autowerkstatt group N.V.
Amsterdam, the Netherlands
Annual General Meeting of Shareholders
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 December 21, 2012 at 12:00 hours at the office of the company 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:
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1. |
Opening;
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2. |
Report of the Management Board in respect of the financial year 2011;
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3. |
Report of the Supervisory Board in respect of the financial year 2011;
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4. |
Adoption of the annual accounts for the financial year 2011;
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5. |
Distribution of the result for the financial year 2011;
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6. |
Discharge of the members of the Management Board with respect to the performance of their duties during the financial year
2011;
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7. |
Discharge of the members of the Supervisory Board with respect to the performance of their duties during the financial year
2011;
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8. |
Proposal to authorize the Management Board to cancel, wholly or in part, the distributable reserves of the Company by converting
such reserves into shares and distribute these shares to the shareholders at the same ratio as the pre-emptive right of the
shareholders;
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9. |
Proposal to give approval (Article 2:94 Dutch Civil Code) to the Management Board for all acts in law concerning the payment
on the shares to be issued;
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10. |
Proposal to authorize the Management Board to change the stock exchange and the stock market segment in which the shares of
autowerkstatt group N.V. are listed. The change can be executed either to a higher or an equal market segment of a German
stock exchange;
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11. |
Proposal to authorize the Management Board to acquire for valuable consideration shares in the Company for a period of 18
months as of December 20, 2012. The number of shares to be acquired shall be limited by the maximum percentage of shares the
Company may hold in its capital at any moment. This acquisition may take place by all kinds of agreements, including on a
Stock Exchange. The price per share may not be less than the par value and not more than 110% of the Stock Exchange price.
For purpose of offer price calculation, the Stock Exchange price is defined as the average of the closing prices on the Frankfurt
Stock Exchange of the last five days on which business was done, preceding the date of acquisition of shares;
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12. |
Appointment of Stroeken Rossieau B.V. as auditors for the financial year 2012;
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13. |
The applicability of the Dutch Corporate Governance Code;
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14. |
Miscellaneous;
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15. |
Closing.
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Beginning today the agenda and the annual accounts for the fiscal year 2011 will be made available for examination at the
office of the Company, Laan van Diepenvoorde 3, 5582 LA Waalre, 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 Donner&Reuschel AG: c/o Deutsche
Wertpapier-Service Bank AG, WASHV, Landsberger Str. 187, 80687 München, a confirmation that their shares are registered in
their name on the registration date. The Management Board has set the registration date as December 14, 2012. The written
confirmation must be received by Donner&Reuschel AG not later than December 17, 2012, 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 him 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 (ir@autowerkstattgroup.de)
or by entitlement on the backside of the certificate of deposit number.
Waalre, December 03, 2012
autowerkstatt group N.V.
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The Supervisory Board
Ewald Kaiser
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The Management Board
Harald Kaiser
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