Dear investor,

On April 24, we had a digital meeting regarding the request for interest suspension for the remainder of the year 2020. This request was adopted at the time with 331 votes in favor and 10 votes against.

It is now almost 3 months later and the financial situation has improved DIVAGROUP BV very serious. Since mid-March of this year, we have no longer been able to generate turnover and the prospects for this are also zero for the entire year of 2020. All major events have been canceled for the remainder of 2020 or postponed to 2021.

From July 1, events can take place again with many restrictions, but the lead time for the sale of an event is 3 to 9 months, so this is of virtually no use to us for the entire year of 2020. Moreover, people are not in the mood to book an event and the large international companies are in control or they do not think it is appropriate to do events now. But the restrictions imposed on us are also commercially disastrous.

We expect that our industry will only be able to slowly get going again after there is an approved vaccine that will be available worldwide, which appears to be mid-2021 at the earliest, so that financial year can also be considered lost. We only expect recovery from 2022.

The help from the state is minimal and completely insufficient for our industry. The NOW scheme temporarily alleviates the pain somewhat (stops in September), but the loans offered are expensive, short-term and only make our financial position worse at a time when we have to start over and that is therefore of no use to us on top of the current position. Conditions are also imposed on bondholders when restructuring the debt position, which significantly deteriorate your position. Otherwise we pile debt upon debt and it is a stay of execution.

So we are now faced with the following choice:

    1. We file for bankruptcy;
    2. We try to organize a total solution, in which everyone will ultimately have to work together. So all employees, management, financiers, shareholders and suppliers. In this way, bankruptcy can be prevented and everyone will still have part of his/her investment back.

Our choice number 2 is the continued existence of Oceandiva, in which all involved must cooperate. 

What does this mean for the NPEX investor?
We offer investors two group options:
a) 50% of the principal amount, of which we will pay 1% in cash on September 25 and the remaining 25% will remain until August 1, 2024 as a subordinated loan without interest and will then be paid. All this against final discharge.
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b) 33% of the principal amount, which is paid in cash on September 1 upon final discharge.

We therefore invite you to attend the bondholders' meeting via a ZOOM meeting on Wednesday, August 12 at 14.00:XNUMX PM. You will receive an invitation from the Bondholder Interest Foundation, which will also provide you with the opportunity to cast your vote by email. You will first be asked to vote for or against early partial payment and then to choose from option a or b.

If the majority of bondholders vote in favor of this proposal, this proposal will be binding for all bondholders and, as indicated above, you will receive a refund no later than September 1st via either option a or option b.

Sacrifices are also being asked from the other financiers Riverbank and Neos, both in proportion to the securities they have, also in relation to the NPEX investor. The shareholders must deposit cash to finance the agreed redemption amounts. The shareholders and Riverbank have now reached an agreement on the intended total solution.

Finally, it is the turn of NPEX investors to vote on our proposal. If it is voted in favor, we will pay the proposed final lump sum payment on September 1, if no agreement is reached we will have to file for bankruptcy, because everything is interrelated. All this is subject to the condition that Neos also agrees to the proposed restructuring.

We find it extremely regrettable to have to come up with the above proposal, but we no longer see any other way out. 1,5 years ago we celebrated our 15th anniversary and at the beginning of 2020 we seemed to be heading for our best year ever, we can hardly comprehend the situation that has arisen! We believe that many of the policies pursued by the state are of which we are the victims and are victims of something over which we have had no influence in any way and which is even against the constitution. The decision has been made for us and in addition to the other stakeholders and shareholders, the NPEX investors also suffer from this and that is very sad. However, we hope that you, like our other financiers and suppliers, have some understanding of this extremely exceptional situation.

If the majority of bondholders vote against this proposal, it will be rejected and we will be forced to file for bankruptcy.

Trusting that we have sufficiently informed you with the above, we remain,

The direction,
DIVAGROUP BV.