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Autohellas Announcement

Announcement regarding the share capital increase and equal reduction of the share capital with an increase and a reduction in the nominal value of each share and a cash return to the shareholders

The company with the name “AUTOHELLAS TOURIST AND COMMERCIAL SOCIETE ANONYME” and the distinctive title “HERTZ” or “AUTOHELLAS” (hereinafter the “Company”) announces that the Extraordinary General Meeting of shareholders of October 14, 2022, decided:

(a) the increase of the company’s share capital by the net amount of €48,624,764 (i.e. gross amount of €51,183,962.11 minus an amount of €2,559,198.11 corresponding to the withholding amount of dividend tax of 5% in accordance with article 64 par.1 of the Income Tax Code  and POL 1042/2015), with capitalization of the following reserves:

a total amount of €43,440,331.37 of reserves from dividends and holdings of subsidiaries of the Company falling under article 48 of Income Tax Code that the Company received during the period 2014-2021

– amount of €5,184,432,63 of retained earnings (profits)

and an increase in the nominal value of each share of the Company by one (1) euro , i.e. from €0.08 to €1.08 and

(b) the equal reduction in the Company’s share capital by the total amount of €48,624,764 with a reduction in the nominal value of each share of the Company by one (1) euro, i.e. from €1.08 to €0.08, and the return – payment of the corresponding amount to the shareholders of the Company.

Following the above increase and equal reduction, the share capital of the Company now amounts to 3,889,981.12 EUR, divided into 48,624,764 common registered shares, with a nominal value of EUR 0.08 each.

On 21.10.2022 the decision of the Ministry of Development with protocol number 2742932ΑΠ/21-10-2022 (ΨΦΣΚ46ΜΤΛΡ-ΙΦΦ) was registered in the General Commercial Register with Registration Code 3125519, by which the amendment of article 3 of the Company’s Article of Association was approved.

The Corporate Transactions Committee of the Athens Stock Exchange during the meeting of 03.11.2022 was informed about the equal increase and decrease of the Company’s share capital with a corresponding increase and decrease of the nominal value of the Company’s shares and the return of capital by cash payment to the shareholders in the amount of 1.00 Euro per share.

It is noted that the amount of the refund corresponding to the 528,000 treasury shares of the Company will increase the amount of refund per share that the remaining shareholders will receive. In accordance with the above, the final net amount of the return per share is 1.0109778695 Euros.

Following the above and starting from 05.12.2022 the Company’s shares will be traded on the Athens Stock Exchange with a final nominal value of Euro 0.08 per share and without the right to participate in the return of the capital by cash payment to the shareholders in the amount of €1.0109778695 per share.

From the same date, the starting price of the Company’s shares on the Athens Stock Exchange will be established in accordance with the Regulations of the Athens Stock Exchange in conjunction with the no. 26 decision of the Board of Directors of the Athens Stock Exchange as applicable.

Beneficiaries of the return of capital are the shareholders who will be registered in the records of DSS on 06.12.2022 (record date – date of beneficiary determination)

The cash payment for the capital refund amount will start from 09.12.2022 (payment start date) and will be made through ALPHA BANK as follows:

  • Through the participants of the beneficiaries in the DSS (Banks and Brokerage Firms), in accordance with the provisions of the Operating Regulations of ATHEXCSD and its relevant decisions.
  • Especially in the cases of capital payment to the heirs of deceased beneficiaries, whose securities are held in the Special Account of their Share in the DSS, under the management of ATHEXCSD, the process of capital refund payment will be carried out after the completion of the legalization of the heirs through the branch network of “ALPHA BANK”

It is noted that, the increase of the nominal value of each share by 1.00 Euro (from 0.08 Euro to 1.08 Euro) with the capitalization of part of the reserve from dividends of the Company’s subsidiaries and holdings that fall under article 48 of Income Tax Code and part of the retained earnings (profits) reserve of previous years is equated in accordance with the provisions of POL 1042/26.01.2015 with a distribution of dividend of a net amount of  €1.00 Euro per share, i.e. gross €1.052632 Euro per share, subject to withholding tax at a rate of 5%, in accordance with article 64 of Law 4172/2013 as applicable today. For individuals or legal entities who are not subject to the aforementioned 5% withholding tax, the Company will make a monetary payment to them of an amount equal to the amount withheld, on their behalf, starting on 09.12.2022.

For more information, shareholders are kindly requested to contact the Company’s Investors Relations Department at 210 626 4256.

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