AUTOHELLAS S.A.

DECISIONS OF THE ANNUAL GENERAL MEETING

(May, 15^th 2019)

 

Autohellas announces that, according to ATHEX article 4.1.3.3, its Annual General Meeting took place on May, 15^th 2019, 13:00pm at the company's headquarters in Kifissia. 64 shareholders were present or represented with 9,752,241 voting rights out of a total 12,213,750 shares, or 79.85% of total share capital.

 

The following decisions were taken by the Annual General Meeting:

 

SUBJECT 1: Unanimously approved the Annual Financial Statements (Company and Consolidated) for the fiscal year ended on 31.12.2018, the respective management report of the Board of Directors and the audit certificate of the Company's Statutory Auditors.  

 

SUBJECT 2: Unanimously approved the overall management of the members of the Board of Directors for the year 1.1.2018 - 31.12.2018 and the discharge of Statutory Auditors for fiscal year 2018.

 

 SUBJECT 3: Unanimously elected PRICEWATERHOUSECOOPERS S.A. to conduct the company's auditing for the fiscal year 2019 and approved their remuneration.

 

SUBJECT 4: Unanimously approved the proposed earnings distribution with a dividend payment of €1.50 per share for the fiscal year 2018. Dividends are subject to 10% withholding tax in compliance with the current legislation, therefore the net amount payable will be €1.35 per share. As of May, 20^th 2019 (cut-off date), shares will trade without the right to receive dividend. Beneficiaries of the dividend are those shareholders registered to the company's records in the Dematerialized Securities System as of May, 21^st 2019 (Record Date). According to the aforementioned, dividend payment will commence on May, 24^th 2019 through ALPHA BANK. 

 

SUBJECT 5: Approved by majority the Board of Directors members' remuneration for fiscal year 2018 and granted permission on the advance payments to Board of Directors' members for current year 2019.

 

More specifically:

Valid votes: 9,752,241 (namely 79.85% of the share capital and 100% of the present shareholders.

For: 9,584,844 (98.28%), Against: 167,397 (1.72%), Abstain: 0

 

SUBJECT 6: Approved by majority the reduction of the nominal value of each share from Euro 0.32 to Euro 0.08 with the simultaneous splitting and subsequent increase in the Company's total number of shares from 12,231,750 to 48,855,000 common shares with voting rights (stock split 1:4) and approved by majority the amendment of Article 3 of the Company's Article of Association.

 

More specifically:

Valid votes: 9,752,241 (namely 79.85% of the share capital and 100% of the present shareholders.

For: 9,434,104 (96.74%), Against: 0, Abstain: 318,137 (3.26%)

 

 

SUBJECT 7: Unanimously approved the segment spin-off “Import and Dealership of new SEAT cars and spare parts” of the company, by establishing a new company, according to provisions of Laws 2190/1920, 4548/2018 and 1297/1972, as they stand, with 31.12.2018 set as balance sheet date and unanimously approved the terms of the segment spinoff and of the Article of Association of the company established for this purpose as well as the appointment of representative of the Company for signing, before a notary, of the segment spin-off by establishing a new company for this purpose.

 

SUBJECT 8: Approved by majority the amendment of the Company's Article of Association in order to comply with Law 4548/2018 and, in particular, amendments of articles 1 to 20.

 

More specifically:

Valid votes: 9,752,241 (namely 79.85% of the share capital and 100% of the present shareholders.

For: 8,722,812 (89.44%), Against: 1,029,429 (10.56%), Abstain: 0

 

SUBJECT 9: Announcement to the General meeting of the election, dated 11.09.2018, of Mr. Marinos Yannopoulos as an independent, non-executive member of the Board of Directors in replacement of a resigned member.

 

SUBJECT 10: Unanimously approved and ratified the election of Marinos Yannopoulos dated on 19.12.2018 as a member of the Audit Committee in replacement of a resigned member.

 

SUBJECT 11: Briefing from the Audit Committee's Chairperson to the shareholders on the actions undertaken by the Audit Committee.

There was no special comment.

 

SUBJECT 12: Unanimously approved the election of members of the Audit Committee.

 

More specifically:

Valid votes: 9,752,241 (namely 79.85% of the share capital and 100% of the present shareholders.

For: 9,751,554 (99.99%), Against: 687 (0.01%), Abstain: 0

 

SUBJECT 13: Unanimously approved  the Granting of Authorization towards members of the Board of Directors and Directors of the Company to participate in the management of “Autotechnica S.A.”, “HYUNDAI S.A.”, “KIA S.A.” , “ELTREKKA S.A.”, “AUTOTECHNICA SERBIA DOO”, “AUTOTECHNICA MONTENEGRO DOO”, “AUTOTECHNICA FLEET SERVICES LLC”, “ANTERRA DOO”, “AUTOTECHNICA LTD”, “AUTOTECHNICA (CYPRUS) LIMITED”, “AUTOTECHNICA FLEET SERVICES S.R.L.”.