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INVITATION - DOC

VIEWS: 293 PAGES: 3

									                                  INVITATION
             TO THE SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA AD

The Supervisory Board of INDUSTRIAL HOLDING BULGARIA AD (hereinafter referred to as the
‘Company’), with registered office and address in the city of Sofia, with Unified Identification Code (UIC):
121631219, by its decision as of 12.05.2010 convenes its regular Annual General Meeting of Shareholders of
the Company on 25 June 2010 at 10 a. m. whereas the AGM is to be held in Sofia City, 16-20 Alabin Street,
at the building of the Bulgarian Industrial Association, in the conference room on the 1st floor, with the
following agenda and draft decisions:

1. Approval of the Report on the Company’s activity for 2009. Consolidated activity report for 2009.
Draft decision: The General Meeting of Shareholders approves the report on the company’s activity and the
consolidated report on the Company’s activity for 2009.
2. Approval of the Registered auditor’s report on the audit of the Annual Financial Report of the
Company for the year 2009 and the Registered auditor’s report on the audit of the Consolidated
Annual Financial Report of the Company for the year 2009.
Draft decision: The General Meeting of Shareholders approves the registered auditor’s report on the audit of
the Annual Financial Report and the report on the audit of the Consolidated Annual Financial Report of the
Company for the year 2009.
3. Approval of the Annual Financial Report of the Company for the year 2009 and of the Consolidated
Annual Financial Report of the Company for the year 2009.
Draft decision: The General Meeting of Shareholders approves the Annual Financial Report and the
Consolidated Annual Financial Report of the Company for the year 2009.
4. Approval of a decision for the distribution of the Company’s profit for the year 2009.
Draft decision: The General Meeting of Shareholders adopts a decision on the distribution of the profit of the
Company for 2009 totaling BGN 3,584,680 (three million five hundred and eighty-four thousand six
hundred and eighty Bulgarian levs) as undistributed profit of the Company.
5. Report on the activity of the Investors Relations Director for the year 2009.
6. Report on the activity of the Audit Committee for the year 2009.
7. Release from liability of the members of the Management Board and the Supervisory Board for
their activity throughout the year 2009.
Draft decision: The General Meeting of Shareholders releases from liability for their activities in 2009
the following members of the Supervisory Board:
      Snezhana Ilieva Hristova,
      Konstantin Kuzmov Zografov,
      DZH AD, represented by Elena Petkova Kircheva;
and the following members of the Management Board:
      Bozhidar Vasilev Danev,
      Daneta Angelova Zheleva,
      Borislav Emilov Gavrilov,
      Boyko Nikolov Noev,
      Georgi Yanchev Momtchilov.
8. Determination of the remuneration of the members of the Management Board and the Supervisory
Board of the Company for the year 2010.
Draft decision: The General Meeting of Shareholders decides that the monthly remuneration of the members
of the Management Board and the Supervisory Board of the Company for the year 2010 shall be equal to the
amount specified for the year 2009.
9. Selection of a registered auditor of the Company for the year 2010.
Draft decision: The General Meeting of Shareholders selects the registered auditor of the Company for the
year 2010 recommended by the Audit Committee.
10. Miscellaneous.

All shareholders or their proxies are invited to participate in the General Meeting.
Only the persons entered into the registers of the Central Depositary AD as shareholders 14 prior to the date
of the General Meeting, i.e. before 11 June 2010, shall be entitled to participate and vote in the General
Meeting.

As of the date of the decision for convention of the General Meeting of Shareholders, i. e. 12 May 2010, the
total number of voting shares of the Company’s capital is 43,756,118.

The Company is in procedure of capital increase up to BGN 58 341 490.

The present invitation, together with the written materials related to the agenda of the General Meeting of
Shareholders shall be published on the internet site of the Company – www.bulgariaholding.com - for the
period from the entering of the invitation into the companies’ register till the closing of the General Meeting
of Shareholders.

The written materials under article 224 of the Commercial Code shall be available to the shareholders at the
following address: Sofia City, 47 Vassil Levski Blvd., every working day from 3 p. m. to 5 p. m. as of the
entering of the invitation into the companies’ register. The materials shall be provided to the shareholders
upon presentation of an identity document, and to the proxies of the shareholders – upon presentation of an
explicit proxy in writing, the original of which shall be kept with the archives of the Company.

Persons holding jointly or separately at least 5% of the capital of the Company may request the inclusion of
issues and propose decisions on issues which are already included in the agenda of the General Meeting
under the procedure of article 223a of the Commercial Code, provided that not later than 15 days prior to the
opening of the General Meeting such persons submit for entering into /announcement/ the companies’
register a list of the issues which will be included in the agenda and their draft decisions. The shareholders
shall present to the Financial Supervision Commission and the Company the materials under article 223a,
paragraph 4 of the Commercial Code not later than the next business day following the entering of the issues
into the companies’ register.

The shareholders shall be entitled to raise issues during the General Meeting.

The shareholders shall be entitled to authorize any natural person or legal person to participate and vote in
the General Meeting on their behalf upon compliance with the following rules which are also announced on
the internet site of the Company, i. e. www.bulgariaholding.com:

1. A member of the Management Board or the Supervisory Board of the Company may also be a proxy of
a shareholder provided that the principal /authorizer/ has expressly specified the way of voting on each of the
agenda items.
2. The proxy shall have the same rights to speak or put forth questions to the General Meeting as the
shareholder represented by such proxy.
3. The proxy must exercise its voting right in compliance with the instructions (guidelines) of the
authorizer contained in the proxy /authorization/. Should the proxy deviate from the instructions contained in
the authorization, the votes of these shares for the respective voting shall be deemed invalid.
4. The proxy may represent more than one shareholder in the General Meeting of the Company. In such a
case the proxy may vote differently on the shares held by the various represented shareholders.
5. The proxy /authorization/ for representation of a shareholder in the General Meeting of Shareholders
should be in writing and the signature of the authorizer should be certified by a notary, and furthermore it
should be for the particular General Meeting, express and specifying the following:
а/ full information on the authorizing shareholder and the proxy;
b/ number of shares covered by the proxy;
c/ the agenda of the issues presented for discussion;
d/ the draft decisions on each of the issues on the agenda;
e/ the way of voting on each of the issues or, when such a way is not specified, an express clause stating that
the proxy is entitled to decide whether and how to vote;
f/ date, place and signature.
6. The notification for authorization may also be done electronically.
In such a case the Company shall be notified by the receipt on the following electronic address:
ir@bulgariaholding.com of a notification signed by an universal electronic signature (within the meaning of
the Act on the electronic document and the electronic signature) of the authorizing shareholder (for the
natural persons) or of the legal representative of the authorizing shareholder (for the legal persons).

The authorizer shall enclose to the electronic notification scanned originals of the: the proxy certified by a
notary and executed pursuant to the sample approved by the Company, a certificate of the current registration
issued not earlier than 3 months prior to the date of the General Meeting, whereas if these documents are in a
foreign language they should be presented together with the certified translation into Bulgarian in
compliance with the current Bulgarian law (Rules on the legalization, certification and translation of
documents and other papers) and all electronic images of documents should be signed with the universal
electronic signature of the authorizing shareholder (for the natural persons) or of the legal representative of
the authorizing shareholder (for the legal persons).
7. A form /sample/ of the proxy for representation of a shareholder in the General Meeting shall be presented
to the shareholders together with the materials for the General Meeting of Shareholders.
8. All proxies plus their accompanying documents should be received on the following address: Sofia City,
47 Vassil Levski Blvd., or at the following email address ir@bulgariaholding.com within 2 working days
prior to the day of the General Meeting - 23.06.2010 and 24.06.2010, but till 4 p. m. on 24.06.2010 at the
latest.
9. If the proxy is issued in a foreign language, it shall be presented to the Company together with the
certified translation into Bulgarian in accordance with the current Bulgarian legislation (Rules on the
legalization, certification and translation of documents and other papers)
10. Withdrawal of an authorization for which the Company has been duly notified should be done in
compliance with the respective statutory procedure.
11. Re-authorization with the rights of the proxy, as well as a proxy given in violation of the above said rules
shall be deemed void.
12. Voting by correspondence and electronically shall not be allowed.

The registration of the shareholders starts at 9 a. m. on 25 June 2010 at the place of holding the General
Meeting of the Shareholders.
To register and participate in the General Meeting the shareholders which are natural persons must present
an identity document. The proxies, when they are legal representatives of the shareholders which are legal
persons must present an identity document and a certified copy of the certificate for current registration
issued not earlier than 3 months prior to the date of the General Meeting, whereas if these documents are in a
foreign language they should be accompanied by a certified translation into Bulgarian in compliance with the
current Bulgarian law (Rules on the legalization, certification and translation of documents and other
papers).

In case of lack of quorum, on the grounds of article 227, paragraph 3 of the Commercial Code, the General
Meeting shall be held on 9 July 2010 at 10 a. m. at the same place and agenda, and it shall be lawful
irrespective of the presented capital. In accordance with article 115b, paragraph 1 of the Public Offering of
Securities Act, only persons entered in as shareholders as of 11 June 2010 shall be entitled to participate and
vote in this session of the General Meeting. The agenda of the new session could not include items under the
procedure of article 223a of the Commercial Code.


Daneta Zheleva - CEO


Bogomila Hristova – Investors Relations Director

								
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