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Extraordinary Announcement of the Board of Directors

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Extraordinary Announcement of the Board of Directors GENESIS Energy Investment Public Limited Company E n e r g y I n v e s t m e n t E n e r g y I n v e s t m e n t EXTRAORDINARY ANNOUNCEMENT OF THE BOARD OF DIRECTORS According to the agreement between the parties involved, the announcement of Genesis Energy on the Budapest Stock Exchange about the amendment of the Share Purchase Agreement concluded with Cogenco International, Inc. was scheduled to be published just after the receipt of the confirmation of the signature by Cogenco and their subsequent publication of the 8K Form according to the rules of the SEC. Last night the filing of 8K Form to the SEC was made at 16:44 (ET), of November 30, 2009, which was in the night in Budapest. As a result the Board of Directors had no chance to formulate the appropriate announcement prior to the opening of the markets today. Therefore, we submitted a request to the Budapest Stock Exchange asking to suspend the trading of Genesis shares until the proper announcement will be formulated and published. On November 24, 2009 Genesis Energy Investments Plc. entered into a legal binding amendment with Cogenco International, Inc. to amend the earlier agreed Stock Purchase Agreement (SPA) that came into effect on August 11, 2009. The primary goal of the Amendment was the acceleration of the closing of the transaction, with the aim that the fund raising process could start in Cogenco, and this supported by having the subsidiaries already integrated into Cogenco. Cogenco will act on the US capital markets as a company which will be majority owned by Genesis Energy Investment Plc. in Hungary. As a further proof of the planned roadmap, the Board of Directors of Cogenco decided to change the name of Cogenco International, Inc. to Genesis Solar Corporation to be effected as of 7th of December 2009. In the Amendment, Cogenco and Genesis Energy waived certain conditions precedent to Cogenco’s acquisition of Genesis Solar España, S.L. (GSE) and Genesis Solar Singapore Pte. Ltd. (GSS), and provides Cogenco an option to purchase Genesis Solar Hungary Ltd. In addition, Cogenco and Genesis Energy agreed to extend the anticipated closing date until March 1, 2010 to provide more time for the due diligence and financing process. As a consideration for the waiver of certain conditions and to compensate for the capital increase of Genesis Energy Investment on October 12, 2009, the number of Cogenco shares to be received by Genesis Energy has been increased. Pursuant to the amended SPA, Cogenco has agreed to purchase Genesis Energy’s entire equity interest in Genesis Solar España, S.L. and Genesis Solar Singapore Pte. Ltd. Genesis Energy has already fulfilled this requirement by acquiring the minority stake positions in both subsidiaries. _________________________________________________________________________________________________________ Szent István krt. 18. Budapest, Hungary, H-1137 Phone:+36-1-452-1700 Fax: +36-1-452-1701 1 GENESIS Energy Investment Public Limited Company E n e r g y I n v e s t m e n t E n e r g y I n v e s t m e n t In consideration for acquiring the shares of the two subsidiaries Cogenco has agreed to issue to Genesis Energy a total of 9,336,493 shares of its restricted common stock plus one share of a series of its Series A preferred stock that will be created to effect the transaction. The parties have agreed that once created and issued, the one share of Series A preferred stock will have the right to appoint an independent person to Cogenco’s Board of Directors subject that the appointee meets certain qualifications. The Board of Directors of Genesis Energy has learned that the major shareholders of the Company have concluded an agreement in respect of the appointment of an independent board member in Cogenco. According to this shareholders’ agreement, this director must be elected in accordance with the unanimous consent of the three major shareholders of Genesis Energy, Genesis Investment Funds Ltd., STP Technologies Pte. Ltd. and Acquisition Pro Ltd. in order to have a qualified representation on behalf of the smaller shareholders of Genesis Energy on the Board of Cogenco. Cogenco will now continue its due diligence investigation into the three Genesis Energy subsidiaries. Unless the parties later agree otherwise, the SPA provides that the closing of the transaction will occur at latest on March 1, 2010 or the termination of any applicable waiting period required under U.S. antitrust laws. The Board of Directors of Genesis Energy took into consideration and agreed upon the total business value of all three subsidiaries when the number of Cogenco shares, 9,336,493 shares, was calculated. Therefore Genesis Energy granted Cogenco an option to purchase its entire interest in Genesis Solar Hungary for a total of 10,000 shares of Cogenco restricted common stock, which has only a symbolic value. Cogenco may not exercise the option unless it has completed its obligations under the SPA, as amended. The option will expire unless exercised on or before March 31, 2012. The original Stock Purchase Agreement contained significant provisions regarding an expected €20,000,000 “Spanish Subsidies Commitment” – a commitment by the Spanish government and local and provincial governments in Spain to finance Genesis Solar España. In as much as Genesis Solar España has received funds for a portion of the Spanish Subsidies Commitment, Cogenco determined it was appropriate to delete the condition precedent in consideration of Genesis Energy deleting certain conditions precedent imposed on Cogenco, including minimum capitalization and other restrictions included in the original SPA. In case of the successful closing Genesis Energy becomes the major shareholder with an overwhelming majority in Cogenco and this voting majority in itself will ensure that the appropriate decision on the timing of stock registration and stock exchange listing can be made according to the decision of the Board of Directors of Genesis Energy. _________________________________________________________________________________________________________ Szent István krt. 18. Budapest, Hungary, H-1137 Phone:+36-1-452-1700 Fax: +36-1-452-1701 2 GENESIS Energy Investment Public Limited Company E n e r g y I n v e s t m e n t E n e r g y I n v e s t m e n t The SPA, as amended, can be terminated by either party in certain situations, including if there is a material breach of the SPA or the transaction has not closed by March 31, 2010. Additionally, each party can terminate the SPA if all conditions precedent to the transaction have not either been met or waived by the parties or if those conditions become impossible to meet (including each party’s representations, warranties and covenants). As disclosed earlier, it is envisaged that Genesis Energy will eventually be winded up and the Cogenco shares received by Genesis Energy as per the SPA – as the than remaining assets of Genesis Energy - will be distributed among the shareholders of Genesis Energy in proportion to their shareholdings existing at the time of the winding- up. The Board of Directors has considered the fact that currently Genesis Capital Management Ltd. controls 1,049,592 common shares of the common stock of Cogenco, whereas Genesis Capital Management by virtue of preference share, exercises the management rights in respect of Genesis Investment Funds Ltd., the biggest shareholder of Genesis Energy, and as such provides Genesis Capital Management with a controlling influence over Genesis Investment Funds. Taking into account the current shareholding of Genesis Capital Management in Cogenco, the closing of the SPA would result in the relatively increased influence of Genesis Capital Management and Genesis Investment Funds in Cogenco as opposed to the position of other shareholders of Genesis Energy. Considering this circumstance, the Board of Directors of Genesis Energy gave its approval to the Amendment of the SPA with the provision that no additional dilution should be caused to the shareholders of Genesis Energy through the implementation of the SPA unless the capitalization of Cogenco may be deemed as successful. The Board of Directors of Genesis Energy set out the conditions of the prevention of any such dilution in its Resolution No. 2/2009(X.19.). Having accepted the conditions set forth by the Board of Directors, Genesis Investment Funds Ltd. acknowledged and consented to the following. In case the capitalization of Cogenco is successful – meaning that at least USD 20,000,000 is raised in the course of the capitalization of Cogenco – then upon the winding-up of Genesis Energy, a maximum of 800,000 Cogenco shares (hereinafter referred to as the Waiver Shares for Distribution) from the shares to which Genesis Investment Funds - as a shareholder of Genesis Energy - would be entitled shall be distributed between Genesis Investment Funds and the other shareholders of the Genesis Energy in proportion with their then existing shareholdings, depending upon whether the share price achieved in the course of the capitalization of Cogenco (hereinafter referred to as the Reference Share Price) is US$ 10 per Cogenco share or less. _________________________________________________________________________________________________________ Szent István krt. 18. Budapest, Hungary, H-1137 Phone:+36-1-452-1700 Fax: +36-1-452-1701 3 GENESIS Energy Investment Public Limited Company E n e r g y I n v e s t m e n t E n e r g y I n v e s t m e n t a. If the Reference Share Price is US$ 10 or more per Cogenco share, then the number of Waiver Shares for Distribution shall be zero; b. If the Reference Share Price is US$ 5 or less per Cogenco shares, then the number of Waiver Shares for Distribution shall be 800,000.
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