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Exhibit 10 - Minutes
of the Annual Meeting of Shareholders
MINUTES of the Annual Meeting of Shareholders
of:
Royal
Invest International Corp., having its official seat in 595
Fifth Avenue, 4 th
Floor, New York, New York 10017, The United States of America
(hereinafter: the " Company "), held
in Amsterdam, The Netherlands on 10 June, 2008.
chairman:
Mr. T.P. van Lidth de Jeude
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secretary:Mr.
A. Alan, company lawyer
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The
attendance list is attached ( Annex
).
The
chairman opened the meeting and states that the management
board of the Company (the “ Management Board
”) has requested him to preside the meeting due to
absence of the CEO of the Company, Mr. J.
Gruenbaum.
The
chairman stated that the Management Board has advised that the
members of the Management Board not present at this meeting,
have been given the opportunity to advise on the subjects to
be raised for discussion in this meeting.
The
chairman established that all the requirements relevant to the
convening and holding of General Meetings of Shareholders has
been met and that according to the Articles of Association of
the Company the meeting can be held in the Company’s
European offices at Ditlaar 7, 1066 EE Amsterdam, The
Netherlands so that valid resolutions may be adopted in
respect of all matters coming up for discussion.
The
chairman furthermore stated that the annual accounts of 2007
of the Company (the “ Annual Accounts
”) are filed according to the relevant laws and
legislations and that therefore the content of the Annual
Accounts is known to the shareholders of the Company prior to
this meeting.
The
chairman then opens the discussion on the following
subjects:
I - Adoption Annual Accounts 2007 and discharge of the
Management
The
chairman summarized the headlines of the Annual Accounts such
as the banking facility of € 100,000,000.-
from the Bank of Scotland (“ BOS ”), of
which € 80,000,000,- has been used to acquire real estate
portfolios for a total amount of € 108,000,000.-
and the short period (3 days!) of the financial
year.
The
chairman asked the meeting if there are any questions with
respect to the Annual Accounts. Mr. Leon Janssen claimed
that the amount of shares which are being held by Muermans
Vast Goed Roermond B.V. as indicated in the Annual Accounts,
was not correct. The chairman took notice of this remark
and will investigate this matter.
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1.
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It
is proposed to the meeting to adopt the Annual Accounts and to
grant discharge to the managing directors of the Company and the
managing director of its subsidiary, Royal Invest Europe B.V.
(“ RIE ”), for their
management.
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The
chairman established that the proposal was unanimously adopted
by the meeting.
II – Election of non-executive chairman of the Management
Board
The
chairman explained to the meeting the principle of the so
called one tier board in the United States of America.
Furthermore the chairman explained to the meeting that
he is the sole member of the advisory board of RIE (the
“ Advisory Board
”), however the Advisory Board is not an official
corporate body of RIE. In the near future the Advisory
Board will be converted to an official corporate body, the
supervisory board of RIE (the “ Supervisory Board
”). Furthermore the chairman explained to the meeting
that a so called investment committee will be installed which
committee shall have certain powers related to major real
estate transactions. The chairman was asked to accept a
position in the Management Board. The chairman was
honoured by the offer, however he emphasised that he can only
accept this offer in the event that a directors and officers
liability insurance will be arranged by the Company. The
chairman stated that the same condition will apply in the near
fu
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