Translation from Bulgarian N O T I C E

Transcription

1 Translation from Bulgarian N O T I C E The Supervisory Board of Eurohold Bulgaria AD, city of Sofia, hereby convenes extraordinary general meeting of shareholders of Eurohold Bulgaria AD, to be held on 02 October 2013 at a.m. in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor, meeting room, with the following agenda: First item: Adoption of Policy for Remunerations of the Members of the Management and the Supervisory Boards of Eurohold Bulgaria AD, pursuant to Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission. (draft resolution The General Meeting of Shareholders adopts the Policy for Remunerations of the Members of the Management and the Supervisory Boards of Eurohold Bulgaria AD, pursuant to Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission.); Second item: Adoption of report containing remuneration policy implementation program for the next financial year or for a longer period, pursuant to article 12, paragraph 2 of Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission. (draft resolution The General Meeting of Shareholders adopts a report containing remuneration policy implementation program for the next financial year or for a longer period, pursuant to article 12, paragraph 2 of Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission.). Third item: Adoption of resolution for authorization of the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bul garia through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). (draft resolution The General meeting of the shareholders votes resolution for authorization of the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of

2 (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). The registration of participants in the meeting will start at a.m. on 02 October 2013 in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. On the grounds of article 115, paragraph 2 of the Law on Public Offering of Securities, the company informs the shareholders that the total number of its shares is (one hundred twenty seven million three hundred and forty five thousand) all of them having voting rights in the general meeting of shareholders. Any persons who are registered in the registers of the Central Depository as shareholders within 14 days prior the date of the general meeting, i.e. on 18 September 2013 shall be allowed to participate in the general meeting. Only the persons who are registered as shareholders up to that date inclusive shall have the right to participate and to vote in the general meeting. The shareholders shall have the right to put items on the agenda of the general meeting and to make proposals for resolutions on items on the agenda of the general meeting. Any shareholders, who hold for more than three months, jointly or severally, shares which represent at least 5 percent of the company s capital, may include other items on the agenda and to propose resolutions on items that are already on the agenda of the general meeting, upon announcement in the trade register. Not later than 15 days prior the opening of the general meeting (17 September 2013), any shareholders who hold for more than three months, jointly or severally, shares which represent at least 5 percent of the company s capital, shall submit to the trade register for announcement a list of items to be included on the agenda and the proposals for resolutions under items that are already on the agenda of the general meeting. The fact that shares are being held for more than three months shall be proved by declaration. On the next working day after the announcement of items in the trade register at latest, the shareholders shall submit to the commission and to the public company the materials under article 223a, paragraph 4 of the Commerce Law. Upon receiving the materials Eurohold Bulgaria AD will update the notice and will publish it together with the written materials under the provisions of article 100т, paragraph 1 and 3 of the Law on Public Offering of Securities immediately, but not later than the end of the working day following the day of receipt of the notice for putting the items on the agenda. The shareholders have the right to raise questions during the general meeting. The members of the management and the supervisory board of the company shall answer correctly, in details and to the point of the shareholders questions raised at the general meeting, about the economic and financial position and business activity of the company, except in relation to circumstances that are considered internal information. The shareholders may ask such questions, regardless of whether they are relevant to the agenda. In order to be allowed to participate in the general meeting, the shareholders shall identify themselves by identity document, and the proxies shall present an original and explicit notarized power of attorney for the specific general meeting with content complying with the requirements of article 116, paragraph 1 of the Law on Public Offering of Securities and the applicable legislation. Any reauthorization with the rights vested by the power of attorney, and any power of attorney issued in breach of the rules under the preceding sentence, shall be void. The shareholders who are legal entities and sole proprietors registered pursuant to the Bulgarian legislation shall submit certificate for current entries in the Trade Register. Foreign legal entities shall submit original good standing certificate as per registration, issued within 3 months before the date of the general meeting by the competent authority of their country of domicile, translated, certified and legalized pursuant to the

3 Bulgarian legislation. Shareholders who hold shares at the Polish Central Depository (KDPW), shall submit certificate with official translation in Bulgarian or in English language, issued by a depository institution that holds financial instruments, proving the number of shares held by the respective shareholder as at 18 September Public company s shareholders have the right to authorize any natural or legal entity to participate and to vote in the general meeting of shareholders on their behalf. Article 220, paragraph 1, third sentence of the Commerce Law shall not apply, provided the shareholder has explicitly stated the manner of voting on each item of the agenda. The proxy shall have the same right to speak and to raise questions at the general meeting, as the shareholder he/she represents. The proxy shall be obliged to exercise the voting right in compliance with the shareholder s instructions as provided for in the power of attorney. The proxy may represent more than one shareholder at the general meeting. In this case the proxy may vote in different way with the shares held by different shareholders he/she shall represent. The authorization may be done through electronic means, and the terms and conditions for receiving powers of attorney in electronic way to the company s investors@eurohold.bg will be published on the public company s website Any written materials under the agenda of the general meeting shall be available to the shareholders and their proxies in the company s office in the city of Sofia, 43 Christopher Columbus Blvd., at the office of the investor relations director and on the website of the public company In case no quorum shall be available on the grounds of article 227 of the Commerce Law in relation to article 115, paragraph 12 of the Law on Public Offering of Securities, the general meeting of shareholders will be held on at a.m., in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor, in the meeting room, with the same agenda, and the registration of participants in the adjourned meeting shall start at a.m. on in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. EXECUTIVE DIRECTOR: ASSEN MINCHEV MINCHEV The undersigned, Desislava Georgieva Teodosieva, duly sworn translator, certify herewith that my translation of the attached document Notice, from Bulgarian to English language is true and accurate. This translation consists of three pages. Sworn translator: Desislava Georgieva Teodosieva

4 MINUTES from session of the Board of directors of STARCOM HOLDING AD Today, in the city of Etropole, a session of the Board of directors of Starcom Holding AD, UIC , headquarters and address of management: 191 Rouski Blvd, city of Etropole, has been held (hereinafter referred to as the Company ). The session was attended by all the members of the Board of directors, as follows: 1. KIRIL IVANOV BOSHOV, PIN Chairman; 2. VELISLAV MILKOV CHRISTOV, PIN Vice chairman; 3. ASSEN MILKOV CHRISTOV, PIN Executive director. The members of the Board of directors have ascertained that there are no legal and factual hindrances according to the legal provisions and the statute of the Company to conduct the present session, as well as that Starcom Holding AD is in possession of more than 5 % of the shares of Eurohold Bulgaria AD, UIC , for a period of more than three months and based on the provision of art. 223a of the Commerce Act is entitled to include additional matters in the agenda of the extraordinary General meeting of the shareholders of Eurohold Bulgaria AD which will be held on 02 October 2013 from 10 am at the registered address of the company in the city of Sofia, 43 Christopher Columbus Blvd., the members present at the session unanimously decided that the session shall be conducted under the following AGENDA: 1. Voting resolution based on art. 223a of the Commerce Act for supplement the agenda of the extraordinary general meeting of the shareholders of Eurohold Bulgaria AD, UIC , convened for 02 October 2013 at 10 am at 43 Christopher Columbus Blvd., Sofia. 2. Authorizing the Executive director of the company to undertake any and all deeds and actions for the proper execution of the resolution under item 1 above. Under item one of the agenda, after a discussion has been held, the Board of directors of Starcom Holding AD unanimously voted the following R E S O L U T I O N 1: The Board of directors of Starcom Holding AD votes resolution, based on art. 223a of the Commerce Act to supplement the agenda of the extraordinary General meeting of the shareholders of Eurohold Bulgaria AD, convened for 02 October 2013 at 10 am at 43 Christopher Columbus Blvd., Sofia, with new item 3, as follows:. 3. Adoption of resolution for authorization of the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan 1

5 agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). (draft resolution The General meeting of the shareholders votes resolution for authorization of the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). The Board of directors found that no objections have been brought against the voting so held and against the results of such voting and no questions have been raised. Under item two of the agenda, after a discussion has been held, the Board of directors of Starcom Holding AD unanimously voted the following R E S O L U T I O N 2: Authorizes the executive director of the Company Assen Milkov Christov to undertake any and all deeds and actions for the proper execution of the resolution under item 1 above. Upon adopting the above resolutions and due to the exhaustion of the agenda, the meeting of the Board of directors was closed. MEMBERS OF THE BOARD OF DIRECTORS: Assen Christov Kiril Boshov Velislav Christov 2

6 Translation from Bulgarian EUROHOLD BULGARIA AD 43 Christopher Columbus Blvd., Iskar Region, 1592 Sofia, UIC [Unique Identification Code] REPORT AND STATEMENT OF REASONS from THE MANAGING BOARD OF EUROHOLD BULGARIA AD TO THE SHAREHOLDERS IN THE COMPANY Pursuant to Art. 114-bis, par. (1) of POSA and Art. 46 of FSC Regulation no. 2 CONCERNING The appropriateness and terms of transaction pursuant to Art. 114(1)(2) in conjunction with Art.114(1)(1)(b) of the Public Offering of Securities Act (POSA), namely: incurrence of liabilities by the company to the benefit of an interested party in an amount exceeding two percent of the lower asset value as per the most recent finalized balance sheet of the company Adopted at a meeting of the MANAGING BAORD of EUROHOLD BULGARIA AD, held on in the city of Sofia The MEMBERS of the MANAGING BOARD of EUROHOLD BULGARIA AD Chairman: Executive Director: Members: Kiril Ivanov Boshov Asen Minchev Minchev Veslein Milkov Hristov Asen Emanuilov Asenov Dimitar Kirilov Dimitrov 1

7 Respectable shareholders in EUROHOLD BULGARIA AD, Pursuant to Art. 114-bis, par. (1) of POSA and Art. 46 of FSC Regulation no. 2 of on public offering prospectuses and listing at a regulated securities market and on the disclosure of information by public companies and other issuers of securities, we offer to your attention the following report and statement of facts from the Managing Board of EUROHOLD BULGARIA AD concerning the appropriateness and terms of transaction by the company pursuant to POSA Art. 114(1)(2) in conjunction with Art.114(1)(1)(b), namely: incurrence of liabilities by the company to the benefit of an interested party in an amount exceeding two percent of the lower asset value as per the most recent finalized balance sheet of the company. І. Description of the transaction pursuant to POSA Art. 114(1)(2): 1.1. EUROHOLD BULGARIA AD exercises direct control on BG Autolease Holding B.V., a company incorporated and validly existing under the legislation of the Kingdom of the Netherlands, entered in the Commercial Register of Amsterdam, UIC , having its seat and place of management at 140 Teleport Blvd. and owns all 143,058 (one hundred forty-three thousand and fifty-eight) voting shares, each one of value 100 (one hundred) Euros, representing 100% of the company s capital. BG Autolease Holding B.V. is a sub-holding, which consolidates the leasing business of EUROHOLD BULGARIA AD. Part of its structure are the following companies, which specialise in the leasing of new and used vehicles to individuals, small and medium enterprises and large corporate clients in the territory pf Bulgaria, Romania and Macedonia, and in the renting of cars to individuals, small and medium enterprises and large corporate clients, namely: - Eurolease Auto EAD, Bulgaria, UIC ; - Eurolease-Rent A Car EOOD, Bulgaria, UIC ; - Eurolease Auto DOOEL, Skopje, Macedonia, UIC ; - Eurolease Auto IFN S.A., Romania, UIC In order to obtain better funding for their leasing operations, the companies in the BG Autolease Holding B.V. group have taken steps for conclusion of funding transactions by obtaining loans from commercial banks as follows: - from Unicredit Bulbank AD: approved limit of the principal EUR 4,000,000; borrower Eurolease Auto EAD; - from DSK Bank EAD: approved limit of the principal EUR 1,800,000; borrower Eurolease Auto EAD; - from other banks: principal up to EUR 14,200,000 to be agreed. The ensure continued funding for new transactions, the companies forming part of BG Autolease Holding B.V. need additional external funding so as to a reaffirm their market positions and achieve market growth. Thus, they will be able to deliver the objectives set by the shareholders, which relate to achieving better financial performance and maintaining a steady cash flow to honour the liabilities of the companies in the group. The objective of the bank loan agreements concluded by the companies forming part of BG Autolease Holding B.V. is to provide funding for their leasing operations. The standard period of the bank loan agreements is up to 72 months and the liabilities of the respective borrowers are secured by pledge on the assets and receivables financed by the creditor. One of the conditions attached to this set of transactions is that EUROHOLD BULGARIA AD 2

8 must guarantee the performance by the companies forming part of BG Autolease Holding B.V. of all obligations and conditions arising from the loan agreements, with aggregate amount of principal up to EUR 20,000,000, provided by the above cited-commercial banks. The security will be provided by assumption of obligations by EUROHOLD BULGARIA AD, in the capacity of underwriter, joint debtor or guarantor, in respect to the liabilities of the above-cited legal entities under the loan agreements and bank guarantee agreements from/to banks operating in the territory of Bulgaria, Romania and Macedonia, related with the business of the companies in the BG Autolease Holding B.V. group, limited to the amount of EUR 20,000,000, for a period starting from the date of approval by the general meeting of the shareholders in the public company and ending on , in accordance with the requirements of the financing institutions EUROHOLD BULGARIA AD also exercises direct control on Auto Union AD, a company incorporated and validly existing under the laws of the Republic of Bulgaria, entered in the Commercial Register of the Bulgarian Registry Agency under UIC and having its seat and place of management at 43 Christopher Columbus Blvd., Iskar Region, Sofia, by owning 80,001 (eighty thousand and one) voting shares, each one of nominal value 500 (five hundred) Bulgarian Lev, which represent 99.99% of the company s capital. Auto Union AD is a sub-holding consolidating the automobile division of EUROHOLD BULGARIA AD, with its main objective being strategic management of the businesses included in the holding and provision of financial, marketing and business-specific resources. Part of the structure of Auto Union AD are 11 subsidiaries, in which the holding has direct controlling interest, namely: - Auto Italia EAD, UIC ; - Star Motors EOOD, UIC ; - Bulvaria Holding EAD, UIC ; - Auto Union Properties EOOD, UIC ; - Auto Union Service EOOD, UIC ; - Nissan Sofia EAD, UIC ; - Bulvaria Varna EOOD, UIC ; - Daru Car AD, UIC ; - Eurotruck EOOD, UIC ; - Motobul EOOD, UIC ; - Auto 1 OOD, UIC Auto Union AD also possesses control on the following companies, in which it has indirect interest: - Ita Leasing EOOD, UIC , via Auto Italia EAD; - Espas Auto OOD, UIC , via Nissan Sofia EAD; - Motobul Express EOOD, UIC ,via Motobul EOOD; - Cargoexpress - Imoti EAD, UIC , via Bulvaria Varna EOOD; - Star Motors DOOEL, Macedonia, UIC , via Star Motors EOOD. The companies in the Auto Union AD group possess exclusive dealerships for Bulgaria from Mazda, Fiat, Alfa Romeo and Maserati; the scooters Vespa, Piaggio and Gilera; dealerships for Bulgaria from Renault, Nissan, Opel, Dacia and Chevrolet. The Auto Union AD group is the largest national distributor of Nissan vehicles. These companies also possess the rights of authorised service for the above-cited brands as well as BMW and SAAB. Auto Union AD and the companies in the group need additional external financing for working capital in the from of loans and bank guarantees in order to reach the 2014 targets for revenue from sales of vehicles and sales and installation of OEM parts in after-sale service of the vehicles. The additional funding is required because of the increased sales targets for 2014 in terms 3

9 of number of vehicles and in terms of greater revenue from after-sale services to be achieved by attracting more post-warranty vehicles. The following loans need to be renegotiated in 2013 and 2014: - Loan from Unicredit Bulbank AD: principal EUR 9,900,000 of which EUR 2,900,000 in working capital and EUR 7,000,000 in bank guarantees; - Loan from First Investment Bank AD: principal EUR 4,000,000 used for issuance of bank guarantees; - Loan from Raiffeisen (Bulgaria) EAD principal EUR 908,000 in the form of revolving credit; - Loans from other banks, with principal up to EUR 192,000 - to be agreed. The estimated amount of funding required by Auto Union AD and the companies in its group, for a period starting from the date of approval by the general meeting of the shareholders in the public company and ending on , is EUR 15,000,000 and accordingly EUROHOLD BULGARIA AD should become underwriter, guarantor or joint debtor under the forthcoming loan agreements and/or issuances of bank guarantees, up to the above-cited amount, in accordance with the requirements of the financing institutions The security to the loan agreements and the bank guarantee agreements, which EUROHOLD BULGARIA AD will provide after approval by the General meeting of shareholders, will guarantee all liabilities under the loan agreements and/or the bank guarantee agreements of the borrowers, i.e. the companies in the BG Autolease Holding B.V. group and Auto Union AD group, namely: а) assumption of obligation by EUROHOLD BULGARIA AD to secure the payment loan principals and accordingly the liabilities arising from the bank loan agreements; b) assumption of obligation by EUROHOLD BULGARIA AD to secure the payment of all other liabilities under the loan agreements, including but not limited to interest payments, fees and expenses, as well as all other liabilities under the bank guarantee agreements, including but not limited to interest payments, fees and expenses. ІІ. Authorisation of the Managing Board and of the Executive Member of the Managing Board of the company to execute the transaction The provisions of POSA Art. 114(1) require that the persons who manage and represent a public company must be explicitly authorised by the General meeting of the shareholders to execute these transactions. Pursuant to the security undertakings, EUROHOLD BULGARIA AD will guarantee the performance by the companies in the BG Autolease Holding B.V. group of all obligations and conditions arising from the agreements related with funding of vehicle leasing operations organised, carried out and administrated by these companies, the aggregate amount of such funding being not more than EUR 20,000,000 for a period starting from the date of approval by the general meeting of the shareholders in the public company and ending on Pursuant to the security undertakings, EUROHOLD BULGARIA AD will guarantee the performance by the companies in the Auto Union AD group of all obligations and conditions arising from the agreements related with the provision of working capital required to support the achievement of the increased sales targets in 2014, the aggregate amount of such funding being not more than EUR 15,000,000 for a period starting from the date of approval by the general meeting of the shareholders in the public company and ending on These amounts surpass the thresholds in POSA Art. 114(1)(2) in conjunction with 4

10 Art.114(1)(1)(b) in respect of the assets of EUROHOLD BULGARIA AD. Pursuant to the guarantee undertakings, EUROHOLD BULGARIA AD will incur liabilities to the benefit of an interested party, which will surpass the threshold in POSA Art.114(1)(1)(b). The guarantee liabilities will be incurred to the benefit of interested parties, namely the companies forming part of the leasing sub-holding of EUROHOLD BULGARIA AD and the companies forming part of the car sub-holding of EUROHOLD BULGARIA AD. One and the same natural person Asen Emanuilov Asenov, participates in the managing bodies of BG Autolease Holding B.V. and of its subsidiaries Eurolease Auto EAD, Bulgaria and Eurolease Auto IFN S.A., and in the managing body of EUROHOLD BULGARIA AD said person is a member of the Managing Board of EUROHOLD BULGARIA AD and Chairman of the Board of Directors of Eurolease Auto EAD, Bulgaria and Eurolease Auto IFN S.A.; and one and the same natural person Kiril Ivanov Boshov, participates in the managing body of Eurolease Auto IFN S.A. and in the managing body of EUROHOLD BULGARIA AD said person is Chairman of the Board of Directors of EUROHOLD BULGARIA AD and member of the Board of Director of Eurolease Auto IFN S.A. Interested parties in the meaning of POSA Art.114(6)(3) are Asen Emanuilov Asenov and Kiril Ivanov Boshov. One and the same natural person Asen Emanuilov Asenov, participates in the managing bodies of Auto Union AD and of its subsidiaries Auto Italia EAD, Star Motors EOOD, Bulvaria Holding EAD, Auto Union Properties EOOD, Auto Union Service EOOD, Nissan Sofia EAD, Bulvaria Varna EOOD, Daru Car AD, Eurotruck EOOD, Motobul EOOD and Auto 1 OOD said person is member of the Managing Board of EUROHOLD BULGARIA AD and Managing Director or accordingly member of the Board of Directors of the cited companies. One and the same natural person Kiril Ivanov Boshov, participates in the managing bodies of Auto Union AD and Nissan Sofia EAD and in the managing body of EUROHOLD BULGARIA AD said person is Chairman of the Managing Board of EUROHOLD BULGARIA AD and member of the Board of Directors of Auto Union AD and Nissan Sofia EAD. Interested parties in the meaning of POSA Art.114(6)(3) are Asen Emanuilov Asenov и Kiril Ivanov Boshov. The transaction is beneficial to and in the interest of all parties to the transaction. Having regard to the need to authorise the Managing Board of EUROHOLD BULGARIA AD and comply with the procedure required by POSA, at this time the Managing Board of EUROHOLD BULGARIA AD considers it necessary to be authorised by the General meeting of the shareholders to commit to the above-described guarantee undertakings in accordance with the requirements of the financing institutions, so as to guarantee the performance by the above-cited companies, being part of the leasing and car sub-holding of EUROHOLD BULGARIA AD, of all obligations and conditions arising from the loan agreements and accordingly from the bank guarantee agreements, including, without limitation, to provide security in the form of assumption of responsibilities in the capacity of underwriter, joint debtor or guarantor, for the liabilities of the companies fully controlled by it, under loan agreements and bank guarantee agreements from/to banks operating in Bulgaria, Romania and Macedonia, related with the business of BG Autolease Holding B.V. and the companies in its group, in an amount not exceeding EUR 20,000,000 for a period starting from the date of approval by the general meeting of the shareholders in the public company and ending on in accordance with the requirements of the financing institutions, and those related with the business of Auto Union AD and the companies in its group, in an amount not exceeding EUR 15,000,000 for the same period. In relation to the foregoing, the General meeting of the shareholders in EUROHOLD BULGARIA AD is called to authorise the Managing Board of EUROHOLD BULGARIA AD to carry out 5

11 the procedure for execution of the above transactions, in accordance with the requirements of POSA, and to approve the steps undertaken by the Managing Board of the company and by its Executive Member Asen Minchev Minchev and/or by the Chairman of the Managing Board Kiril Ivanov Boshov related with the assumption by EUROHOLD BULGARIA AD of the above-described guarantee obligations under loan agreements and/or bank guarantee agreements from/to banks operating in Bulgaria, Romania and Macedonia, by adopting the following decision: The General meeting of the shareholders hereby adopts a decision by virtue of which it authorises the Managing Board and the persons that represent and manage EUROHOLD BULGARIA AD to execute transactions as a result of which the public company shall guarantee all liabilities (including but not limited to liabilities in respect to principal in an amount not exceeding EUR 35,000,000 (thirty-five million Euro), interest payments and expenses) of subsidiaries under loan agreements and bank guarantee agreements. The provided security (assumption of obligations in the capacity of underwriter, joint debtor, guarantor) in respect to liabilities of subsidiaries under loan agreements and bank guarantee agreements from/to local banks (including banks domiciled in third countries, which have obtained a license from the Bulgarian National Bank to operate branches in Bulgaria) related with the business of the subsidiaries, shall be limited to EUR 35,000,000 (thirtyfive million Euro) for a period starting on the date on which this decision is adopted and ending on , provided that at any time the principal of the aggregate liability guaranteed by Eurohold Bulgaria AD during the period starting on the date on which this decision is adopted and ending on , shall not exceed 35,000,000 (thirty-five million Euro). ІІІ. Identification of the parties to the transaction: The parties to the guarantee undertakings are: 1. EUROHOLD BULGARIA AD; 2. Unicredit Bulbank AD; 3. DSK Bank EAD; 4. First Investment Bank AD; 5. Raiffeisen (Bulgaria) EAD 6. Other commercial banks operating in Bulgaria, Romania and Macedonia; 7. BG Autolease Holding B.V. and the companies in its group, namely Eurolease Auto EAD, Bulgaria, Eurolease-Rent A Car EOOD, Eurolease Auto DOOEL, Skopje, Macedonia, Eurolease Auto IFN S.A., Romania, UIC , depending on the requirements of the banks and the nature of the provided security; 8. Auto Union AD and the companies in its group, namely Auto Italia EAD, Star Motors EOOD, Bulvaria Holding EAD, Auto Union Properties EOOD, Auto Union Service EOOD, Nissan Sofia EAD, Bulvaria Varna EOOD, Daru Car AD, Eurotruck EOOD, Motobul EOOD and Auto 1 OOD, as well as the companies on which it exercises control, namely Ita Leasing EOOD, Espas Auto OOD; Motobul Express EOOD; Cargoexpress - Imoti EAD, Star Motors DOOEL, Macedonia. The purpose of the transaction is to guarantee the performance of and compliance with the obligations and conditions by BG Autolease Holding B.V and the companies in its group under the agreements which provide funding for the operations of the companies forming part of the BG Autolease Holding B.V group, and to guarantee the performance of and compliance with the obligations and conditions by Auto Union AD and the companies in its group under the agreements which provide funding for the operations of the companies forming part of the Auto Union AD group. In this case, related parties in the meaning of POSA Art. 114 are EUROHOLD BULGARIA AD and BG Autolease Holding B.V. and the companies in its group, namely Eurolease Auto EAD, Bulgaria, Eurolease-Rent A Car EOOD, Eurolease Auto DOOEL, Skopje, Macedonia, Eurolease Auto IFN S.A., Romania, UIC , of the one part, as well as EUROHOLD BULGARIA AD and Auto Union AD and the companies in its group, namely Auto Italia EAD, Star Motors EOOD, Bulvaria Holding EAD, 6

12 Auto Union Properties EOOD, Auto Union Service EOOD, Nissan Sofia EAD, Bulvaria Varna EOOD, Daru Car AD, Eurotruck EOOD, Motobul EOOD and Auto 1 OOD, as well as the companies on which it exercises control, namely Ita Leasing EOOD, Espas Auto OOD; Motobul Express EOOD; Cargoexpress - Imoti EAD, Star Motors DOOEL, Macedonia, on the other part. Interested parties in the meaning of POSA Art.114(6)(3) are Asen Emanuilov Asenov and Kiril Ivanov Boshov. ІV. Economic benefit to EUROHOLD BULGARIA AD from the transaction: Eurolease Auto EAD is the largest company in the structure of BG Autolease Holding B.V., during the recent years it became the largest non-banking leasing company in the motor vehicles leasing segment in the Republic of Bulgaria. By the end of June 2013 the size of the leasing portfolio of the company was EUR 27 million wherein the company has 2129 clients, 3509 active leasing contracts and 4152 leased vehicles. At present the company has 21 branches and 35 employees. In 2007 the leasing division of EUROHOLD BULGARIA AD began operations in Romania, and from 2008 it also operates in Macedonia. On its part, Auto Union AD is the largest holding for sale of new cars in Bulgaria offering the largest range of vehicle brands/makes. At the end of August 2103 the companies in the car holding had 10.3% of the market for new cars with 1530 cars sold in the first eight months of At present the holding is expanding its operations by starting sales of Mazda cars in Macedonia. The car and leasing sub-holdings achieve strong synergy both in between and with the insurance division of EUROHOLD BULGARIA AD. The achieved results demonstrate the paramount importance and interconnection of the companies in the structure of EUROHOLD BULGARIA AD in several areas, namely: 1. The companies operating in the leasing sector provide a comprehensive range of services to auto dealers, namely all companies forming part of the car sub-holding of EUROHOLD BULGARIA AD Auto Union AD. The leasing product has become the main method for funding in the vehicles sector during the recent years and this has had strong impact on car sales. The leasing products provided by Eurolease Auto EAD to the clients of the car dealers belonging to EUROHOLD BULGARIA AD, owing to their quality and competitive price, have enabled the car dealers belonging to Auto Union AD provide a full range of services. The revenues of the companies in the car sub-holding in 2013 are expected to reach BGN 80 million. 2. Generation of significant streams of revenue to the insurance business. In 2012, the premium income from Vehicle Casco insurance of Insurance Company Euroins AD for vehicles owned by Eurolease Auto EAD was BGN 6 million. These results have reaffirmed the company s position as the largest channel for sale of the insurance products offered by Insurance Company Euroins AD. In 2013, 49% of the vehicles sold by Auto Union AD, or nearly 750 cars, were insured at Insurance Company Euroins AD. 3. The closer integration between Eurolease Auto AD and Eurolease - Rent A Car EOOD (operating under the trade names Avis and Budget), the latter also being a subsidiary of the leasing sub-holding BG Autolease Holding B.V., has helped Eurolease - Rent A Car EOOD rapidly expand its vehicle fleet. Now it is one of the major providers of operative leasing services in Bulgaria with a fleet of more than 1,000 vehicles. Provision of better funding arrangements to Eurolease Auto EAD will certainly support the successful development of Eurolease - Rent A Car EOOD and of its operational leasing business. 7

13 Providing appropriate funding for the leasing business is part of the long-term strategy of EUROHOLD BULGARIA AD for developing synergies among the companies included in its structure. Eurolease Auto EAD is the link between the car sales and the insurance business, which ensures comprehensiveness and recurrence of operations. The provision of better funding for Eurolease Auto EAD will contribute to the positive development of EUROHOLD BULGARIA AD as a whole and of all subsidiaries in the Holding. The reduction of Bulgaria s credit rating in October 2008 for reasons associated with global economic uncertainties led to the termination of the guarantee agreement between EUROHOLD BULGARIA AD and Deutsche Bank A.G. London Branch for securing of the funding scheme of Eurolease Auto EAD in the amount of EUR 195,000,000. This fact has greatly reduced the credit exposure of EUROHOLD BULGARIA AD. Accordingly, the Managing Board of EUROHOLD BULGARIA AD considers that the assumption of the above-described guarantee undertakings to the benefit of BG Autolease Holding B.V. and the companies in its group, and Auto Union AD and accordingly the companies in its group is greatly beneficial for the company, and proposes to the shareholders in the company to approve the transaction and authorise the Managing Board and the Executive Members of the Managing Board to execute the transaction. V. Other information The present report is made on the premises of Art. 114-bis, par. (1) of POSA and Art. 46 of FSC Regulation no. 2 on public offering prospectuses and on the disclosure of information by public companies and other issuers of securities, and forms part of the proceedings of the General meeting of the shareholders in the company, which is called upon to take a decision on the basis of the requirements in POSA Art. 114(1)(2) in conjunction with Art.114(1)(1)(b); and has been approved by the Managing Board of the company at its meeting as per Minutes of meeting dated THE MEMBERS OF THE MANAGING BOARD OF EUROHOLD BULGARIA AD: 1. KIRIL IVANOV BOSHOV 2. ASEN MINCHEV MINCHEV 3. VESLEIN MILKOV HRISTOV 4. ASEN EMANUILOV ASENOV 5. DIMITAR KIRILOV DIMITROV 8

14 M I N U T E S OF SESSION OF MANAGEMENT BOARD OF EUROHOLD BULGARIA AD Today, on September 2013 in the city of Sofia, a session of the Management Board of EUROHOLD BULGARIA, UIC , has been held. The members of the Management Board were presented at the session, as follows: 1. KIRIL IVANOV BOSHOV Chairman; 2. ASSEN MINCHEV MINCHEV Executive director; 4. VELISLAV MILKOV CHRISTOV member of the MB; 5. ASSEN EMANUILOV ASSENOV member of the MB; 6. DIMITAR KIRILOV DIMITROV member of the MB. The members of the Management Board have ascertained unanimously that there are no hindrances according to law and company s statute to carry out the session and unanimously have voted the session to be conducted under the following AGENDA 1. Adoption of motivated report of the Management board regarding the expediency and the conditions of performing transactions as provided in art. 114, paragraph 1, item 2 in liaison with art. 114, paragraph1, item 1, letter b of Public Offering of Securities Act (POSA), namely authorize the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co -debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). Under item one of the agenda, after a discussion has been held, the Management Board of Eurohold Bulgaria AD unanimously adopted the following RESOLUTION 1: The Management board of EUROHOLD BULGARIA AD approves motivated report of the Management board pf EUROHOLD BULGARIA AD, representing APPENDIX 1 to the present minutes, prepared in compliance with the provision of art. 114a, paragraph 1 of POSA, regarding the the expediency and the conditions of performing transactions as provided in art. 114, paragraph 1, item 2 in liaison with art. 114, paragraph1, item 1, letter b of Public Offering of Securities Act (POSA), namely authorize the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal 1

15 in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). Authorize and grants mandate to the Executive director of the company Mr. ASSEN MINCHEV MINCHEV and the Chairman of the Management Board Mr. KIRIL IVANOV BOSHOV, acting jointly and severally to present before the competent authorities, supervision institutions and to the other shareholders of the company the approved motivated report together with the other materials related to the conduct of the Extraordinary session of the General meeting of the shareholders of the company convened for 02 October After voting the above decision, the items of the agenda have been exhausted and the session of the Management Board of Eurohold Bulgaria AD has been closed. APPENDIX: 1) Motivated report of the Management Board regarding the expediency and the conditions of performing transactions as provided in art. 114, paragraph 1, item 2 in liaison with art. 114, paragraph1, item 1, letter b of Public Offering of Securities Act (POSA). MEMBERS OF THE MANAGEMENT BOARD: 1. KIRIL IVANOV BOSHOV 2. ASSEN MINCHEV MINCHEV 3. VELISLAV MILKOV CHRISTOV 4. ASSEN EMANOUILOV ASSENOV 5. DIMITAR KIRILOV DIMITROV 2

16 M I N U T E S of meeting of the supervisory board of EUROHOLD BULGARIA AD Today, г., in the city of Sofia, a meeting of the Supervisory Board of Eurohold Bulgaria AD, registered in the Trade Register at the Registry Agency, EIK was held. The meeting was attended by all members of the Supervisory Board, as follows: 1. ASSEN MILKOV CHRISTOV Chairman of the Supervisory Board; 2. DIMITAR STOYANOV DIMITROV Vice Chairman of the Supervisory Board; 3. KRASSIMIR VUTEV KATEV Independent member of the Supervisory Board. Upon finding the lack of any legal obstacles to adopt valid resolutions in compliance with the provisions of the law and the company s articles of association, the members of the Supervisory Board unanimously agreed to hold the meeting under the following AGENDA: 1. First item: Adoption of updated wording of notice for convocation of extraordinary general meeting of shareholders of Eurohold Bulgaria AD for 02 October Under the first item of the agenda, the Supervisory Board of Eurohold Bulgaria AD, in view of supplement of the agenda made by the shareholder Starcom Holding AD based on art. 223a of the Commerce Law, under registration and in compliance with art. 115, paragraph 7 of Public Offering of Securities Act, unanimously adopted the following R E S O L U T I O N 1: The Supervisory Board of Eurohold Bulgaria AD, city of Sofia, hereby convenes extraordinary general meeting of shareholders of Eurohold Bulgaria AD, to be held on 02 October 2013 at a.m. in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor, meeting room, with the following agenda: First item: Adoption of Policy for Remunerations of the Members of the Management and the Supervisory Boards of Eurohold Bulgaria AD, pursuant to Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission. (draft resolution The General Meeting of Shareholders adopts the Policy for Remunerations of the Members of the Management and the Supervisory Boards of Eurohold Bulgaria AD, pursuant to Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission.); Second item: Adoption of report containing remuneration policy implementation program for the next financial year or for a longer period, pursuant to article 12, paragraph 2 of Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission. (draft resolution The General Meeting of Shareholders adopts a report containing remuneration policy implementation program for the next financial year or for a longer period, pursuant to article 12, paragraph 2 of Ordinance 48 of 20 March 2013 on the requirements to remunerations published by the Financial Supervision Commission.). Third item: Adoption of resolution for authorization of the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of 1

17 the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). (draft resolution The General meeting of the shareholders votes resolution for authorization of the Management Board and the persons who represent and manage Eurohold Bulgaria AD to execute transactions resulting at guarantees on behalf of the public company (including but not limited to liabilities for principal in amount of (thirty five million) euro, interests and fees) of subsidiary companies under bank loan agreements and bank guarantees. Definition of guarantee limit (assuming liability as guarantor, co-debtor, underwriter) of subsidiary companies obligations under bank loan agreements and bank guarantees from/ to local banks (including banks with seat in third country, having permission from BNB for operation on the territory of Republic of Bulgaria through branch), related to the subject of activity of the subsidiary companies up to the amount of (thirty five million) euro, as of the date of voting the present resolution till , whereas at each moment the principal of the overall obligation secured by Eurohold Bulgaria AD as of the date of voting the present resolution till shall not exceed (thirty five million) euro). The registration of participants in the meeting will start at a.m. on 02 October 2013 in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. On the grounds of article 115, paragraph 2 of the Law on Public Offering of Securities, the company informs the shareholders that the total number of its shares is (one hundred twenty seven million three hundred and forty five thousand) all of them having voting rights in the general meeting of shareholders. Any persons who are registered in the registers of the Central Depository as shareholders within 14 days prior the date of the general meeting, i.e. on 18 September 2013 shall be allowed to participate in the general meeting. Only the persons who are registered as shareholders up to that date inclusive shall have the right to participate and to vote in the general meeting. The shareholders shall have the right to put items on the agenda of the general meeting and to make proposals for resolutions on items on the agenda of the general meeting. Any shareholders, who hold for more than three months, jointly or severally, shares which represent at least 5 percent of the company s capital, may include other items on the agenda and to propose resolutions on items that are already on the agenda of the general meeting, upon announcement in the trade register. Not later than 15 days prior the opening of the general meeting (17 September 2013), any shareholders who hold for more than three months, jointly or severally, shares which represent at least 5 percent of the company s capital, shall submit to the trade register for announcement a list of items to be included on the agenda and the proposals for resolutions under items that are already on the agenda of the general meeting. The fact that shares are being held for more than three months shall be proved by declaration. On the next working day after the announcement of items in the trade register at latest, the shareholders shall submit to the commission and to the public company the materials under article 223a, paragraph 4 of the Commerce Law. Upon receiving the materials Eurohold Bulgaria AD will update the notice and will publish it together with the written materials under the provisions of article 100т, paragraph 1 and 3 of the Law on Public Offering of Securities immediately, but not later than the end of the working day following the day of receipt of the notice for putting the items on the agenda. 2