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    OTOEL   GRS337003008

AUTOHELLAS S.A.

(OTOEL)
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Autohellas S A : INVITATION TO AN EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

07/30/2021 | 12:19pm EDT

No. G.T.R. 000250501000

Α1

INVITATION TO AN EXTRAORDINARY GENERAL MEETING

OF THE SHAREHOLDERS OF THE SOCIETE ANONYME COMPANY WITH THE NAME

AUTOHELLAS TOURIST AND TRADING SOCIETE ANONYME

NUMBER OF GENERAL TRADE REGISTER (G.T.R): 250501000

(Hereinafter, the "Company")

According to Law 4548/2018, as in force, as well as article 10 par. 3 of the Company's Articles of Association and following the decision of the Board of Directors of 30.07.2021, the shareholders of the Company are invited to an Extraordinary General Meeting on September 1st 2021, day Wednesday at 13:00 p.m., which will be held entirely with the participation of the shareholders remotely, either in real time via videoconference or by postal vote and without the physical presence of the shareholders at the venue, in accordance with article 125 of Law 4548/2018, due to the existence of an important reason, namely the urgent need to take preventive measures to limit the spread of the SARS- COV-2 coronavirus, in order to discuss and take decisions on the following agenda items:

ITEMS ON THE AGENDA

  1. Cancellation of treasury shares pursuant to article 49 of Law 4548/2018 and corresponding reduction of the Company's share capital. Amendment of Article 3 of the Company's Articles of Association. Provision of authorizations.
  2. Authorization to the Board of Directors to increase the Company's share capital by issuing new, common, registered, voting shares, in accordance with article 24 par. 1b of Law 4548/2018.
  3. Authorization to the Board of Directors to issue a bond loan with bonds convertible into common, registered, voting shares, pursuant to article 71 par. 1b of Law 4548/2018.
  4. Amendment of the resolution of the Company's Annual General Meeting of 15 July 2020 on the authorization of the Board of Directors to establish a share issue program in the form of stock options, to include members of the personnel of the subsidiaries of the Company within the meaning of article 32 of Law no. 4308/2014.
  5. Election of new member(s) of the Board of Directors.

In the event that the quorum required by law and the Articles of Association is not reached at the initial meeting (as above) and for this reason it is not possible to take decisions on the items on the agenda, the general meeting of the Company's shareholders will convene in a repeat meeting on September 8th 2021, day Wednesday and at 13:00 p.m., in accordance with the provisions of article 130 par. 2 of Law 4548/2018, as in force. In the event of any repeat general meeting, no further notice will be published, and the meeting will also be held entirely with the participation of shareholders from a distance in accordance with Article 10 para. 3 of the Articles of Association, either in real time via teleconference or by postal vote, without the physical presence of the shareholders, due to the important reason. Instructions on the procedure for the participation of shareholders in the general meeting by means of teleconference or postal vote are provided below.

According to Article 121 par. 3 & 4 of Law 4548/2018, the Company informs its shareholders of the following:

PERSONS ENTITLED TO PARTICIPATE IN THE GENERAL ASSEMBLY

Any person who is a shareholder at the beginning of the fifth (5th) day prior to the day of the initial meeting of the general meeting, i.e., at the beginning of August 27th 2021 (the "Record Date") is entitled to participate in the Extraordinary General Meeting (initial meeting and any subsequent meeting). The aforesaid Record Date shall also apply in the event of any repeat meeting as aforesaid. Proof of shareholding may be provided by any legal means and in any case based on information received by the Company from the Hellenic Central Securities Depository S.A. (ATHEXCSD) which manages the book-entry securities system, if it provides registry services to the Company, or through the participants and registered intermediaries in the central securities depository in any other case. A shareholder may

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No. G.T.R. 000250501000

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participate in the General Meeting based on confirmations or notices pursuant to Articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the meeting refuses such participation for an important reason justifying its refusal in compliance with the applicable provisions (article 19 paragraph 1 of Law 4569/2018, article 124 paragraph 5 of Law 4548/2018).

In principle, anyone who appears in the book-entry securities system managed by the company under the name "Hellenic Central Securities Depository S.A." (EL.KA.T. ), as a person entitled to exercise voting rights in respect of shares issued by the Company (shareholder, usufructuary, pledging lender with voting rights, etc.) or who is identified as such on the basis of the relevant date through registered intermediaries or other intermediaries in accordance with the provisions of the law (Law no. 4548/2018, ν. 4569/2019, ν. 4706/2020 and Regulation (EU) 2018/1212) as well as the Operating Regulations of the Hellenic Central Securities Depository S.A. (GGS B΄ GGS B/1007/16.03.2021). The Company's access to the register of the Hellenic Central Securities Depository is provided by a direct electronic connection of the Company to this register.

The exercise of participation and voting rights in the general meeting does not require the blocking of the beneficiary's shares or the observance of any other similar procedure, which restricts the possibility of selling and transferring them during the period between the Record Date and the general meeting.

Legal persons shall participate in the general meeting through their representatives.

PROCEDURE FOR PARTICIPATION AND VOTING IN THE GENERAL MEETING FROM A DISTANCE IN REAL TIME VIA VIDEOCONFERENCE.

In order for shareholders to participate and vote in the Extraordinary General Meeting of September 1st 2021 or its repetition, which will be held remotely in real time via videoconference without their physical presence, the creation and use of an electronic account of the shareholder or his/her representative, if any, in the electronic platform developed by the Hellenic Stock Exchange-Athens Exchange Group for the provision of services for the holding of General Meetings remotely in real time via videoconference is required for issuing companies on the website: https://axia.athexgroup.gr.

The web platform is provided by the company "Hellenic Central Securities Depository S.A.", while the WEBEX group of tools/services from Cisco Hellas SA is used for videoconferencing.

Access to the online platform requires a computer or a mobile phone such as a smartphone or tablet, with an installed web browser and internet access. For the creation of the account of the shareholder or its representative on the above electronic platform, the valid e-mail address, and the mobile phone number of the shareholder or its representative, if any, is required.

In the event that upon entering the electronic platform the above data entered by the shareholder are not identical to the data registered in the book-entry system and notified to the Company by the company "Hellenic Central Securities Depository S.A." within the framework of the services of facilitating the identification of shareholders in general meetings at a distance that it provides to the issuing public limited companies in accordance with the decision No 8 of the Board of Directors of the company "Hellenic Central Securities Depository S.A." No. 8, "Services of facilitating the identification of shareholders in general meetings at a distance & providing an authentication procedure for two shareholders in general meetings at a distance & providing an authentication procedure for two shareholders in general meetings at a distance", " Technical terms and procedures of the Registry Service, Corporate & Other Related Transactions " the shareholder should proceed with the information or update the above data to create the account.

For this purpose, shareholders are requested to contact without delay the Participant of the Securities Account of the S.I. S (S.A.T.) or any other intermediary providing custody services for the Company's shares, as the case may be, to communicate and/or update their valid e-mail address and mobile phone number for their identification.

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Further instructions on how to participate in the General Meeting via videoconference will be posted on the Company's website and will be sent by the Company via email to shareholders who have completed the above procedure and are entitled to participate in the Extraordinary General Meeting or any subsequent Extraordinary General Meeting.

Shareholders may contact for any questions and information the Company's Shareholder Services Department (Mr. Zacharias Vitzilaios) by telephone at 210 626 4256 or by email at investor.relations@hertz.gr, daily during working days and hours.

Also, from the publication of this document until the end of the General Meeting, a help desk will be available from the publication of this document until the end of the General Meeting to provide information and support to shareholders and their proxies by telephone at 2103366120, or by e-mail at AXIAeShareholdersMeeting@athexgroup.gr.

Shareholders who participate in the general meeting via real-time videoconference will be considered for the formation of the quorum and the majority and will be able to exercise their rights effectively during the general meeting, in accordance with the applicable legislation.

Shareholders who will be connected to the online platform will be able to participate in the general meeting via real- time videoconference through a link sent to them by email. By activating the videoconferencing application (Cisco Webex), through this link, shareholders will be able to: (a) follow the general meeting by electronic or audio-visual means, (b) speak and address the general meeting orally during the general meeting, while at the same time, through the online platform, they will be able to: (c) vote in real time during the general meeting on the items on the agenda; and (d) receive information on the recording of their votes

PROCEDURE FOR ABSENTEE VOTING PARTICIPATION IN THE VOTING CONDUCTED BEFORE THE GENERAL MEETING BY POSTAL VOTE

  • In accordance with Article 10 par. 3 of the Articles of Association and article 126 of Law 4548/2018, shareholders are also provided with the possibility to participate themselves or their representatives remotely in the voting on the issues of the general meeting to be held prior to the general meeting by postal vote. Shareholders who wish to participate remotely in the voting on the items on the agenda of the Extraordinary General Meeting to be held prior to the general meeting may make use of this possibility:
    (a) either by exercising the right to vote before the Extraordinary General Meeting through the online platform https://axia.athexgroup.gr where they will have previously created an account and successfully registered as mentioned above, during the period from August 28th 2021 and 12:00 noon and no later than twenty-four(24) hours before the date of the General Meeting, i.e., no later than August 31st 2021 and 1:00 p.m.,
  1. either by completing and submitting to the Company the "Absentee Voting Form", which the Company will make available on its website www.autohellas.gr. This form must be sent to the Company completed in all its parts and signed by the person entitled to participate in the general meeting, in accordance with the specific instructions for signature and submission included therein, or scanned by email to the email address investor.relations@hertz.grwith the subject "Form of Postal Vote - Extraordinary General Meeting September 01st 2021" or by fax at 210 626 4449 to the attention of the Shareholders' Service Officer and the original thereof must be sent to the Shareholders' Service Department of the Company, at its offices at 31 Viltanioti Street, Kifissia, Attica, P.C. 14564, tel. 210 626 4256. The Company must receive the above Form of Absentee Vote by the above methods at least twenty-four(24) hours before the beginning of the meeting, i.e., by August 31st 2021 at 1:00 p.m.
  2. either participate on the basis of confirmations or notifications in Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

Shareholders, who vote in accordance with the above before the general meeting, shall be counted for the formation of the quorum and majority only if the relevant votes have been received by 13:00 p.m. on August 31st 2021.

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No. G.T.R. 000250501000

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Please note that shareholders wishing to appoint proxies to participate remotely in the voting on the matters to be voted on at the General Meeting prior to the General Meeting may appoint up to one (1) proxy, whose appointment must be made at least forty-eight(48) hours prior to the date of the General Meeting, i.e., by August 30th 2021 at 13:00 p.m., as more specifically stated below. After this deadline, it will not be possible to participate by proxy in the voting to be held prior to the General Meeting.

  1. If the quorum required by law and the Articles of Association for the discussion and decision on the above matters is not achieved, at the repeat Extraordinary General Meeting of September 08th 2021, the right to participate in the General Meeting from a distance by absentee voting must be re-exercised in a vote to be held before the repeat Extraordinary General Meeting, in the following ways:
  1. either by exercising the right to vote before the repetitive general meeting through the online platform https://axia.athexgroup.gr where they will have previously created an account and successfully registered as mentioned above, during the period from September 2nd 2021 at 12:00 noon and no later than twenty-four(24) hours before the date of the repetitive general meeting (i.e. no later than 1:00 p.m. on September 07th 2021).
  2. either by completing and submitting to the Company the "Absentee Voting Form", which the Company will make available on its website www.autohellas.gr. This form must be sent to the Company, completed in all its parts and signed by the person entitled to participate in the general meeting, in accordance with the specific instructions for completion, signature and submission included therein, or scanned by email to the email address investor.relations@hertz.grwith the subject "Form of Postal Vote - repeat Extraordinary General Meeting September 08th 2021" or by fax at 210 626 4449 to the attention of the Shareholders' Service Officer and the original thereof must be sent to the Shareholders' Service Department of the Company, at its offices at 31 Viltanioti Street, Kifissia, Attica, P.C. 14564, tel. 210 626 4256. The Company must receive the above Form of Absentee Ballot by the above methods at least twenty-four(24) hours prior to the commencement of the repetitive general meeting (i.e., no later than 1:00 p.m. on September 7th 2021).
  3. either participate on the basis of confirmations or notifications in Articles 5 and 6 of Regulation (EU) 2018/1212 provided by intermediaries.

Shareholders who vote in accordance with the above before the repetitive general meeting shall be counted for the formation of the quorum and majority only if the relevant votes have been received by the Company no later than 13:00 p.m. on September 7th 2021.

For any Repeated General Meeting of September 8th 2021, shareholders who had not appointed a proxy at the original general meeting or shareholders who wish to replace the proxy they had appointed in order to participate remotely in the voting to be held prior to the repetitive general meeting may appoint up to one (1) proxy, whose appointment must be made at least forty-eight (48) hours before the date of the repetitive general meeting (i.e. no later than 1:00 p.m. of September 6th 2021), as more specifically stated below.

After this date, it will not be possible to participate by proxy in the voting that will take place before the repetitive general meeting.

  1. Each beneficiary (shareholder or proxy) is encouraged to address the General Meeting by submitting questions in writing at least forty-eight (48) hours before the appointed date of the General Meeting by sending a message to investor.relations@hertz.gror by fax to 210 626 4449 or to the Shareholders' Service Department of the Company, at its offices at 31, Viltanioti Street, Kifissia, Attica, P.C. 14564, tel. 210 626 4256.

The shareholder is requested to ensure that the form for the appointment of a proxy and postal vote is successfully sent and for this purpose he/she may call the following telephone number: 210 626 4256 (Shareholders' Service Department, Mr. Zacharias Vitzilaios).

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No. G.T.R. 000250501000

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MINORITY RIGHTS OF SHAREHOLDERS

According to Article 141 par. 2, 3, 6 and 7 of Law 4858/2018, shareholders have the following rights:

(a) Paragraph 2:

At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include additional items in the agenda of a general meeting that has already been convened, if the relevant request is received by the Board of Directors at least fifteen (15) days before the general meeting, i.e., in this case by August 17th 2021. The additional matters must be published or notified under the responsibility of the board of directors in accordance with article 122 of Law 4548/2018 at least seven (7) days before the general meeting. The request for the inclusion of additional items on the agenda shall be accompanied by a justification or a draft resolution for approval at the general meeting and the revised agenda shall be published in the same manner as the previous agenda, thirteen (13) days before the date of the general meeting, in this case by August 19th 2021, and at the same time made available to shareholders on the Company's website, together with the justification or draft resolution submitted by the shareholders. If these matters are not published, the requesting shareholders shall be entitled to request the adjournment of the general meeting, setting a date for the continuation of the meeting, the date specified in the shareholders' request, which may not be more than twenty (20) days from the date of the adjournment, and to make the publication themselves as provided for in the third subparagraph of this paragraph, at the Company's expense.

(b) Paragraph 3:

Shareholders representing one twentieth (1/20) of the paid-up share capital have the right to submit draft resolutions on matters included in the original or any revised agenda of the General Meeting. Such request must be received by the Board of Directors at least seven (7) days before the date of the general meeting, in this case by August 25th 2021, and the draft resolutions shall be made available to shareholders as described below under the heading "AVAILABLE DOCUMENTS AND INFORMATION" at least six (6) days before the date of the general meeting, in this case by August 26th 2021.

(c) Paragraph 6:

At the request of any shareholder, submitted to the Company at least five (5) full days prior to the Extraordinary General Meeting, i.e., in this case no later than 13:00 p.m. on August 27th 2021, the Board of Directors is obliged to provide the General Meeting with the specific information requested on the Company's affairs, insofar as it is relevant to the items on the agenda. There is no obligation to provide information where the relevant information is already available on the Company's website, in particular in the form of questions and answers. Furthermore, at the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to communicate to the Extraordinary General Meeting the amounts paid to each member of the Board of Directors or the directors of the Company during the last two years, as well as any benefits paid to these persons from any cause or contract of the Company with them. In all of the above cases the board of directors may refuse to provide the information for good cause shown in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders on the board of directors, in accordance with articles 79 or 80 of Law 4548/2018. In the cases referred to in this paragraph, the board of directors may respond uniformly to shareholder applications with the same content.

(d) Paragraph 7:

At the request of shareholders representing one tenth (1/10) of the paid-up share capital submitted to the Company at least five (5) full days prior to the general meeting, i.e., in this case no later than 13:00 p.m. on August 27th 2021, the Board of Directors is obliged to provide the general meeting with information on the progress of the Company's affairs and its financial situation. The board of directors may refuse to provide the information for a compelling material reason, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders on the board of directors, pursuant to Articles 79 or 80 of Law 4548/2018, provided that the respective members of the board of directors have received the relevant information in an adequate manner.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

AutoHellas SA published this content on 30 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 July 2021 16:18:07 UTC.


© Publicnow 2021
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Sales 2021 552 M 647 M 647 M
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Yield 2021 3,08%
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