Thunderbird Resorts Inc.
FRANKFURT : 4TR
EURONEXT AMSTERDAM : TBIRD

Thunderbird Resorts Inc.

September 21, 2016 17:47 ET

Annual General and Special Meeting of Shareholders Results, Election of Officers and Committee Members

PANAMA, REPUBLIC OF PANAMA--(Marketwired - Sept. 21, 2016) - Thunderbird Resorts Inc. ("Thunderbird" or "Group") (EURONEXT AMSTERDAM:TBIRD)(FRANKFURT:4TR) reports the following results of the Company's Annual General and Special Meeting of Shareholders held in Lima, Peru on September 21, 2016:

  • On the matter of election of the Board of Directors, the shareholders voted 96% in favor of electing Salomon Guggenheim, George Gruenberg, and Stephan Fitch to serve on the board for the ensuing year
  • Baker Tilly was appointed as auditors for the ensuing year and the Board of Directors was authorized to affix their remuneration (100% in favor)
  • The shareholders received and considered the financial statements together with the auditor's report thereon for the financial year ended December 31, 2015 (100% in favor)
  • At the meeting, in addition to the annual items of business, shareholders approved and resolved the following special resolution by a vote of 99% in favor :
    • The Board of Directors of the Corporation is hereby authorized, at a time to be determined by the Board of Directors of the Corporation, to voluntarily dissolve the Corporation pursuant to the BVI Business Companies Act of 2004, which winding up process and dissolution application shall be commenced and implemented at such time as determined by the Board in their sole discretion;
    • The Board of Directors of the Corporation is hereby authorized to make provision for and to discharge all liabilities of the Corporation in conjunction with the winding up and dissolution of the Corporation and in connection with such winding up and dissolution, is authorized to make a pro rata distribution to shareholders of the net proceeds available to the Corporation (after adjusting for carrying costs and other winding up and dissolution related expenses) from the sale of any or all remaining assets of the Corporation in such amounts and at such times as determined by the Board of Directors;
    • Any one director or officer of the Corporation be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution, including but not limited to, the filing of articles of dissolution under the BVI Business Companies Act; and
    • The directors of the Corporation may, in their discretion, without further approval of the shareholders, revoke this special resolution at any time before the filing of articles of dissolution under the BVI Business Companies Act in respect of the foregoing.

Granting the Board of Directors the right to voluntarily dissolve the Corporation does not mean that the same will occur. Approval of Shareholders in advance allows the Board the flexibility to undertake the same should the Board of Directors deem it to be in the best interest of shareholders based on the circumstances at the time, without the risk of delay of approval of specific transactions or the expense of calling another shareholder meeting to specifically approve such matter. In the event that the Company proceeds with its plan to liquidate and dissolve, the company in due course intends to delist from Euronext Amsterdam in accordance with the rules and procedures of Euronext Amsterdam

Following the meeting of shareholders the Board of Directors appointed the following persons as officers for the ensuing year:

  • Salomon Guggenheim, President and Chief Executive Officer
  • Albert W. Atallah, General Counsel and Corporate Secretary
  • Peter LeSar, Chief Financial Officer

Based on the recommendations made by the Nominating Committee, the Board approved the following committee members:

Audit Committee Stephan Fitch (Chairman)
George Gruenberg
Advisory member: Peter Lesar
Compensation Committee George Gruenberg (Chairman)
Stephan Fitch
Salomon Guggenheim
Nominating and Governance Committee Stephan Fitch (Chairman)
George Gruenberg
Salomon Guggenheim
Investment Committee Stephan Fitch (Chairman)
Advisory members: Salomon Guggenheim,
Peter Lesar and Albert Atallah

Doug Vicari decided to forego a seat on the Board for the ensuing year. The Company wishes to extend its sincere gratitude and appreciation to Doug Vicari who has been a director and the Chairman of the Audit Committee since 2007. The Company wishes Mr. Vicari all the best. Management also welcomes Stephan Fitch who will add his experience as a new member of the Board and will Chair the Audit Committee.

ABOUT THE COMPANY

We are an international provider of branded casino and hospitality services, focused on markets in Latin America. Our mission is to "create extraordinary experiences for our guests." Additional information about the Group is available at www.thunderbirdresorts.com.

Cautionary Notice: This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential revenue and future plans and objectives of the Group are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Group's forward-looking statements include competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, all of which are disclosed under the heading "Risk Factors" and elsewhere in the Group's documents filed from time-to-time with the AFM and other regulatory authorities.

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