The Board of Directors of Monbat AD, on the grounds of the provisions of Art. 223, para. 1 of the Commercial Act convenes an extraordinary attendance session of the General Assembly of the company’s Shareholders on 07.12. 2015 at 10.30 in the city of Sofia, No 1, Gurko Blvd., Grand Hotel Sofia, Triaditza 1 hall, under the following agenda and draft resolutions:
- Passing a resolution for a change in the Board of Directors. Draft Resolution: The General Assembly of Shareholders releases Karageorgiev Ivan and Eugene Peterhansel from their position as members of the Board of Directors of Monbat AD and elects Peter Bozadzhiev Yordan Karabinov in their place for new members of the Board of Directors of the Company.
- All shareholders of the company are invited to participate personally or by proxy. Written materials for the Assembly are available for the shareholders at the company’s office address: 32A Cherni Vrah Blvd., floor 4, 1407 Sofia every business day from 10.00 to 16.00. The invitation together with the written materials under the items from the agenda for the Assembly shall be posted on the website of Monbat AD – www.monbat.com for the period from the promulgation of the invitation in the Commercial Register until the end of the General Assembly.
- Persons holding jointly or separately at least 5 percent of the capital of MONBAT AD – Sofia can request inclusion of items and suggest resolutions for already included items in the agenda for the General Assembly under the procedure of Art. 223a of the Commercial Act. Not later than 15 days prior to the opening of the General Assembly those shareholders shall present for announcement in the Commercial Register a list of the items to be included in the agenda and the draft resolutions. With the announcement in the Commercial Register the items shall be considered as included in the suggested agenda. Latest on the following business day after the announcement the shareholders shall present the list of items, draft resolutions and the written materials upon the registered seat and management address of the company as well as to the Financial Supervision Commission.
- During the General Assembly, the shareholders of the company shall have the right to raise questions on all items from the agenda as well as questions regarding the economic and financial state and the commercial activity of the company, irrespective if the latter are related to the agenda.
- In case of lack of quorum on the firs announced date for the General Assembly, on the grounds of Art. 227, para. 3 of the Commercial Act the General Assembly will be held on 22.12.2015 at 10.30 at the same place and under the same agenda. In the agenda for the new session can not be included items under the procedure of Art. 223a of the Commercial Act. Registration of the shareholders will be made on the date of the General Assembly from 9.30 until 10.20.
- For registration and participation in the General Assembly individuals – shareholders shall present a personal identification document. Legal entities – shareholders shall present an original of a current certificate for a commercial registration as well as an identification document for the representative by law.
- Proxy Voting Rules: In case of representation of a shareholder at the General Assembly, on the grounds of the provision of Art.21, paragraph 3 of the company’s Articles of Association and the Proxy Voting Rules, adopted by the Board of Directors it will be necessary to be also presented an explicit, notary signed proxy for the particular General Assembly with the contents under Art.116, para.1 of the Law on Public Offering of Securities. In the cases when the legal entity is not represented by its legal representative, the proxy holder shall present an identification document, original of a current certificate for a commercial registration of the respective company – shareholder and an explicit, notary signed proxy for the particular General Assembly with the contents under Art.116, para.1 of the Law on Public Offering of Securities.
- In case of representation of a company’s shareholder by a legal entity – proxy holder, except for an identification document for the proxy holder, representing the company shall be also presented an original of a current certificate for a commercial registration of the respective company – proxy and an explicit, notary signed proxy for the particular General Assembly with the contents under Art.116, para.1 of the Law on Public Offering of Securities. On the grounds of Art. 116, para. 4 of the Law on Public Offering of Securities reauthorization with the rights given to the representative according to the proxy as well as a proxy given in violation of the provision of Art. 116, para. 1 of the Law on Public Offering of Securities shall be invalid. The certificate for commercial registration as well as the proxy for representation at the General Assembly of the Shareholders issued in a foreign language must be presented together with a legalized translation in Bulgarian language in accordance with the provisions of the existing legislation. In case of any discrepancy between the texts, the data in the Bulgarian translation shall be considered as true. The Board of Directors of MONBAT AD – Sofia presents a sample of the written proxy on paper and in electronic version together with the materials for the General Assembly. The proxy sample shall also be available on the website of the company - www.monbat.com Upon request, a sample of the written proxy shall be presented also after convocation of the session of the General Assembly of the Shareholders.
- MONBAT AD shall receive and accept for valid announcements and proxies by electronic means on the following electronic mail: firstname.lastname@example.org as the electronic announcements should be signed with an universal electronic signature (UES) on the part of the authorizer and an electronic document (electronic image) of the proxy is enclosed to them which also has to be signed with an universal electronic signature (UES) on the part of the authorizer. Voting rights at the General Assembly of the Shareholders may also be exercised prior to the date of the General assembly through correspondence, by using mail, including electronic mail and courier in accordance with the company’s Rules for Voting through Correspondence which are posted on the company’s website www.monbat.com . Voting through electronic means shall not be applicable for the particular general assembly.
- The Board of Directors of MONBAT AD informs that the total number of company’s shares and voting rights at the General Assembly of the company by the date of the decision of the Board of Directors for convocation of the General Assembly – 26.10.2015 is 39 000 000
- On the grounds of Art.115b, para. 1 of the Law on Public Offering of Securities the voting right at the General Assembly shall be exercised by persons/entities who/which had been filed with the Central Depositary’s registers as shareholders of the company 14 days prior to the date of the General Assembly. The date under the previous sentence for the extraordinary session of the General Assembly of MONBAT AD – Sofia is 23.11.2015
- Only persons/entities who/which had been entered as shareholders of the company at that date shall have the right to participate and vote at the General Assembly.
contact for investors
Investor Relations Director
tel. +359 2 988 2413