І. GENERAL PROVISIONS
These Rules for organizing and holding general meetings of the shareholders of “CHIMIMPORT” Plc have been adopted by the Management Board in order to guarantee the equal treatment of all shareholders of the company, as well as the right of each shareholder to express his/her opinion concerning all items, included in the agenda for the meeting.
The Rules were adopted in pursuance of the requirements for applying the corporate principles, set in the Corporate Governance Code, adopted by “BSE - Sofia” JSC.
The Management Board of “CHIMIMPORT” Plc guarantees that the procedures for convening and holding of general meetings of the company’s shareholders, regulated in these Rules, have been organized in compliance with the requirements of the operative regulation, thus not unduly impede or make the voting more difficult.
ІІ. GENERAL MEETING OF SHAREHOLDERS. PARTICIPATION AND REPRESENTATION
The General Meeting of the shareholders of “CHIMIMPORT” Plc consists of all shareholders, owners of shares having the right to vote.
The right to vote at a General Meeting is exercised by persons, who were entered in the registers of the Central Depositary as shareholders of the company 14 days prior to the date of the General Meeting.
All shareholders have the right to participate in the General Meeting of shareholders in order to express their opinion and make suggestions concerning the items included in the agenda.
Shareholders – individuals take part in the General Meeting personally or through a representative authorized in writing. Shareholders – legal entities take part in the General Meeting through their legitimate representatives or other person authorized by them in writing.
The power of attorney for participation in the General Meeting should be explicitly certified by notary in writing, for particular General Meeting, undersigned autographically by the authorizer - shareholder
- full name, unified civil ID number, respectively the company, number, account, volume and page of entry in the commercial register and the BULSTAT register of the authorizer and the proxy;
- the number and specific numbers of the represented shares or temporary certificates, respectively the number of dematerialized shares and the numbers of nominal certificates;
- the agenda of the items, suggested for discussion;
- the suggestions for decisions on each item of the agenda;
- the manner of voting on each item;
- date and signature.
The re-authorization with the rights under the above mentioned paragraphs, as well as the power of attorney, given in violation of the above mentioned rules shall be null and void.
With a view to facilitating and encouraging the shareholders to participate in the proceedings of the General Meeting through a proxy, a form of a power of attorney for representation of shareholders at the General Meeting of “CHIMIMPORT” Plc shall be published on the web page of the company.
The proposal for representation of a shareholder or shareholders holding more than 5 % of the votes at the General meeting of the company should be published in one central daily newspaper and sent to each shareholder it refers to. The proposal contains at least:
1. the agenda of the items suggested for discussion at the General Meeting and the proposal for their decision;
- the invitation for giving instructions by the shareholders about the manner of voting on the items of the agenda;
- statement as to the manner in which the proposer shall vote on each item of the agenda, unless the shareholder who has accepted the proposal has given any instructions about the voting.
The proposer is obliged to vote at the General Meeting of the company in compliance with the instructions of the shareholders stated in the power of attorney, and if such have not been given - according to item 3. The proposer can evade the instructions of the shareholders, respectively his/her statement about the manner of voting, if:
- there have arisen circumstances, unknown by the moment of making the proposal or signing the powers of attorney by the shareholders;
- the proposer has not been able to ask for new instructions and/or to make a new statement in advance, or has not received new instructions by the shareholders on time;
- the deviation is necessary to preserve the interests of the shareholders.
The company shall not have the right to request submission of the powers of attorney for representation of shareholders at the General Meeting earlier than two working days prior to the date of the General Meeting. The company shall inform the shareholders present at the General Meeting about the received powers of attorney upon opening the session.
If there were submitted more than one powers of attorney for representing a shareholder at the General Meeting of shareholders, issued by one and the same shareholder, the one issued later shall be valid.
If by the beginning of the General Meeting, the company has not been informed in writing by a shareholder about any withdrawal of the power of attorney, the latter shall be valid.
If the shareholder is present personally at the General Meeting, the power of attorney for this General Meeting issued by him/her remains valid, unless the shareholder states the opposite. Regarding the items of the agenda, on which the shareholder votes personally, the respective right of the proxy drops off.
ІІІ. CONVENING AND HOLDING OF GENERAL MEETING
The General Meeting of the shareholders of “CHIMIMPORT” Plc is held at the headquarters of the company– Sofia, the Republic of Bulgaria.
The regular General Meeting is held by the end of the first half-year after the end of the fiscal year.
In the event that the losses of the company exceed ½ of its capital, a General Meeting is held not later than three months from establishing the loss.
Extraordinary General Meeting of the shareholders is convened, in the event of necessity to be taken decisions on items, which are of the competence of the General Meeting, under the procedure, set in the operative legislation and these rules.
General Meeting is convened by the Management Board, the Supervisory Board or at the request of shareholders, holding shares representing at least 5 % of the capital of the company more than three months.
The regular annual General Meeting is convened after a verification by the Supervisory Board of the annual financial report of the company, the management report and the proposal for distribution of profit, made by the Management Board and after approving them.
The convening of shareholders to the General meeting is done through an invitation, published in the State Gazette and in one central daily newspaper, at least 30 days prior to the date of the meeting.
The invitation indicates the company and its headquarters; the place, date and time of the meeting; the kind of general meeting; announcement of the formalities, which should be done for taking part in the meeting and exercising the right to vote; agenda of the items, suggested for discussion and particular proposals for decisions.
All the proposals for main corporate events are presented as separate items in the agenda of the General Meeting, where the proposal for distribution of profit is in a separate item.
All written materials related to the agenda of the General Meeting are particular and clear, prepared in a way which does not allow any misleading of shareholders.
When the agenda of the General Meeting includes election of members of the Supervisory Board, the materials shall also include data of the names, permanent address and professional qualification of the persons, nominated for members. This rule also applies when the item is included in the agenda under the procedure of Art.233а of the Commercial Law.
Within the period of at least 45 days prior to the date of holding the General Meeting, the invitation together with the written materials related to the agenda of the meeting shall be sent to the Financial Supervision Commission, BSE – Sofia JSC and the Central Depositary.
The written materials, related to the agenda of the General Meeting should be given at the disposal of shareholders no later than the date of publishing the invitation for convening the General Meeting. Upon request, they shall be submitted to each shareholder by the Investor Relations Director, free of charge.
The General Meeting of shareholders cannot take decisions on items, which have not been announced, according to the operative provisions of the commercial law, unless in the cases when all shareholders are present or represented at the meeting and nobody objects to the issues, brought forward for discussion.
The members of the Management Board and the Supervisory Board answer correctly, comprehensively and substantially all the questions of shareholders, asked at the General Meeting in relation to the economic and financial standing and the commercial activity of the company, except for circumstances which represent internal information.
All shareholders of the company can ask questions, whether they are related to the agenda of the General Meeting or not.
For the session of the General Meeting a list of the present shareholders or their representatives and the number of owned or represented shares shall be prepared. The shareholders and representatives attest their presence by signature. The list is certified by the chairman and the secretary of the General Meeting.
The General Meeting of shareholders is presided by one of the shareholders, elected with a simple majority. Each session of the General Meeting assigns a secretary and counter/s, who may not be shareholders.
The General Meeting of shareholders can take decisions if there are shareholders owning at least ½ of the capital of the company.
In the absence of quorum, a new session is set down not earlier than 14 days and it is considered to be legally hold, independent of the represented capital. The date of the new session is specified in the invitation for the first session.
The voting at the General Meeting is open and each shareholder has as many votes as the number of the owned shares.
A shareholder or his/her representative cannot take part in the voting for laying claims against him/her and for taking actions in relation to his/her responsibilities to the company.
The decisions of the General Meeting are taken with a majority of the represented shares, unless the operative legislation requires a bigger majority for taking certain decisions.
The decisions for amendments of the Articles of association, increase and reduction of capital and liquidation of the company are taken with a majority of 2/3 of the represented shares at the General Meeting.
The decisions for transformation of the company, as well as the decisions under Art.17, par. 8 from the Articles of association are taken with a majority of ¾ of the represented shares at the General Meeting.
The decisions of the General Meeting of shareholders become effective immediately, unless their effect is postponed.
The decisions about any amendments of the Articles of association and liquidation of the company become effective after their entry in the Commercial register.
The increase and reduction of capital, the transformation of the company, the election and dismissal of members of the Supervisory Board and the appointing of liquidators become effective after their entry in the Commercial register.
The company immediately informs the Financial Supervision Commission, BSE – Sofia JSC and the Central Depositary about the decision of the General Meeting regarding the kind and amount of dividend, as well as regarding the conditions and order of its payment.
For each session of the General Meeting is kept a record in a special book, indicating the place and time of holding the session; the names of the chairman and the secretary, as well as names of the counters of votes; the presence of the Management Board and the Supervisory Board, as well as of the persons who are not shareholders; the proposal made in essence; the votings and the results from them; the objections being made.
The record is signed by the chairman, the secretary and the counters of votes at the General Meeting and a list of the present shareholders and their representatives, the number of owned or represented shares and the documents related to its convening are added.
Upon request of a shareholder or member of the Management Board or the Supervisory Board, there may be present a notary, to make a written statement of ascertainment according to Art.488а from the Civil Procedure Code. A copy of the written statement of ascertainment is attached to the record of the General Meeting.
The record together with its attachments is submitted by the Investor Relations Director to each shareholder, who wants to be acquainted with them. Within the period of 3 days as of the date of the General Meeting, the company sends the record of the session to the Financial Supervision Commission and BSE – Sofia JSC.
The records and the attachments to them are kept in the company at least 5 years and upon request they are given by the Investor Relations Director to each shareholder.
ІV. RIGHTS OF SHAREHOLDERS IN RELATION TO CONVENING AND HOLDING A GENERAL MEETING OF SHAREHOLDERS
Each shareholder of “CHIMIMPORT” Plc has the right:
- to be informed about a convened General Meeting of shareholders under the procedure provided by law;
- to examine all materials in relation to a convened General Meeting of shareholders and upon request – to receive these materials free of charge;
- to participate in the General Meeting of shareholders by expressing opinions, making suggestions and posing questions under the items included in the agenda of the meeting, as well as to exercise his/her right to vote;
- to receive correct and comprehensive answers in essence by the members of the Management Board and the Supervisory Board of the questions, asked at the General Meeting about the financial and economic standing and the commercial activity of the company, except for the circumstances, which represent internal information;
- to examine the records of the General Meetings, as well as the attachments to them;
- to require the presence of a notary at the General Meeting of shareholders, to prepare a written statement of ascertainment according to Art.488а from the Civil Procedure Code;
- to lay a claim for repeal of a decision of the General Meeting of shareholders according to Art. 74 from the Commercial Law, when it contradicts mandatory provisions of the law or the Articles of association of the company;
Shareholders, holding shares, representing at least 5 % of the capital of the company who more than three months can:
1, ask for convening of a General Meeting of shareholders. If within the period of one month from the request of shareholders for convening of a General Meeting it is not satisfied or if the General Meeting is not held within a period of 3 months from declaring the request, the district court at the place of registration of the company convenes a General Meeting or empowers the shareholders, who have requested the convening, or their representative to convene the meetin;
2, to include other items in the agenda of the General Meeting after publishing the invitation for its convening. Not later than 15 days prior to the opening the General Meeting, the shareholders present in the commercial register a list of the items to be included in the agenda, the suggestions for decisions and the written materials connected with them. Not later than the next working day after the resolution of the court for including additional items in the agenda of the General Meeting, the shareholders submit the list of items, the suggestions for decisions and the written materials under the headquarters and the registered office of the company and to the Financial Supervision Commission.