Autowerkstatt group N.V
Amsterdam, the Netherlands
Annual General Meeting
The Shareholders of autowerkstatt group N.V. (the ‘Company’) are hereby invited to attend the Annual General Meeting of Shareholders
of the Company. The meeting will take place on February 25, 2019 at 10.00 hours at the Company’s main office at Laan van Diepenvoorde
3, 5582 LA Waalre, The Netherlands and will be held in the English language.
The agenda for the meeting is as follows:
| 1. |
Opening;
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| 2. |
Report of the Management Board in respect of the financial year 2017;
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| 3. |
Adoption of the annual accounts for the financial year 2017;
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| 4. |
Proposal to authorize the directors to file the adopted Annual Accounts;
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| 5. |
Proposal to authorize the directors of the Company extension for preparation and inspection of Annual Accounts 2018 and the
Annual Report 2018;
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| 6. |
Distribution of the result for the financial year 2017;
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| 7. |
Discharge of the Members of the Management Board with respect to the performance of their duties during the financial year
2017;
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| 8. |
Discharge of the Members of the Supervisory Board with respect to the performance of their duties during the financial year
2017;
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| 9. |
Step down of Mr. Pretzl as a member of the supervisory board and to discharge as per the date of the dissolution;
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| 10. |
Proposal to appoint Mr. Spaett as a member of the supervisory board;
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| 11. |
Proposal to appoint the Management Board as the authorized corporate body to issue shares or rights of shares in the Company
for a period of 5 years as of February 25, 2019. It is proposed that the amount of shares to be issued is at the Board’s discretion
provided that the total number of shares issued after the issuance of the new shares will not exceed 23.000.000;
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| 12. |
Proposal to appoint the Management Board as the authorized corporate body to restrict or exclude the pre-emption right accruing
to shareholders for a period of 5 years, as of February 25, 2019 in case of the issue of shares or right of shares;
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| 13. |
The applicability of the Dutch Corporate Governance Code;
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| 14. |
Appointment of Stroeken B.V. as compilers of the financial statements for the financial year 2018;
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| 15. |
Use of English language in the annual accounts;
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| 16. |
Miscellaneous;
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| 17. |
Closing.
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Beginning today the annual accounts for the fiscal year 2017 will be made available for examination at the office of the Company
at Laan van Diepenvoorde 3, 5582 LA Waalre and in the investor relations section on the website of the company (www.autowerkstattgroup.de).
Shareholders who wish to attend the meeting are requested via their bank or broker to Lodge with Bankhaus Gebr. Martin AG,
z.Hd. Frau Groß, Schloßplatz 7, 73033 Göppingen, Fax: +49-7161-969317, E-Mail: bgross@martinbank.de, a confirmation that their
shares are registered in their name on the registration date. The Management Board has set the registration date as February
10, 2019. The written confirmation must be received not later than February 10, 2019 by 12:00 hours.
Shareholders will receive a certificate of registration (certificate of deposit) together with the certificate of deposit
number by email or post. Shareholders will be admitted to the meeting on presentation of their certificate of deposit number,
which serves as identification on registration. Every Shareholder may appoint a proxy to attend the Annual General Meeting
on behalf of his person by granting such a right in a written power of attorney. The proxy can be authorized either via sending
an E-Mail to the Company (jh@autowerkstattgroup.de) or by entitlement on the backside of the certificate of deposit number.
Waalre, January 24, 2019
autowerkstatt group N.V
The Management Board
Harald Kaiser
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