3W Power Holdings S.A. Société anonyme Registered office: 19, rue Eugène Ruppert L-2453 Luxembourg R.C.S. Luxembourg B 153 423 BY REGISTERED MAIL CONVENING NOTICE Dear Shareholder, You are invited to attend an extraordinary general meeting (the Meeting ) of shareholders of 3W Power Holdings S.A., a Luxembourg société anonyme incorporated under the laws of Luxembourg, having its registered office at 19, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B 153 423 (the Company ), which will be held on 19 May 2011, at 9 a.m. CET at the Sofitel Hotel Luxembourg Europe, 4, rue du Fort Niedergrunewald, Luxembourg in order to deliberate upon the following agenda: AGENDA 1. Change in the name of the Company into 3W Power S.A.; 2. Subsequent amendment of article 1 of the articles of incorporation to read as follows: Article 1 Name There exists a company in the form of a société anonyme under the name of 3W Power S.A. (the Company ). ; 3. Miscellaneous. 1
Share Capital of the Company The Company s issued share capital is set at twelve million five hundred twenty thousand and six euros (EUR 12,520,006.-), consisting of fifty million two hundred thirty six thousand and twenty-four (50,236,024.-) shares without indication of a nominal value. Each share entitles the holder thereof to one vote. Right to participate in the extraordinary general meeting As indicated in the notice published on 29 April 2011 on the website of the Amsterdam s and the Luxembourg s Stock Exchange, any shareholder who holds one or more shares of the Company on 13 May 2011 (the "Record Date") shall be admitted to the extraordinary general meeting of shareholders. Shareholders (whose shares are held through a depository or sub-depository designated by such depository), wishing to attend the Meeting in person, or a corporate Shareholder wishing to send an authorized representative to attend the Meeting in person on its behalf, should make sure that they register via a financial intermediary no later than 48 hours before the time appointed for the meeting with RBS and, in the case of an authorised representative, supply evidence of the authority given to that person to represent the relevant Shareholder. Shareholders (whose shares are directly recorded on the Company s register and therefore not held via a depository or sub-depository) wishing to attend the Meeting in person, or a corporate shareholder wishing to send an authorised representative to attend the Meeting in person on its behalf, should notify RBS (by mail at RBS, Equity Capital Markets / Corporate Actions HQ 3130, Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands or by fax to +31 20 464 1707 or by e-mail to corporate.actions@rbs.com) no later than 48 hours before the time appointed for the meeting with RBS of that fact and, in the case of an authorised representative, supply evidence of the authority given to that person to represent the relevant shareholder. Shareholders who wish to vote via proxy can give voting instructions to the chairman of the Meeting via www.rbs.com/evoting or can complet the form of proxy enclosed at the end of this convening notice as Appendix 1, for use in connection with the Meeting. Whether or not you propose to attend the Meeting in person, we request that the form of proxy be completed and returned in accordance with the instructions printed thereon. Completion and return of a form of proxy will not prevent shareholders from attending and voting at the Meeting, should they so wish. 2
Luxembourg, on 2 May 2011 -------------------------------- Dr. Horst Jörg Kayser Director and Chief Executive Officer Encl.: - Proxy Form for the extraordinary general meeting of shareholders. 3
PROXY FORM For use in connection with the extraordinary general meeting of all shareholders in 3W Power Holdings S.A., a société anonyme incorporated under the laws of Luxembourg, having its registered office at 19, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B 153 423 (the Company ) to be held on 19 May 2011 and at any adjournment thereof. Registered Name of the first named holder: Address: Account Designation (if any): Account Number (if known): I being a shareholder of the Company hereby appoint the Chairman of the meeting, and/or (See Note 3) to act as my proxy at the extraordinary general meeting of shareholders of the Company to be held on 19 May 2011(and at any adjournment thereof) and to vote for me and in my name on the resolutions set out in the notice of meeting dated 28 April as indicated below. To allow effective constitution of the meeting, if it is apparent to the Chairman that no shareholders will be present in person or by proxy, other than by proxy in the Chairman s favour, then the Chairman may appoint a substitute to act as proxy in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman. FOR AGAINST VOTE WITHHE 1. Change in the name of the 4
Company into 3W Power S.A.; 2. Subsequent amendment of article 1 of the articles of incorporation to read as follows: Article 1 Name There exists a company in the form of a société anonyme under the name of 3W Power S.A. (the Company ).. Please indicate with an X in the appropriate box opposite each resolution how you wish your votes to be cast (see Note 1). Signature(s).. (see Notes 2).. (see Notes 2) Date.. Notes: 1. If you wish your proxy to cast all of your votes for or against a resolution you should insert an X in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. If you do not do so your proxy may vote or abstain at his discretion. 2. In the case of a body corporate this Proxy Form must be executed under seal or under the hand of an officer or attorney authorised in writing. 3. If you wish to appoint someone other than the Chairman please delete the Chairman of the meeting, or and insert in the place provided the name and address of your appointee, who need not be a Shareholder. Any such amendment must be initialled. 4. This Proxy Form and any power of attorney or other authority (if any) under which it is signed (or a certified copy thereof ) to be valid, must be received at the address printed below not later than 48 hours before the time appointed for the meeting (or any adjourned meeting). 5
5. Holders of shares holding through Necigef B.V. will need to register themselves via their financial intermediary with RBS not later than 48 hours before the time appointed for the meeting (or any adjourned meeting). Address to which the completed Proxy Form should be sent: The Royal Bank of Scotland N.V. Equity Capital Markets / Corporate Actions HQ 3130 Attn. R.L.J. van Etten / Jerry Chiu Gustav Mahlerlaan 10 1082 PP AMSTERDAM The Netherlands 6