Indicative translation from the German original, only the German version is legally binding. PEARL GOLD. Aktiengesellschaft.

Transcription

1 PEARL GOLD Aktiengesellschaft Frankfurt am Main ISIN: DE000A0AFGF3 WKN: A0AFGF Invitation to General Meeting We hereby invite the company s shareholders to the General Meeting on Friday, June 12, 2015, 10 a.m. in the Konferent - Your rental Conference Area Große Gallusstraße 1-7, 6. OG Frankfurt am Main This invitation to the General Meeting results from the request of the shareholders Martagon Investments Ltd., Nemo Asset Management Ltd. and Sequoia Diversified Growth Fund Ltd. pursuant to Sect. 122 para. 1 sentence 1 AktG. This request included the motions under agenda items 2 to Election of the auditor for the year 2014 AGENDA The shareholders Martagon Investments Ltd., Nemo Asset Management Ltd. and Sequoia Diversified Growth Fund Ltd. did not submit a motion with respect hereto. 2. By-Elections to the Supervisory Board Pursuant to Section 12 para. 1 of the Articles of Association of the Company, the Supervisory Board of Pearl Gold AG shall consist of six members and pursuant to Sects. 95, 96 para. 1 Case 6, 101 para. 1 AktG solely consist of Supervisory Board members of the shareholders, who have all been elected by the General Meeting. The company is not subject to codetermination. The General Meeting is not bound to nominations. The shareholders Martagon Investments Ltd., Nemo Asset Management Ltd. und Sequoia Diversified Growth Fund Ltd. motion that a) Mr. Pierre Gussing, Chairman of the Board, Afrasia Development Corporation, domiciled in Geneva/Switzerland; b) Ms. Julia Boutonnet, Rechtsanwältin in the district of Hauts de Seine/France, domiciled in Geneva/Switzerland; and

2 c) Mr. Reiner Bormann, Managing Director, MehrWertWohn GmbH and Managing Partner, Newten Ventures, domiciled in Berlin, be elected to the Supervisory Board. Election shall be valid up to the end of the General Meeting, which will approve the actions of the Supervisory Board members for the business year Mr. Gussing, Ms. Boutonnet and Mr. Bormann do not belong to any other statutory Supervisory Boards or any comparable supervisory bodies in other domestic or foreign companies. 3. Revocation of Supervisory Board members The shareholders Martagon Investments Ltd., Nemo Asset Management Ltd. und Sequoia Diversified Growth Fund Ltd. motion that the current members of the Supervisory Board Robert Francis Goninon, Konstantin von Klitzing and Pierre Roux be revoked with effect to the end of the General Meeting duly called with this invitation. 4. New election of Supervisory Board members Pursuant to Section 12 para. 1 of the Articles of Association of the Company, the Supervisory Board of Pearl Gold AG shall consist of six members and pursuant to Sects. 95, 96 para. 1 Case 6, 101 para. 1 AktG solely consist of Supervisory Board members of the shareholders, who have all been elected by the General Meeting. The company is not subject to codetermination. The General Meeting is not bound to nominations. The shareholders, Martagon Investments Ltd., Nemo Asset Management Ltd. und Sequoia Diversified Growth Fund Ltd., motion that the following persons be elected to the Supervisory Board, if the General Meeting passes the motion under 3 to revoke the current members of the Supervisory Board Robert Francis Goninon, Konstantin von Klitzing and Pierre Roux with effect to the end of the General Meeting duly called with this invitation a) Mr. Gregor Hubler, Office Manager, Falcon Private Bank Ltd. in Abu Dhabi, domiciled in Dubai/United Arab Emirates; b) Mr. Robert Faissal, Managing Partner, Lebita Consulting Services LL.C., domiciled in Toronto/Canada; and c) Mr. David Mazas, Consultant and Expert for mining projects, Envestra Resources Private LTD (Zimbabwe), domiciled in Capetown/South Africa, Election shall be valid up to the end of the General Meeting, which will approve the actions of the Supervisory Board members for the business year Messrs Hubler, Faissal and Mazas do not belong to any other statutory Supervisory Board, or any comparable supervisory bodies in other domestic or foreign companies. 5. Withdrawal of confidence The shareholders Martagon Investments Ltd., Nemo Asset Management Ltd. and Sequoia Diversified Growth Fund Ltd. motion to withdraw confidence from the Board member Michael Reza Pacha.

3 Further information Total number of shares and voting rights At the time of the convocation of the General Meeting, the company capital totals 25,000, Euro and is divided into 25,000,000 shares. Each share represents one vote in the General Meeting. Thus, the total number of shares and voting rights at the time of convocation of the General Meeting is 25,000,000. The company does not hold any own shares at the time of convocation of the General Meeting. Eligibility by registration and proof of share ownership Eligible for participation in the General Meeting and exercising the voting right are those, who are shareholders, register themselves for the General Meeting and provide verification that they are entitled to participate in the General Meeting and exercise their voting rights by the beginning of the 21st day prior to the General Meeting, i.e. May 22, 2015, midnight Middle European Summertime (cut-off date). Verification in text form in German or English issued by the depot institute as per the cut-off date is sufficient. Registration and verification as per the cut-off date must be received by the company at the latest by June 5, 2015, midnight Middle European Summertime at the following address: PEARL GOLD AG Only such persons, who have provided verification of their shares in the company on the cutoff date can participate in the General Meeting and cast votes. The authorisation to participate and the scope of the voting power shall be based solely on the share property of the shareholder on the cut-off date. The cut-off date does not result in any blocking of the potential transfer of shares. In case of a full or partial transfer of shares after the cut-off date, the shareholder s ownership of shares as per the cut-off date is solely decisive for participation in the voting and the scope of the voting rights, i.e. a transfer of shares after the cut-off date does not affect the authorisation to participate and the scope of voting rights. The same applies to the purchase of shares after the cut-off date. Persons, who do not own any shares as per the cut-off date and only become shareholders thereinafter, are not authorized to participate in the General Meeting or to cast votes. The cut-off date is not a relevant date for dividend entitlement. After timely receipt of the registration and verification of ownership at the given address, the admission cards shall be sent to the shareholders, who are entitled to participate in the General Meeting. In order to ensure a timely receipt of the admission cards, we request the shareholders to make certain that they register and forward the necessary proof of ownership to the registration address above at an early stage. Proxy Voting Third Party Authorisation Shareholders, who do not personally wish to participate in the General Meeting, may also have their voting right executed by proxies, e.g. a credit institution, a shareholders

4 association or another person of their choice. In case of proxy voting, a timely registration and a verification of property share according to the above-mentioned provisions are also necessary. Power of Attorney can be declared vis-à-vis the proxy or the company. The granting of a Power of Attorney, its revocation and verification of authorization vis-à-vis the company must be in text form; Sect. 135 AktG remains unaffected. The shareholders can use the Power of Attorney form, which will be sent to them together with the admission cards. Furthermore, a form can be downloaded from the company s internet site It is not compulsory to use this form. It is also possible for the shareholder to issue an individual Power of Attorney. The company presents the shareholders with the opportunity to forward the verification regarding the appointment of a proxy by June 10, 2015, midnight Middle European Summertime to the company at the following address: However, verification can also be presented at the registration counter on the day of the General Meeting. This text form requirement does not exist if the shareholder authorizes a credit institution, a shareholders association or other equivalent person or institution pursuant to Sect. 135 para. 8 AktG or Sect. 135 para. 10 in conjunction with Sect. 125 para. 5 AktG. However, these institutions, associations and persons can stipulate special requirements for their own Power of Attorney. Pursuant to law, the Power of Attorney must, in these cases, designate a particular proxy and this must be verifiably documented. In addition, it must be complete and only include the items for which votes are to be cast. The shareholders are requested to consult the proxies as to the required form of the Power of Attorney in a timely manner. A breach against the above and particular other requirements in Sect. 135 AktG for the proxies in this paragraph does not affect the voting pursuant to Sect. 135 para. 7 AktG. If a shareholder gives power of attorney to more than one person, the company can reject one or more of these persons. Proxies of the company The shareholders may also appoint a proxy designated by the company to act according to their instructions in the voting. If a shareholders wish to take advantage of this possibility, a timely registration and submission of verification of ownership as indicated above, is required. The proxies are obligated to exercise their power according to the shareholders instructions; they may not vote according to their own wishes. The proxies exercising the voting rights will only cast votes on those items on the agenda, for which they have received explicit and clear instructions. If explicit and clear instructions are missing, the proxies will abstain from voting on the item. Power of Attorney and voting rights can be given to the proxies named by the company in text form by using the corresponding form, which will be sent to the shareholders with their admission tickets. Furthermore, the form can be downloaded from the company s website A declaration in text form is sufficient

5 for the revocation of the Power of Attorney and/or instructions given to the proxies named by the company. Power of Attorney forms and instructions issued to the proxies named by the company as well as declarations regarding the revocation of the Power of Attorney and/or instructions can also be submitted to the company prior to the General Meeting at the latest by June 10, 2015, midnight Middle European Summertime, to the following address: If a shareholder or a person authorized by him personally participate in the General Meeting, the aforementioned Power of Attorney and instructions shall be void. Powers of Attorney and instructions can be given during the General Meeting up to the end of the debate by using the applicable form and submitting such to the counter. The proxies named by the company are not authorised to accept any instructions with regard to proposals, questions or applications. Shareholders Rights Request for supplementary motions pursuant to Sect. 122 para. 2 AktG Shareholders, whose entire holding represents 1/20 of the capital or a shareholding of 500, EUR (equivalent to 500,000 shares), can request that supplementary motions be included on the agenda and made known. Reasons must be stated for each motion or a draft resolution must be presented. The demand must be submitted in writing to the Board of and must be received by the company at the address below at the latest by May 12, 2015, midnight Middle European Summertime: Hamburg The applicants must provide proof that they have been the owners of the shares pertaining to the minimum share ownership for three months prior to the General Meeting. A corresponding statement from the depot bank is sufficient for such proof. Amendments to the agenda, which are to be made known, will insofar as these were not already made known in the convocation published in the Federal Gazette immediately upon receipt and forwarded to such media, that one can assume are responsible for publication in the entire European Union. These will also be published on the PEARL GOLD Aktiengesellschaft website Motions and nominations by shareholders pursuant to Sects. 126 para. 1, 127 AktG

6 Shareholders may bring motions on individual items on the agenda (see Sect. 126 AktG); this also applies to nominations for positions in the Supervisory Board or auditors (see Sect. 127 AktG). Pursuant to Sect. 126 para. 1 AktG, motions from the shareholders including the name of the shareholder, the reason for such and any possible comments from the management must be made available to the named authorised persons in Sect. 125 para. 1 to 3 AktG (e.g. shareholders, who request such) in accordance with the prerequisites there, if the shareholder has submitted a countermotion against the Board and/or Supervisory Board s motion to a particular item on the agenda at least 14 days prior to the General Meeting. The day of receipt and day of the General Meeting are not taken into consideration so that the last possible date of receipt is May 28, 2015, midnight Middle European Summertime. It is not necessary to make a countermotion available, if an exclusion fact pursuant to Sect. 126 para. 2 AktG exists. The reasons for such need not be made available even if this exceeds more than 5,000 characters. Nominations from shareholders pursuant to Sect. 127 AktG do not have to be justified. Nominations shall only be accessible if they include the name, profession and domicile of the nominated person and, if such person is elected to the Supervisory Board, details of memberships in other legally formed Supervisory Boards (see Sect. 127 sentence 3 in conjunction with Sect. 124 para. 3 and Sect. 125 para. 1 sentence 5 AktG). Pursuant to Sect. 127 sentence 1 AktG in conjunction with 126 para. 2 AktG there are other grounds, which if they exist, mean that nominations do not need to be made available. Otherwise, the prerequisites and regulations regarding the accessibility of motions apply respectively. The shareholder s right to submit motions or nominations to the items on the agenda during the General Meeting without prior notification to the company remains unaffected. We draw attention to the fact that motions or nominations, which were submitted to the company prior to the General Meeting in a timely manner, must be presented orally during the General Meeting in order to be taken into consideration. Further information regarding motions and nominations is available on the website Motions (with reasons) or nominations from shareholders pursuant to Sect. 126 para. 1 and Sect. 127 AktG should be addressed solely to: Motions and nominations from shareholders, which are subject to obligations to notify (including the name of the shareholder and for motions, the reasons) will be made available on the website after receipt. Any possible comments from the management will also be made available on this website. Rights to obtain information pursuant to Sect. 131 para. 1 AktG During the General Meeting, every shareholder or his/her authorised proxy can request information from the Board about matters pertaining to the company insofar as such is necessary to make a judgment on an item on the agenda.

7 The duty to provide information also includes the legal and business relationships of the company to an affiliated company. However, at the date of convocation, the company has no affiliated companies. Fundamentally, requests for information must be made orally during the General Meeting. On the basis of the grounds listed in Sect. 131 para. 3, the Board can refrain from answering individual questions. The information must meet the principles of conscientious and trustworthy accountability. Further explanations Further explanations regarding the rights of the shareholders pursuant to Sects. 122 para. 2, 126 para. 1, 127, 131 para. 1 AktG are available under Publicatoin on the internet site Information pursuant to Sect. 124a AktG will shortly be available on the website After the General Meeting, the voting results will also be published on the above-mentioned internet site. Frankfurt am Main, May 2015 The Board