellation of a maximum of 56,480,000 shares for a period ending at midnight on January 21, 2011 within the terms and parameters as set forth in the agenda and to delegate power to the Board of Directors to implement such share capital reduction up to the maximum amount determined by the general meeting.

***********************

The consolidated and unconsolidated balance sheets and profit and loss accounts of the Company for the year ended December 31, 2009 together with the reports of the auditors and of the Board of Directors, are available at the registered office of the Company and on the Company's website: http://www.gagfah.com/ as well as at the German paying agent Deutsche Bank AG, TSS/GES, Post-IPO Services, 60262 Frankfurt am Main, Germany.

The right to vote at the meetings is restricted to shareholders. Shareholders must, therefore, be able to evidence that they are shareholders as on April 21, 2010 in order to attend the general meetings.

A model certificate which is to confirm the identity of the shareholder, his/her shareholder status and number of shares held by him or her and instructing the shareholder's bank or stockbroker to block such shares until the day after the meetings can be obtained from Haubrok Corporate Events GmbH, Landshuter Allee 10, 80637 Munich Germany ('Haubrok'), by telephone on +49.89.210.27.222, downloaded on the website of the Company or by contacting the Company by telephone on +352.266.366.1. The certificate further states that the relevant shares are held through Clearstream Banking AG. Shareholders need to contact their bank or stockbroker with respect to the completion of the certificate.

Shareholders should then deliver such certificate as countersigned by their bank or stockbroker in original to Haubrok with the reference 'Hauptversammlungen 2010 GAGFAH S.A.' by 12.00 p.m. (midnight) Luxembourg time on April 13, 2010, in order to be admitted at the meetings. No entry or admission card will be sent to the shareholders.

Shareholders, who do not want to attend the general meetings in person, may also vote by proxy. AGM proxy form may also be obtained from Haubrok by telephone on +49.89.210.27.222, by fax on +49.89.210.27.298, downloaded on the website of the Company, or by contacting the Company by telephone on +352.266.366.1. In the event a shareholder wishes to vote by proxy he or she must complete and sign the proxy form and return it together with the certificate referred to above in original to Haubrok with the reference 'Hauptversammlungen 2010 GAGFAH S.A.' by 12.00 p.m. (midnight) Luxembourg time on April 13, 2010. The proxy form will only be valid if it includes the shareholder's and his/her/its legal representative's first name, surname, number of shares held and official address and signature as well as voting instructions. Incomplete or erroneous proxy forms or proxy forms which do not comply with the formalities described therein will not be taken into account.

In addition GAGFAH S.A. offers to the shareholders the possibility to grant power of attorney to representatives of Haubrok to act as proxyholders, who will cast their votes according to the instructions given by the shareholders. Please note that if the proxyholder is such a representative of Haubrok and if no voting instructions have been given on the proxy form no vote will be cast. Incomplete or erroneous proxy forms or proxy forms which do not comply with the formalities described therein will not be taken into account. AktG proxy form for granting power of attorney to the representatives of Haubrok is enclosed. It may also be obtained from Haubrok by telephone on +49.89.210.27.222, by fax on +49.89.210.27.298, downloaded on the website of the Company, or by contacting the Company by telephone on +352.266.366.1. The proxy form must be completed and signed as indicated on the form and returned together with the certificate referred to above in original to Haubrok with the reference 'Hauptversammlungen 2010 GAGFAH S.A.' by 12.00 p.m. (midnight) Luxembourg time on April 13, 2010.

Shareholders and their representatives will be required to identify themselves at the counter of the meetings with a valid official identification document (e.g. identity-card, passport).

The annual general meeting can be validly held whatever the number of shares represented at such meeting and resolutions are approved by a simple majority of the votes cast.

The extraordinary general meeting can be held if a quorum of at least half the issued and outstanding share capital is represented and the resolutions are approved by the 2/3 majority of the votes casts.

On March 15, 2010, the Company had a total issued share capital of EUR 282,372,833, represented by 225,898,266 shares, each share carrying one vote.

Sincerely yours,

GAGFAH S.A.

The Board of Directors

29.03.2010 Ad-hoc-Meldungen, Finanznachrichten und Pressemitteilungen übermittelt durch die DGAP. Medienarchiv unter http://www.dgap-medientreff.de und http://www.dgap.de

Sprache: Deutsch Unternehmen: GAGFAH S.A. 2 - 4, rue Beck 1222 Luxemburg Luxemburg E-Mail: info@gagfah.com Internet: http://www.gagfah.com

Ende der Mitteilung DGAP News-Service

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