CALL OF A SHAREHOLDERSΆ EXTRAORDINARY GENERAL MEETING
OF THE OF THE JOINT-STOCK COMPANY UNDER THE NAME “AUTOHELLAS TOURISM AND TRADING COMPANY S.A.” (HERTZ)
JOINT-STOCK COMPANIES REG. No. 851/06/B/86/43

GENERAL COMMERCIAL REGISTRY No.: 250 501 000

 

In accordance with the applicable legislation and the Articles of Association of the Company and following a decision of the Board of Directors on October 3 2014, the shareholders of the joint-stock company with registered office in Kifissia (31 Viltianioti str.) under the name “AUTOHELLAS TOURISM AND TRADING COMPANY S.A." (hereinafter called, the Company) are invited to an Extraordinary General Meeting on Friday, October 31 2014, Friday at 13:00 at the registered office of the Company on 31 Viltianioti str.- Kifissia.

 

ISSUES OF THE AGENDA:

 

1. Approval of the Merger by acquisition of the company under the name "VACAR INDUSTRIAL AND TRADING S.A." by the Company in accordance with the provisions of Laws 2190/1920 and 4172/2013. Approval of the Draft Merger Contract of July 31 2014 and the related reports of the Board of Directors.

 

2. Approval of the increase of the share capital of the Company by issuance of new shares due to merger. Amendment to article 3 of the Articles of Association of the Company. Providing relevant authorizations.

 

 

If quorum is not reached, the Shareholders are invited to First Iterative General Meeting on Tuesday, November 11 2014, at 13:00 - Kifissia. If quorum is not reached again, the Shareholders are invited to Second Iterative General Meeting on Monday, November 24 2014, at 13:00 at the registered office of the Company on 31 Viltianioti str - Kifissia.    
Note that no new calls shall be published on the iterative meeting in accordance with Article 29 of Law 2190/1920 as amended and in force. 

 

According to articles 26 par. 2b and 28a of Codified Law 2190/1920, as applicable, the Company informs its shareholders of the following:

             
RIGHT OF PARTICIPATION IN THE GENERAL MEETING     

Each person, who is registered as a shareholder (holder of common registered shares of the Company) in the records of the Dematerialised Securities System, managed by the "Hellenic Exchanges S.A." (H.E.S.A.), which keeps the securities of the Company according to the following, is entitled to participate in the Extraordinary General Meeting. Each common share is entitled to one vote. As proof of shareholder qualification, each shareholder must present to the Company a relevant written certificate, issued by H.E.S.A., not later than three days prior to the General Meeting. Pursuant to law, Shareholders who are legal entities, must submit, within the same deadline, their legalization documents, unless they have already been submitted to the Company, when reference to the document of representation relating to their submission is sufficient. Alternatively, proof of shareholder qualification may be obtained via direct on-line connection of the Company to the records of the aforementioned Dematerialised Securities System.

Specifically, the shareholder status must exist on 10.26.2014 (Record Date), i.e. at the beginning of the fifth (5th) day prior to the date of the General Meeting of 10.31.2014, and the relevant written certificate or the electronic verification of shareholder status must be received by the Company not later than 10.28.2014, i.e. the third (3rd) day prior to the date of the Extraordinary General meeting. For the Company, only those who are qualified as shareholders on the aforementioned Record Date shall be entitled to attend and vote at the Extraordinary General Meeting. In case of non-compliance with the provisions of article 28a of Codified Law 2190/1920, such shareholder may attend the Extraordinary General Meeting only following its permission. The exercise of these rights does not require the blocking of the beneficiaryΆs shares or any other similar procedure, which limits the right to sell and transfer shares during the period between the Record Date and the Extraordinary General Meeting.

 

If quorum is not formed on October 31 2014, the Shareholders are invited to First Iterative General Meeting on Tuesday, November 11 2014, at 13:00 at the registered office of the Company on 31 Viltanioti str. - Kifissia.         

For the shareholders to participate in that First Iterative General Meeting, the shareholder qualification must exist on 11.07.2014 (Record Date), i.e. at the beginning of the fourth (4th) day prior to the date of First Iterative General Meeting of 11.11.2014, and the relevant written certification or electronic verification of shareholder qualification must be received by the Company not later than 11.08.2014, i.e. the third (3rd) day prior to the date of the First Iterative General Meeting.

The appointment and revocation of proxies shall be in writing and served to the Company in writing, at least three (3) days prior to the date of the First Iterative General Meeting.  

In case of failure to reach quorum again on November 11 2014 the Shareholders are invited to Second Iterative General Meeting on Monday, November 24 2014, at 13:00 at the registered office of the Company on 31 Viltanioti str. - Kifissia.

For the shareholders to participate in that Second Iterative General Meeting, the shareholder qualification must exist on 11.20.2014 (Record Date), i.e. at the beginning of the fourth (4th) day prior to the date of Second Iterative General Meeting of 11.24.2014, and the relevant written certification or electronic verification of shareholder qualification must be received by the Company not later than 11.21.2014, i.e. the third (3rd) day prior to the date of the Second Iterative General Meeting.

The appointment and revocation of proxies shall be in writing and served to the Company in writing, at least three (3) days prior to the date of the Second Iterative General Meeting.

 

PROCEDURE ON EXERCISING VOTING RIGHTS BY PROXY

 

Each shareholder participates in the Extraordinary General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participating in the Extraordinary General Meeting may appoint up three (3) individuals as their proxies. However, if a shareholder holds shares of the Company, held in more than one securities account, such limitation shall not prevent the shareholder from appointing separate proxies for shares, held in each securities account, with respect to the Extraordinary General Meeting. Proxies acting on behalf of several shareholders may cast different votes for each shareholder. Proxies of  shareholders must disclose to the Company, prior to the commencement of the Extraordinary General Meeting, any fact which may be useful to shareholders to assess the risk that the proxy may serve interests other than the interests of the shareholders. Within the meaning of this paragraph,  a conflict of interests may exist, especially when the proxy is: a) either a shareholder, who controls the Company or another legal entity controlled by this shareholder, b) a member of the Board of Directors or, in general, member of the Management of the Company or of a shareholder, who controls the Company or of another legal entity, controlled by a shareholder who controls the Company, c) an employee or an auditor of the Company or of a shareholder, who controls the Company or of another legal entity, controlled by a shareholder, who controls the Company, d) spouse or first-degree relative of one of individuals mentioned in subparagraphs (a) to (c).

 

The appointment and revocation of proxies shall be in writing and served to the Company in writing, at least three (3) days prior to the date of the Extraordinary General Meeting. The Company shall make the form which may be used for the appointment of proxy available on its website (www.hertz.gr). This form must be sent to the Shareholders Department of the Company (tel. +30 210 6264256) completed in full and signed by the shareholder, in accordance with the specific instructions for completing, signing and submitting the form contained in, either by fax to the attention of the Shareholders Department at +30 210 6264039 Shareholders or by post to the Shareholders Department of the Company on 31 Viltanioti str., Kifissia, Attica, in any case at least three (3) days prior the date of the General Meeting. If the form for appointing a proxy is posted to the Company or by fax at the above number, and therefore is not signed before the Investor Relations Officer of the Company, it is required to bear the authenticated original signature of the person signing shareholder, otherwise it shall not be accepted by the Company. Shareholders are requested to ensure the confirmation of successful delivery of the form appointing the proxy and its receipt by the Company by calling the Shareholders Department (at +30 210 6264256).

         
MINORITY RIGHTS

 

According to article 39, par. 2, 2a, 4 and 5 of Codified Law 2190/1920, as amended and in force, shareholders have the following rights:

 

a) Upon request of shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors shall include in the agenda of the General Meeting, which has been already called, additional items, when the request is received by the Board of Directors at least fifteen (15) days prior to the General Meeting. The request for the inclusion of additional items in the agenda shall be accompanied by reasoning or a draft resolution to be approved at the General Meeting and the revised agenda shall be published in the same manner as the previous agenda, i.e. thirteen (13) days prior to the date of the General Meeting and shall also become available to shareholders at the Company's website, along with the reasoning or draft resolution submitted by the shareholders as provided in article 27, paragraph 3, Codified Law 2190/1920.       

b) Upon request of shareholders, representing one twentieth (1/20) of the paid up share capital, the Board of Directors shall make available to shareholders, as laid down in article 27, paragraph 3, Codified Law 2190/1920, at least six (6) days prior to the date of the General Meeting, draft resolutions for items included in the original or revised agenda, when the request is received by the Board of Directors at least seven (7) days before the General Assembly.

 

c) Upon request of any shareholder, submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors shall provide the General Meeting specific information requested on the affairs of the Company to the extent that they are useful for the actual assessment of the items in the agenda. The Board of Directors may respond as a whole to requests of shareholders with the same content. Obligation to provide information does not apply when the information is already available on the Company's website, especially in the form of questions and answers. Also, upon request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors shall notify the Regular General Assembly of the amounts paid in the last two years to each member of the Board of Directors or the managers of the company, and any other benefit provided to these persons due to any cause or contract between the company and them. In all the above cases, the Board of Directors may refuse to provide information due to sufficient substantial reason to be recorded in the Minutes.       

d) Upon request of shareholders, representing one fifth (1/5) of the paid up share capital, submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors shall provide the General Meeting information on the course of the corporate affairs and financial condition of the Company. The Board of Directors may refuse to provide information due to sufficient substantial reason to be recorded in the Minutes.

 

As for the minority rights of shareholders at the above possible First and Second Iterative General Meetings, whatever stated above shall apply mutatis mutandis.     
 
In all the aforementioned cases, the requesting shareholders must prove their shareholder qualification and the number of shares held at the time of exercising that right. Such proof is considered either a written certificate, issued by H.E.S.A. or a verification of shareholder qualification, obtained via direct on-line connection between the H.E.S.A. records and the Company.

 

AVAILABLE DOCUMENTS AND INFORMATION          

Information of article 27, par. 3, Codified Law 2190/1920, including the convocation of the Extraordinary General Meeting, the proxy appointment form and the draft resolutions on the issue in the agenda, shall become available in electronic form on the Company's website www.hertz.gr.
The full text of the draft resolutions and the documents referred to in article 27, par. 3, subpar. c and d, Codified Law 2190/1920 are available for free in hard copy at the premises of the Company, Shareholder Support Department (31 Viltanioti str. - Kifissia).

 

 

Kifissia, October 3 2014
Ordered by the Board of Directors
The President of the Board of Directors

 

Theodoros Vassilakis