How do Participatory Noteholders participate in General Meetings?
Spreds Finance will organise general meetings for decisions that may impact the rights or economical position of the investors. Such decisions are those that impact the investors’ patrimonial rights (for instance, the sale of shares, a possible dilution resulting from the creation of a new category of shares with preferential liquidation rights, changes to the reimbursement schedule of a loan, etc.).
All general meetings organised by Spreds Finance comply with Spreds Finance's bylaws. This means – amongst other things – that -insofar as possible- investors must be invited to the general meetings at least 15 days prior to its scheduled date. Two conditions must be fulfilled in order for a decision to be approved:
- a quorum of 50% must be reached; and
- a majority of 75% of the casted votes must be reached.
If the quorum of 50% is not reached, a second general meeting is called (the 15-days’ notice also applies here, again insofar as possible). Note that a quorum of 50% is not mandatory this time. However, a majority of 75% is still required in order for the decision to be adopted.
The only exception to the convening rules is when an urgent decision must be made in the best interests of the investors. Spreds Finance can then take the decision to preserve those interests and will report to the investors what the decision was and why it had to be taken urgently.
Spreds Finance does not organize a general meeting for common decisions (such as the approval of annual financial accounts, the dismissal/appointment of a director, etc.). This means that Spreds Finance will vote by proxy by giving a mandate to one of its co-investors. The designated co-investor will therefore cast a vote for Spreds Finance.