N O T I C E. Translation from Bulgarian

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 15 th day of April, 2014 at a.m. in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor, meeting room, with the following agenda: Item one: Adoption of resolution to empower the Management Board and the persons who manage and represent Eurohold Bulgaria AD to make a transaction as a result of which the public company will assume an obligation, in its capacity of guarantor, for all obligations (including but not limited to the obligations for principal in an amount up to EUR (fifteen million euro) exceeding the threshold under article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities /LPOS/, and interests) of EUROLEASE AUTO EAD under Loan Agreement with VTB Bank (Austria) AG, as per motivated report of the Management Board of the public company, with subject matter of the agreement: provision of credit line by the bank for working funds for the borrower s lease operations; the period for using the funds is up to 12 months of the date of signing of the loan agreement; the deadline for repayment is 65 months of the date of signing of the loan agreement, but not later than ; funds will be repaid in instalments on quarterly basis and such instalments will be due as from the month following the month of use, and upon using the entire loan amount, the average amount of the repayment instalment will be EUR ; the agreed interest rate is the 3 month EURIBOR plus 4.75% on annual basis; the parties of the transaction are EUROLEASE AUTO EAD (borrower) and VTB Bank (Austria) AG (crediting bank), EUROLEASE GROUP EAD (guarantor); AVTO UNION AD (guarantor) and EUROHOLD BULGARIA AD (guarantor). (draft resolution The general meeting of shareholders adopts resolution to empower the Management Board and the persons who manage and represent Eurohold Bulgaria AD to make a transaction as a result of which the public company will assume an obligation, in its capacity of guarantor, for all obligations (including but not limited to the obligations for principal in an amount up to EUR (fifteen million euro) exceeding the threshold under article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities /LPOS/, and interests) of EUROLEASE AUTO EAD under Loan Agreement with VTB Bank (Austria) AG, as per motivated report of the Management Board of the public company, with subject matter of the agreement: provision of credit line by the bank for working funds for the borrower s lease operations; the period for using the funds is up to 12 months of the date of signing of the loan agreement; the deadline for repayment is 65 months of the date of signing of the loan agreement, but not later than ; funds will be repaid in instalments on quarterly basis and such instalments will be due as from the month following the month of use, and upon using the entire loan amount, the average amount of the repayment instalment will be EUR ; the agreed interest rate is the 3 month EURIBOR plus 4.75% on annual basis; the parties of the transaction are EUROLEASE AUTO EAD (borrower) and VTB Bank (Austria) AG (crediting bank), EUROLEASE GROUP EAD (guarantor); AVTO UNION AD (guarantor) and EUROHOLD BULGARIA AD (guarantor)). The registration of participants in the meeting will start at a.m. on 15 April 2014 in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. 1

2 On the grounds of article 115, paragraph 2 of LPOS, 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 01 April 2014, are allowed to participate in the general meeting. Only the persons who are registered as shareholders up to that date inclusive have the right to participate and to vote in the general meeting. The shareholders have the right to put items on the agenda of the general meeting and to make proposals for resolutions on items included in 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 business register. Not later than 15 days prior the opening of the general meeting (31 March 2014), any shareholders who hold, for more than three months, jointly or severally, shares which represent at least 5 percent of the company s capital, submit to the business register for announcement a list of items to be included on the agenda and the proposals for resolutions under items that are already included in the agenda of the general meeting. The fact that shares are being held for more than three months is proved by declaration. Not later than the next working day after the announcement of items in the business register, the shareholders 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 100t, paragraph 1 and 3 of LPOS 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 will 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 should identify themselves by identity document, and the proxies 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 LPOS 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, will be void. The shareholders who are legal entities and sole proprietors registered pursuant to the Bulgarian legislation should submit certificate for current entries in the Business Register. Foreign legal entities should 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 Bulgarian legislation. Shareholders who hold shares at the Polish Central Depository (KDPW), should 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 01 April 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 does not apply, provided the shareholder has explicitly 2

3 stated the manner of voting on each item of the agenda. The proxy has the same right to speak and to raise questions at the general meeting, as the shareholder he/she represents. The proxy is 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 represents. 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 are 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 is available on the grounds of article 227 of the Commerce Law in relation to article 115, paragraph 12 of LPOS, 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 starts at a.m. on in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. EXECUTIVE DIRECTOR: ASEN MINCHEV MINCHEV 3

4 EUROHOLD BULGARIA AD 43 Christopher Columbus Blvd., Iskar, 1592 Sofia, UIC INFORMED REPORT by THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD TO THE SHAREHOLDERS OF THE COMPANY following the procedure set forth in Article 114a, Paragraph 1 of the Public Offering of Securities Act and Article 46 of Regulation No 2 of the Financial Supervision Commission REGARDING The expediency of and the terms and conditions for the completion of transactions following the procedure set forth in Article 114, Paragraph 1, Item 2 in conjunction with Article 114, Paragraph 1, Item 1, letter "b" of the Public Offering of Securities Act (POSA), namely the incurring of a liability by the company to the benefit of interested parties at an amount exceeding two percent of the lower assets value as per the latest drawn up balance sheet of the company. adopted at a meeting of the MANAGEMENT BOARD of EUROHOLD BULGARIA AD, held on 27 February 2014 in the city of Sofia MEMBERS OF THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD Chairperson: Executive Director: Members: Kiril Ivanov Boshov Asen Minchev Minchev Velislav Milkov Hristov Asen Emanuilov Asenov Dimitar Kirilov Dimitrov 1

5 Dear Shareholders of EUROHOLD BULGARIA AD, Pursuant to Article 114a, Paragraph 1 of POSA in conjunction with Article 46 of Regulation No 2 from 17 September 2003 of FSC on the prospectuses for public offering and admission to trading on a regulated market of securities and the disclosure of information by public companies and other issuers of securities, we would like to bring to your attention this Informed Report of the Management Board of EUROHOLD BULGARIA AD regarding the expediency of and terms and conditions of a transaction under Article 114, Paragraph 1, Item 2 in conjunction with Article 114, Paragraph 1, Item 1, letter "b" of POSA to the benefit of an interested party at an amount exceeding two percent of the lower asset value as per the latest drawn up balance sheet of the company. This report aims to advise the shareholders of EUROHOLD BULGARIA AD of the material terms and conditions and the expediency of the proposed for approval transaction under Article 114, Paragraph 1, Item 2 in conjunction with Article 114, Paragraph 1, Item 1, letter "b" of POSA, so that the General Meeting of the shareholders may make an informed decision and authorise the persons managing and representing the public company to carry out a transaction with the participation of an interested party within the meaning of Article 114, Paragraph 6 of POSA. І. Description of the transaction under Article 114, Paragraph 1, Item 2 of POSA: 1.1. Background EUROHOLD BULGARIA AD is a public holding company with subject of activity acquisition, management, evaluation and sale of interests in Bulgarian and foreign companies; funding of companies in which the company has an interest; interests in Bulgarian and foreign companies. The capital of the company amounts to BGN 127,345,000, divided into 127,345,000 dematerialised, registered, ordinary shares with par value BGN 1 each. The shares of EUROHOLD BULGARIA AD are traded at the Bulgarian and Warsaw Stock Exchanges. The companies in the portfolio of EUROHOLD BULGARIA AD operate at the markets of insurance services, leasing, financial services, car sales, with the core business within the holding structure being concentrated in the direction of car sales leasing insurance. EUROHOLD BULGARIA AD exercises indirect control on EUROLEASE AUTO EAD, a company duly established and existing under the law of the Republic of Bulgaria, entered into the Trade Register of the Registry Agency, UIC , with seat and management address: 43 Christopher Columbus Blvd., Iskar, Sofia. The public company has indirect control over it via its 100% interest in the parent company of EUROLEASE AUTO EAD, namely EUROLEASE GROUP EAD, UIC , with seat and management address: 43 Christopher Columbus Blvd., Iskar, Sofia, a sub-holding for the leasing business of EUROHOLD BULGARIA AD. EUROLEASE AUTO EAD is the largest and most dynamically growing leasing company in the structure of EUROLEASE GROUP EAD, which is specialised in the leasing of new and used vehicles to natural persons, small and medium enterprises and large corporate clients in the territory of Bulgaria. In view of the specifics of the leasing sector, the sources of funding of a new leasing 2

6 business for EUROLEASE AUTO EAD may be divided into two groups: internal sources and external sources. The internal sources comprise of the company's equity and the external sources - funds raised by means of bank loans and/or debenture loans. In view of the current necessity for working capital, EUROLEASE AUTO EAD has undertaken measures for the negotiation and conclusion of a bank loan agreement. The additional external funding will contribute not only the strengthening of the company's market position but also for ensuring an additional grow of its market share. Thus, the objectives set by the shareholders are expected to be reached, namely the realisation of better financial results and ensuring a stable cash flow to service the company's obligations Material terms and conditions of the transaction EUROLEASE AUTO EAD is in the process of negotiation and is expecting to sign a Bank Loan Agreement in the capacity of a borrower with VTB Bank (Austria) AG, with the following contractual parameters: Approved limit of the principal: up to EUR 15,000,000; Subject of the Agreement: provision by the bank of a credit line for working capital funding for the leasing business of the borrower; Term for disbursement of the funds: up to 12 months from the date of execution of the loan agreement; Final maturity term: up to 65 months from the date of execution of the loan agreement but no later than 31 May Repayment: in quarterly instalments, with the repayment instalments due as of the month following the month of disbursement, whereby after the disbursement of the whole loan amount, the average amount of a repayment instalment shall be EUR 714,000; Agreed interest rate: 3-month EURIBOR plus a margin of 4.75% p.a.; Security: first-ranking special pledge of the assets funded by the creditor movables (passenger vehicles and light commercial vehicles); first-ranking special pledge of receivables from third parties under the funded leasing contracts; sureties by EUROLEASE GROUP EAD, AUTO UNION AD and EUROHOLD BULGARIA AD (after an approval by the general meeting 3

7 of the shareholders of the public company). The disbursement of the bank loan shall take place within 1 (one) year as of the date of the execution of the agreement and the repayment of the loan shall start as of the month following the month of disbursement. An interest rate in the amount of the 3-month EURIBOR plus a margin of 4.75 % p.a. shall be charged, payable on a quarterly basis. One of the conditions of the above described transaction is that EUROHOLD BULGARIA AD should undertake to secure, in the capacity of a surety for the performance of EUROLEASE AUTO EAD, all liabilities arising from the bank loan agreement with a total amount of the principal of the loan of up to EUR 15,000,000, together with all due interest for the whole term of the loan agreement. The liability of EUROHOLD BULGARIA AD within the term of validity of the loan agreement shall be up to the amount of the disbursed part of the principal together with the respective interest charged. As per the requirements of the financing bank, the assets acquired with the provided funding shall be insured and VTB Bank (Austria) AG shall be the beneficiary of the concluded insurance policies. The risk of financial loss under leasing contracts for the assets funded through the loan shall also be insured and VTB Bank (Austria) AG shall also be the beneficiary of the financial risk insurance policies. At the time of drawing up of this informed report, the borrower company EUROLEASE AUTO EAD has performed and is performing in a timely manner all of its obligations to its creditor banks, including its obligations for payment of principal and interest instalments. The company has not fallen into arrears on an obligation to a financial institution. Public company EUROHOLD BULGARIA AD has not fallen into arrears either on any of its obligations to its creditor and has regularly services all of its liabilities to credit institutions Transaction parties The parties to the transaction under Article 114, Paragraph 1, Item 2 of POSA, which is the subject of this informed report, are: EUROLEASE AUTO EAD (borrower); BTB Bank (Austria) AG (creditor bank); EUROLEASE GROUP EAD (surety); AUTO UNION AD (surety); EUROHOLD BULGARIA AD (surety) Participation of interested parties in the transaction Interested parties in the transaction, within the meaning of Article 114, Paragraph 6 of POSA, are the borrower - EUROLEASE AUTO EAD, being a company in which the public company holds indirectly more than 25 percent of its capital. Asen Emanuilov Asenov is also an interested party as he is a member of the management board of the public company and a representative of EUROLEASE AUTO EAD Beneficiaries of the transaction The proposed transaction will be concluded to the benefit of EUROLEASE AUTO EAD. With the conclusion of a loan agreement with VTB Bank (Austria) AG with principal amount of up to EUR 15,00,00, EUROLEASE AUTO EAD will ensure the necessary cash for funding of leasing schemes for provision of leasing for motor vehicles and will be able to operate its business 4

8 untroubled until the end of the current year at a very good level of funding. This will allow the company to be more flexible in the leasing offers to its clients and to increase its operating revenues by realising a positive financial result. II. Economic benefits from the transaction for EUROHOLD BULGARIA AD EUROHOLD BULGARIA AD is an integrated holding company with an investment portfolio including companies operating in the fields of insurance, leasing and sales and servicing of vehicles. These activities are grouped under three sub-holdings within the public company EUROINS INSURANCE GROUP AD, EUROLEASE GROUP EAD and AUTO UNION AD. EURO-FINANCE AD, an investment intermediary, is also a part of the structure of the public company. EUROLEASE AUTO EAD is the largest company in the structure of EUROLEASE GROUP EAD, which over the last few years has grown into the largest non-banking leasing company for the vehicle leasing segment in the Republic of Bulgaria. As of the end of December 2013, the leasing portfolio of the company is in the amount of EUR 24 million and the company has 1,875 clients, 3,128 active leasing contracts and 3,476 vehicles sold on leasing. The company now has 21 branches and 35 employees. In 2007, the leasing department of EUROHOLD BULGARIA AD established a business in Romania, and in in Macedonia as well. For its part, AUTO UNION AD is the largest holding for sales of new vehicles in Bulgaria, offering the widest range of vehicle brands. As of the end of December 2013 the companies in the auto sub-holding hold 11.2% market share of the new vehicles market with a total of 2,562 vehicles sold, which constitutes s a growth 15.6 % as compared to In 2013 the auto sub-holding expanded its business, beginning the sale of Mazda vehicles in Macedonia. EUROINS INSURANCE GROUP AD concentrates the whole insurance business of EUROHOLD BULGARIA AD in the territories of Bulgaria, Romania and Macedonia. The main advantage of the companies in the group of EUROINS INSURANCE GROUP AD is the well developed sales network throughout the territory of each of the countries where they operate. The network includes a combination of different sales channels (agencies, brokers, franchise holders and insurance agents), which allows for a maximum flexibility and access to end clients. In the capacity of a holding structure, EUROHOLD BULGARIA AD, accounts for its business on a consolidated basis. The consolidated profit and loss of the public company is formed by its individual divisions and by its own activity related to the acquisition and management of interests and to the funding of related companies. The development and good performance of EUROHOLD BULGARIA AD as a whole depends to a very large extent on the results of its daughter companies and on the profit and revenues generated by them, the achieved market shares and their growth potential. In this connection EUROHOLD BULGARIA AD has developed a model for the integration of the individual businesses. The close cooperation among the divisions generating a growing and steady source of revenues is one of the main advantages of the public company. As a result of the integration of the three business lines insurance, leasing and vehicle sales, EUROHOLD BULGARIA AD aims to realise a significant synergies. By means of the integration established between the individual divisions, the companies in the group of EUROHOLD BULGARIA AD will be able to offer to their clients a unique combination of related products on the basis of package deals at 5

9 attractive rates and on flexible terms. The offering of joint products and the merging of the points of sale will result in a one-stop type of sales offerings vehicles, insurance, leasing. The cross-selling of the products among the clients of the insurance, leasing and autodealership companies will reduce the total advertising and marketing costs. The complementary activities will provide better opportunities for fast market share growth. The internal operating model is based on the concept that each business division needs to independently achieve financial profitability and cost optimisation and to serve as a sources of business for the other divisions. The results of the synergy line established for the group of EUROHOLD BULGARIA AD will manifest in the following directions: The companies operating in the leasing field will provide comprehensive leasing services to the auto dealers, namely to all companies forming a part of AUTO UNION AD - the auto sub-holding of EUROHOLD BULGARIA AD. Leasing has established itself as the main manner of funding of vehicles over the last few years and thus has exerted a material influence on vehicle sales. The leasing products offered by EUROLEASE AUTO EAD to the clients of the auto dealers - a part of the structure of EUROHOLD BULGARIA AD, with its high quality and competitive pricing, have supported the provision of comprehensive services by the auto dealers. The income of the companies in the auto sub-holding for 2013 has reached BGN 145 million. In 2013 the revenues from premiums from vehicle insurance at INSURANCE COMPANY EUROINS AD for vehicles owned by EUROLEASE AUTO EAD amounted to BGN 5.4 million. With these results the company has positioned itself as the largest sales channel for the insurance products offered by INSURANCE COMPANY EUROINS AD. On the other hand, in 2013 AUTO UNION AD insured about 750 vehicles, or about 49% of the vehicles sold by the dealers, at INSURANCE COMPANY EUROINS AD. The strengthened integration between EUROLEASE AUTO AD and EUROLEASE - RENT A CAR EOOD (operating under the trademarks Avis and Budget), which is alos a part of the leasing sub-holding EUROLEASE GROUP EAD, has contributed to the rapid expansion of the vehicle fleet of EUROLEASE - RENT A CAR EOOD. It has already become one of the main suppliers of operating leasing in Bulgaria, with a fleet of over 1,000 vehicles. EUROLEASE AUTO EAD is a connecting component between auto sales and auto insurance, ensuring the comprehensiveness and sustainability of the business. In order to further develop the synergies among the companies in the structure of EUROHOLD BULGARIA AD, it is necessary to ensure the funding of the leasing business. Ensuring better funding for EUROLEASE AUTO EAD will undoubtedly further support the successful growth of the sales of all business divisions within the public company. The timely and sufficient funding under favourable parameters for the leasing business will contribute to the overall positive growth of EUROHOLD BULGARIA AD and to all other daughter companies within the holding. In view of the above, the Management Board of the public company considers that the positioning of the leasing sub-holding of EUROHOLD BULGARIA AD as a company with sufficient capital resources and high market share is of the utmost importance both for the individual units of the holding structure and for the public company as a whole. 6

10 The Management Board of EUROHOLD BULGARIA AD finds that the execution of the above described transaction undertaking in the capacity of a surety of liabilities to the benefit of EUROLEASE AUTO EAD will be in the best interests of the public company and proposes to the shareholders of EUROHOLD BULGARIA AD to approve this transaction by authorising the Management Board and the executive members of the Management Board to conclude it. IІІ. Authorisation of the managers and representatives of the company to conclude the transaction The provisions of Article 114, Paragraph 1 of POSA require that the managers and representatives of a public company need to be explicitly authorised by the General Meeting of the shareholders to conclude transactions as a result of which the public company will undertake liabilities to the benefit of interested parties in an amount exceeding 2 percent of the lower asset value as per the latest audited or the latest drawn up balance sheet of the company. The amount of the limit under the bank loan agreement described hereinabove exceeds the thresholds set forth in Article 114, Paragraph 1, Item 2 in conjunction with Article 114, Paragraph 1, Item 1, letter "b" of POSA with regard to the assets of EUROHOLD BULGARIA AD. As a result of the surety which EUROHOLD BULGARIA AD will undertake before VTB Bank (Austria) AG with regard to the liabilities of EUROLEASE AUTO EAD under the bank loan agreement, an obligation arises for the public company to the benefit of an interested party in an amount exceeding the threshold set forth in Article 114, Paragraph 1, Item 1, letter "b" of POSA. The obligation will be undertaken to the benefit of interested party EUROLEASE AUTO EAD. Pursuant to the requirements of POSA, the managers and representatives of EUROHOLD BULGARIA AD must be explicitly authorised for the conclusion of the above transaction by the General Meeting of the shareholders of the public company, which needs to pass the following resolution: The General Meeting of the shareholders passes a resolution to authorise the Management Board and the managers and representatives of Eurohold Bulgaria AD to conclude a transaction as a result of which an obligation will arise for the public company in its capacity of a surety for all liabilities (including but not limited to liabilities for the principal up to the amount of EUR 15,000,000 (fifteen million), exceeding the threshold set forth in Article 114, Paragraph 1, Item 1, letter "b" of POSA and for interest of EUROLEASE AUTO EAD under a Bank Loan Agreement with VTB Bank (Austria) AG, in accordance with an informed report drawn up by the Management Board of the public company, with the subject of the transaction being the provision by the bank of a credit line for working capital funding of the leasing business of the borrower; the term for disbursement of the funds being up to 12 months as of the date of execution of the loan agreement; the final maturity term being 65 months as of the date of execution of the loan agreement but no later than 31 May 2019; repayment will be effected in quarterly instalments with the repayment instalments due as of the month following the month of disbursement, whereby after the disbursement of the whole amount of the loan, the average amount of a repayment instalment will be EUR 714,000; the agreed interest rate will be 3-month EURIBOR plus a margin of 4.75 % p.a.; the parties to the transaction will be EUROLEASE AUTO EAD (borrower), VTB Bank (Austria) AG (creditor bank), EUROLEASE GROUP EAD (surety), AUTO UNION AD (surety) and EUROHOLD BULGARIA AD (surety). 7

11 IV. Additional information: This report was prepared pursuant to Article 114a, Paragraph 1 of POSA in conjunction with Article 46 of Regulation No 2 of FSC on the prospectuses for public offering and on the disclosure of information by the public companies and other issuers of securities and forms a part of the materials under the agenda of the extraordinary general meeting of the shareholders of the public company which shall pass a resolution pursuant to the requirements of Article 114, Paragraph 1, Item 2 in conjunction with Article 114, Paragraph 1, Item 1, letter "b" POSA to be held on 15 April 2014, and in case of a lack of quorum on this date - on 30 April This informed report was approved with a resolution of the Management Board passed at a meeting held on 27 February MEMBERS OF THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD: 1. KIRIL IVANOV BOSHOV 2. ASEN MINCHEV MINCHEV 3. VELISLAV MILKOV HRISTOV 4. ASEN EMANUILOV ASENOV 5. DIMITAR KIRILOV DIMITROV 8

12 Translation from Bulgarian M I N U T E S of meeting of the Supervisory Board of EUROHOLD BULGARIA AD On this 27 th day of February, 2014, in the city of Sofia a meeting of the Supervisory Board of Eurohold Bulgaria AD, registered in the Business Register at the Registry Agency, EIK , was held. The meeting was attended by all members of the Supervisory Board, and namely: 1. ASEN MILKOV HRISTOV Chairman of the Supervisory Board; 2. DIMITAR STOYANOV DIMITROV Deputy Chairman of the Supervisory Board; 3. KRASIMIR VUTEV KATEV independent member of the Supervisory Board. Upon finding that there aren t any legal obstacles for adoption of valid resolutions pursuant to the provisions of the law and the company s Articles of Association, the members of the Supervisory Board unanimously adopted the following A G E N D A: 1. Item one: Adoption of resolution for convocation of extraordinary meeting of shareholders of Eurohold Bulgaria AD. Under item one of the agenda, the Supervisory Board of Eurohold Bulgaria AD 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, convenes an extraordinary general meeting of shareholders of Eurohold Bulgaria AD to be held on the 15 th day of April, 2014, at a.m. in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor, meeting room, with the following agenda: Item one: Adoption of resolution to empower the Management Board and the persons who manage and represent Eurohold Bulgaria AD to make a transaction as a result of which the public company will assume an obligation, in its capacity of guarantor, for all obligations (including but not limited to the obligations for principal in an amount up to EUR (fifteen million euro) exceeding the threshold under article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities /LPOS/, and interests) of EUROLEASE AUTO EAD under Loan Agreement with VTB Bank (Austria) AG, as per motivated report of the Management Board of the public company, with subject matter of the agreement: provision of credit line by the bank for working funds for the borrower s lease operations; the period for using the funds is up to 12 months of the date of signing of the loan agreement; the deadline for repayment is 65 months of the date of signing of the loan agreement, but not later than ; funds will be repaid in instalments on quarterly basis and such instalments will be due as from the month following the month of use, and upon using the entire loan amount, the average amount of the repayment instalment will be EUR ; the agreed interest rate is the 3 month EURIBOR plus 4.75% on annual basis; the parties of the transaction are EUROLEASE AUTO EAD (borrower) and VTB Bank (Austria) AG (crediting bank), EUROLEASE GROUP EAD (guarantor); AVTO UNION AD (guarantor) and EUROHOLD BULGARIA AD (guarantor). (draft resolution The general meeting of shareholders adopts resolution to empower the Management Board and the persons who manage and represent Eurohold Bulgaria AD to make a transaction as a result of which the public 1

13 company will assume an obligation, in its capacity of guarantor, for all obligations (including but not limited to the obligations for principal in an amount up to EUR (fifteen million euro) exceeding the threshold under article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities /LPOS/, and interests) of EUROLEASE AUTO EAD under Loan Agreement with VTB Bank (Austria) AG, as per motivated report of the Management Board of the public company, with subject matter of the agreement: provision of credit line by the bank for working funds for the borrower s lease operations; the period for using the funds is up to 12 months of the date of signing of the loan agreement; the deadline for repayment is 65 months of the date of signing of the loan agreement, but not later than ; funds will be repaid in instalments on quarterly basis and such instalments will be due as from the month following the month of use, and upon using the entire loan amount, the average amount of the repayment instalment will be EUR ; the agreed interest rate is the 3 month EURIBOR plus 4.75% on annual basis; the parties of the transaction are EUROLEASE AUTO EAD (borrower) and VTB Bank (Austria) AG (crediting bank), EUROLEASE GROUP EAD (guarantor); AVTO UNION AD (guarantor) and EUROHOLD BULGARIA AD (guarantor)). The registration of participants in the meeting will start at a.m. on 15 April 2014 in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. On the grounds of article 115, paragraph 2 of LPOS, 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 01 April 2014, are allowed to participate in the general meeting. Only the persons who are registered as shareholders up to that date inclusive have the right to participate and to vote in the general meeting. The shareholders have the right to put items on the agenda of the general meeting and to make proposals for resolutions on items included in 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 business register. Not later than 15 days prior the opening of the general meeting (31 March 2014), any shareholders who hold, for more than three months, jointly or severally, shares which represent at least 5 percent of the company s capital, submit to the business register for announcement a list of items to be included on the agenda and the proposals for resolutions under items that are already included in the agenda of the general meeting. The fact that shares are being held for more than three months is proved by declaration. Not later than the next working day after the announcement of items in the business register, the shareholders 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 100t, paragraph 1 and 3 of LPOS 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 will 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 should identify themselves by identity document, and the proxies 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 LPOS and the applicable legislation. Any reauthorization with the rights vested by the power 2

14 of attorney, and any power of attorney issued in breach of the rules under the preceding sentence, will be void. The shareholders who are legal entities and sole proprietors registered pursuant to the Bulgarian legislation should submit certificate for current entries in the Business Register. Foreign legal entities should 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 Bulgarian legislation. Shareholders who hold shares at the Polish Central Depository (KDPW), should 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 01 April 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 does not apply, provided the shareholder has explicitly stated the manner of voting on each item of the agenda. The proxy has the same right to speak and to raise questions at the general meeting, as the shareholder he/she represents. The proxy is 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 represents. 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 are 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 is available on the grounds of article 227 of the Commerce Law in relation to article 115, paragraph 12 of LPOS, 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 starts at a.m. on in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor. The Supervisory Board hereby assigns the executive director to undertake any legal and factual actions for the announcement of the convocation of the company s general meeting of shareholders in compliance with the applicable provisions of the applicable legislation. The Supervisory Board found that no objections have been brought against the voting so held and against the results of such voting. Upon adopting the above resolutions and due to the exhaustion of the agenda, the meeting of the Supervisory Board of Eurohold Bulgaria AD was closed. MEMBERS OF THE SUPERVISORY BOARD: 1. ASEN MILKOV HRISTOV: 2. DIMITAR STOYANOV DIMITROV: 3. KRASIMIR VUTEV KATEV: 3

15 Translation from Bulgarian M I N U T E S OF MEETING OF THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD On this 27 day of February, 2014, in the city of Sofia, a meeting of the Management Board of EUROHOLD BULGARIA AD, EIK , was held. The meeting was attended by the following members of the Management Board: 1. KIRIL IVANOV BOSHOV Chairman; 2. ASEN MINCHEV MINCHEV Executive Director; 4. VELISLAV MILKOV HRISTOV member of the MB; 5. ASEN EMANOUILOV ASENOV member of the MB; 6. DIMITAR KIRILOV DIMITROV member of the MB. Upon finding that there aren t any legal obstacles for adoption of valid resolutions pursuant to the provisions of the law and the company s Articles of Association, the attending members of the Management Board unanimously adopted the following AGENDA: 1. Adoption of motivated report of the Management Board about the expediency and the conditions for making transactions under the provisions of article 114, paragraph 1, item 2 in relation to article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities (LPOS), and namely empowering the Management Board and the persons who manage and represent Eurohold Bulgaria AD to make a transaction as a result of which the public company will assume an obligation, in its capacity of guarantor, for all obligations (including but not limited to the obligations for principal in an amount up to EUR (fifteen million euro) exceeding the threshold under article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities /LPOS/, and interests) of EUROLEASE AUTO EAD under Loan Agreement with VTB Bank (Austria) AG, as per motivated report of the Management Board of the public company, with subject matter of the agreement: provision of credit line by the bank for working funds for the borrower s lease operations; the period for using the funds is up to 12 months of the date of signing of the loan agreement; the deadline for repayment is 65 months of the date of signing of the loan agreement, but not later than ; funds will be repaid in instalments on quarterly basis and such instalments will be due as from the month following the month of use, and upon using the entire loan amount, the average amount of the repayment instalment will be EUR ; the agreed interest rate is the 3 month EURIBOR plus 4.75% on annual basis; the parties of the transaction are EUROLEASE AUTO EAD (borrower) and VTB Bank (Austria) AG (crediting bank), EUROLEASE GROUP EAD (guarantor); AVTO UNION AD (guarantor) and EUROHOLD BULGARIA AD (guarantor). Under item 1 of the agenda, after the discussions held, the Management Board of EUROHOLD BULGARIA AD unanimously adopted the following RESOLUTION 1: 1

16 The Management Board of EUROHOLD BULGARIA AD adopts motivated report of the Management Board of EUROHOLD BULGARIA AD, being ANNEX 1 to these minutes, made in compliance with the provisions of article 114а, paragraph 1 of LPOS about the expediency and the conditions for making transactions under the provisions of article 114, paragraph 1, item 2 in relation to article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities (LPOS), and namely empowering the Management Board and the persons who manage and represent Eurohold Bulgaria AD to make a transaction as a result of which the public company will assume an obligation, in its capacity of guarantor, for all obligations (including but not limited to the obligations for principal in an amount up to EUR (fifteen million euro) exceeding the threshold under article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities /LPOS/, and interests) of EUROLEASE AUTO EAD under Loan Agreement with VTB Bank (Austria) AG, as per motivated report of the Management Board of the public company, with subject matter of the agreement: provision of credit line by the bank for working funds for the borrower s lease operations; the period for using the funds is up to 12 months of the date of signing of the loan agreement; the deadline for repayment is 65 months of the date of signing of the loan agreement, but not later than ; funds will be repaid in instalments on quarterly basis and such instalments will be due as from the month following the month of use, and upon using the entire loan amount, the average amount of the repayment instalment will be EUR ; the agreed interest rate is the 3 month EURIBOR plus 4.75% on annual basis; the parties of the transaction are EUROLEASE AUTO EAD (borrower) and VTB Bank (Austria) AG (crediting bank), EUROLEASE GROUP EAD (guarantor); AVTO UNION AD (guarantor) and EUROHOLD BULGARIA AD (guarantor). It hereby empowers and authorises the executive director of the company ASEN MINCHEV MINCHEV, and the Chairman of the Management Board KIRIL IVANOV BOSHOV, jointly and severally, to submit the approved motivated report, together with the other materials in relation to the extraordinary general meeting of shareholders of the company convened for the 15 th day of April, 2014, to the respective competent authorities, the supervision intuitions and the other shareholders of the company. Due to the exhaustion of the agenda, the meeting of the Management Board closed business and was closed. ANNEX: 1) Motivated report of the Management Board in relation to the expediency and the conditions for making transactions under the provisions of article 114, paragraph 1, item 2 in relation to article 114, paragraph 1, item 1, letter b of the Law of Public Offering of Securities (LPOS). MEMBERS OF THE MANAGEMENT BOARD: 1. KIRIL IVANOV BOSHOV 2. ASEN MINCHEV MINCHEV 3. VELISLAV MILKOV HRISTOV 4. ASEN EMANOUILOV ASENOV 5. DIMITAR KIRILOV DIMITROV 2

17 3

18 Sample POWER OF ATTORNEY* The undersigned,..., citizen of..., PIN (Personal Identification Number)..., ID card..., issued on..., permanent address of residence:..., acting as... (information about the represented physical/legal person possessing as of (dd/mm/yy the date specified in the invitation to the shareholders).. (description of shares) voting shares from the registered capital of EUROHOLD BULGARIA AD, a company registered at the Trade Register of the Registration Agency, Unique Identification Code , having its headquarters and address of management at 1592 Sofia, 43, Christopher Columbus Blvd., on the grounds of Art. 226 of the Commerce Act (CA) and Art. 116, par. 1 of the Public Offering of Securities Act (POSA), hereby AUTHORIZES..., PIN..., ID card..., issued..., address of residence:... TO REPRESENT... at the extraordinary general meeting of shareholders of Eurohold Bulgaria AD, to be held on 15 April 2014 at a.m. in the city of Sofia, 43 Christopher Columbus Blvd., 1 st floor, meeting room and to vote with all shares owned by under the items of the agenda by the following way, namely: І. ANNOUNCED AGENDA OF THE SESSION OF THE GENERAL MEETING OF SHAREHOLDERS (pursuant to the published invitation to the shareholders and as the case may be, announced under the procedure of Art. 223 of the CA in relation to Art. 115, par. 4 of the POSA or Art. 223a of the CA relating to Art. 115, par. 7 of the POSA)... ІІ. DRAFT RESOLUTIONS ON THE SEPARATE ITEMS FROM THE AGENDA OF THE SESSION OF THE GENERAL MEETING OF SHAREHOLDERS (pursuant to the published invitation to the shareholders and as the case may be, announced under the procedure of Art. 223 of the CA or Art. 223a of the CA)... ІІІ. MANNER OF VOTING BY THE PROXY ON THE SEPARATE ITEMS OF THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS: If the manner of voting by the proxy under each item of the agenda is not specified, it should be outlined that the proxy shall be entitled to consider whether and how to vote (at his/her own discretion to decide whether to vote FOR, AGAINST or ABSTAIN FROM voting) under any and all draft resolutions during the session of the General Meeting of shareholders of EUROHOLD BULGARIA AD. To be specified whether the authorization includes the questions added into the agenda under the conditions of Art. 231, par. 1 of the CA and not announced or published in accordance with Art. 223 of the CA, as well as the manner of voting by the proxy in the cases under Art. 231, par. 1 of the CA. Date:... For the AUTHORIZER: (...) * The power of attorney should be notarized.