Autowerkstatt group N.V
Amsterdam, the Netherlands
Annual General Meeting of Shareholders
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 December 23, 2014 at 9.00 hours at the Company’s main office at Laan van Diepenvoorde
3, 5582LA 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 2013;
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3. |
Adoption of the annual accounts for the financial year 2013;
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4. |
Distribution of the result for the financial year 2013;
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5. |
Discharge of the Members of the Management Board with respect to the performance of their duties during the financial year
2013;
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6. |
Discharge of the Members of the Supervisory Board with respect to the performance of their duties during the financial year
2013;
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7. |
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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8. |
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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9. |
Proposal to authorize the Management Board to acquire for valuable consideration shares in the Company for a period of 18
months as of December 23, 2014. 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 the foregoing the Stock Exchange Price will be the average of the closing price on the Frankfurt Stock Exchange
of the last five days on which business was done, preceding the date of acquisition;
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10. |
The applicability of the Dutch Corporate Governance Code;
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11. |
Appointment of Global Forward B.V. as compilers of the financial statement for the financial year 2014;
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12. |
Miscellaneous;
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13. |
Closing.
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Beginning today the complete agenda, the annual accounts for the fiscal year 2013 will be made available for examination at
the office of the Company, 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,
zHd. 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 Boardhas set the registration date as December
16, 2014. The written confirmation must be received not later than December 17, 2014 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 (ir@autowerkstattgroup.de) or by entitlement on the backside of the certificate of deposit number.
Waalre, December 7, 2014
autowerkstatt group N.V
The Management Board
Harald Kaiser
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