M I N U T E S. from the regular general meeting of shareholders of EUROHOLD BULGARIA PLC

Transcription

1 Translation from Bulgarian M I N U T E S from the regular general meeting of shareholders of EUROHOLD BULGARIA PLC The regular general meeting of shareholders of Eurohold Bulgaria PLC was held on the 30 th day of June, 2014, in the city of Sofia, 43 Christopher Columbus Blvd. at a.m., in compliance with all applicable regulations. The meeting was attended by the shareholders listed by names in a list made in compliance with the provisions of article 225 of the Commerce Law. The list of attending shareholders was certified by the chairman and by the secretary of the general meeting, and is an integral part of these minutes. At the time of opening of the general meeting of shareholders of the company, 11 (eleven) powers of attorney for representation of shareholders at the general meeting were submitted. The meeting was attended by Mr. Kiril Ivanov Boshov Chairman of the Managing Board, Mr. Assen Minchev Minchev Chief Executive Officer, Mr. Velislav Milkov Hristov member of the Managing Board, the company s investor relations director Mrs. Milena Stoyanova Stoyanova, the financial officer Mrs. Galya Georgieva, as well as Mrs. Stoyanka Apostolova and Mr. Nedyalko Apostolov managing partners of BDO Bulgaria OOD, specialized audit company appointed as expert accountant (registered auditor), that has audited and certified the 2013 Annual Financial Statements of Eurohold Bulgaria PLC. The meeting was opened by Mr. Assen Minchev Minchev chief executive officer of Eurohold Bulgaria PLC. He welcomed the attending shareholders and proposed to vote a resolution to decide whether the persons who are not shareholders should attend the general meeting, with view of its technical provision. On the above proposal, the general meeting of shareholders unanimously adopted the following PROCEDURAL RESOLUTION: The meeting gives its consent to hold a public general meeting of shareholders to be attended by all willing persons who are not shareholders.

2 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the After the adoption of the above resolution, Mr. Assen Minchev proposed to elect a Quorum and Represented Capital Commission with the following members: Mr. Velislav Milkov Hristov, PIN ХХХХХХХХХ chairman, and Angel Stanislavov Stoychev, PIN ХХХХХХХХХ member of the commission. On the above proposal, the general meeting of shareholders adopted the following PROCEDURAL RESOLUTION: The general meeting elects a Quorum and Represented Capital Commission with the following members: Velislav Milkov Hristov, PIN ХХХХХХХХХ chairman, and Angel Stanislavov Stoychev, PIN ХХХХХХХХХ member. Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the 2

3 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Mr. Velislav Hristov, chairman of the Quorum and Represented Capital Commission gave information about the shares registered for the general meeting. After the presentation of such information, by proposal of Mr. Assen Minchev, the shareholders adopted the following PROCEDURAL RESOLUTION: The general meeting of shareholders of Eurohold Bulgaria PLC found that at the time of opening of the meeting, 11 (eleven) powers of attorney for representation of shareholders at the general meeting were submitted to the company, and that at the opening time of the meeting, and namely at a.m. on , the required quorum was available in compliance with the company s articles of association, and that 12 (twelve) persons were registered for participation in the general meeting, representing (seventy eight million three hundred forty nine thousand one hundred and twenty five) ordinary, registered, dematerialized shares, being approximately 61.53% (sixty one point fifty three percent) of the capital of Eurohold Bulgaria PLC. Having in mind the above, there are no legal obstacles to held the regular general meeting of shareholders of Eurohold Bulgaria PLC on at a.m. Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the Upon verifying the legitimacy of the meeting, the chief executive officer of the company proposed the shareholders to elect a chairperson of the general meeting of shareholder, a secretary of the meeting and vote counters. The chief executive officer, Mr. Assen Minchev, proposed Mrs. Tsvetelina Hristova Stancheva Moskova, PIN ХХХХХХХХХ, to be elected as chairwoman of the general meeting of shareholders, Mr. Krasimir Svilenov Kirov, PIN ХХХХХХХХХ as secretary of the general meeting of shareholders, and Iva Ventsislavova Naumova, PIN ХХХХХХХХХ, and Mrs. Nadezhda Plamenova Shemshirova, PIN ХХХХХХХХХ as vote counters. 3

4 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC The general meeting of shareholders of Eurohold Bulgaria PLC found that no other proposals for election of chairperson of the general meeting of shareholders, secretary of the general meeting of shareholders and vote counters, were submitted, and then adopted the following PROCEDURAL RESOLUTION: 1. Elects Tsvetelina Hristova Stancheva Moskova, PIN ХХХХХХХХХ as chairwoman of the general meeting of shareholders. 2. Elects Krasimir Svilenov Kirov, PIN ХХХХХХХХХ as secretary of the general meeting. 3. Elects Iva Ventsislavova Naumova, PIN ХХХХХХХХХ, and Nadezhda Plamenova Shemshirova, PIN ХХХХХХХХХ, as vote counters of the general meeting of shareholders. Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the Upon adoption of the above resolution, the chairwoman of the general meeting informed the present shareholders that pursuant to the provisions of article 231, paragraph 1 of the Commerce Law, the general meeting may not adopt resolutions concerning issues that have not been announced according to article 223 and article 223a of the Commerce Law, unless all shareholders are present at the meeting and none of them objects against the discussions of any issues raised. Having in mind that not all shareholders are present at today s meeting, it will be held according to the agenda previously announced in the notice to the shareholders, and namely 1. Adoption of the annual financial statements of the company for 2013 (draft resolution the general meeting of shareholders adopts the annual financial statements of the company for 2013); 2. Adoption of the report of the specialized audit company for the audit of the annual financial statements of the company for 2013 (draft resolution the general meeting of shareholders adopts the report of the specialized audit company for the audit of the annual financial statements of the company for 2013); 4

5 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC 3. Adoption of report of the Managing Board for the company s operations in 2013 (draft resolution the general meeting of shareholders adopts the report of the Managing Board for the company s operations in 2013); 4. Adoption of the consolidated financial statements of the company for 2013 (draft resolution the general meeting of shareholders adopts the consolidated financial statements of the company for 2013); 5. Adoption of the report of the specialized audit company for the audit of the consolidated financial statements of the company for 2013 (draft resolution the general meeting of shareholders adopts the report of the specialized audit company for the audit of the consolidated financial statements of the company for 2013); 6. Adoption of the consolidated annual report of the Managing Board for the company s operations in 2013 (draft resolution the general meeting of shareholders adopts the consolidated annual report of the Managing Board for the company s operations in 2013); 7. Approval of the Managing Board s proposal for allocation of the profit from the company s operations in 2013 (draft resolution the general meeting of shareholders approves the proposal of the Managing Board for allocation of the profit from the company s operations in 2013, and namely: no profit to be allocated); 8. Election of specialized audit company of the company for 2014 (draft resolution the general meeting of shareholders elects BDO Bulgaria OOD, EIK as the company s specialized audit company for 2014); 9. Releasing the members of the supervisory board and the members of the managing board of Eurohold Bulgaria PLC from liability for their activity in 2013 (draft resolution the general meeting of shareholders releases the members of the Supervisory Board and the members of the Managing Board from liability for their activity in 2013); 10. Fixing the remunerations of the members of the Supervisory Board of the company for 2014 (draft resolution the general meeting of shareholders adopts a resolution to fix the remunerations of the members of the Supervisory Board of the company for 2014, which will remain unchanged); 11. Adoption of the report for the activity of the investor relations director in 2013 (draft resolution the general meeting of shareholders adopts the report for the activity of the investor relations director in 2013); 12. Adoption of the report of the company s audit committee for 2013 (draft resolution on the grounds of article 40l of the Law on Independent Financial Audit, the general meeting of shareholders adopts the report of the company s Audit Committee for 2013). 13. Adoption of report for implementation of the remuneration policy pursuant to article 12, paragraph 2 of Ordinance 48 of 20 March 2013 (draft resolution the general meeting of shareholders adopts the report for the implementation of the remuneration policy pursuant to article 12, paragraph 2 of Ordinance 48 of 20 March 2013). Under item 1 of the agenda, the chairwoman of the meeting, Tsvetelina Stancheva Moskova, read the proposal for resolution under this item of the agenda. No objections against the proposal and no questions were raised, and thus the general meeting of shareholders unanimously adopted the following RESOLUTION 1 The general meeting of shareholders adopts the annual financial statements of the company for

6 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the Under item 2 of the agenda, the chairwoman invited the present shareholders to raise questions on the report of the registered auditor concerning the audit of the annual financial statements made. There were no questions and discussions under this item of the agenda. Thus, the chairwoman of the general meeting put the single draft resolution, as stated in the notice announced in the business register, to a vote, and the general meeting of shareholders unanimously adopted the following RESOLUTION 2 The general meeting of shareholders adopts the report of the specialized audit company for the audit of the company s annual financial statements for

7 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the Under item 3 of the agenda, the chairwoman of the meeting invited the present shareholders to raise questions on this item of the agenda. There were no questions and discussions. Thus, the chairwoman of the general meeting put the single draft resolution, as stated in the notice for the general meeting announced in the business register, to a vote, and the general meeting of shareholders unanimously adopted the following RESOLUTION 3 The general meeting of shareholders adopts the report of the Managing Board for the company s operations in Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the 7

8 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Under item 4 of the agenda, the chairwoman of the meeting introduced the proposal of the supervisory board under this item of the agenda to the present shareholders and invited them to raise any questions in relation to the consolidated financial statements of the company for 2013 to the management of the company and to the present representative of the certifying auditor, or to make a proposal for resolutions. There were no questions and discussions under this item of the agenda. Thus, the chairwoman of the general meeting put the single draft resolution to a vote and the general meeting of shareholders unanimously adopted the following RESOLUTION 4 The general meeting of shareholders adopts the consolidated financial statements of the company for Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the Under item 5 of the agenda, the chairwoman of the meeting, Mrs. Tsvetelina Stancheva Moskova invited the present shareholders to ask Mrs. Stoyanka Apostolova any possible questions in relation to the report of the specialized audit company about the audit of the company s consolidated financial statements for There were no questions and discussions under this item of the agenda. Thus, the chairwoman of the general meeting put to a vote the single draft resolution under this item of the agenda, and namely the draft resolution of the supervisory board as announced in the notice published in the business register, and the general meeting of shareholders adopted the following RESOLUTION 5 8

9 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC The general meeting of shareholders adopts the report of the specialized audit company for the audit of the company s consolidated financial statements for Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Under item 6 of the agenda, the chairwoman of the meeting, Mrs. Tsvetelina Stancheva Moskova invited the present shareholders to raise their questions about the submitted consolidated annual report of the Managing Board for the company s operations in There were no questions and discussions under this item of the agenda. Thus, the chairwoman of the general meeting put to a vote the single draft resolution under this item of the agenda, and namely the draft resolution of the supervisory board, as announced in the business register, and the general meeting of shareholders unanimously adopted the following RESOLUTION 6 The general meeting of shareholders adopts the consolidated report of the Managing Board for the company s operations in

10 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital 100 % The General Meeting of s found no objections were raised in relation to the Under item 7 of the agenda, the chairwoman of the general meeting of shareholders introduced the proposal submitted by the managing board for allocation of profit realized in 2013 to the present shareholders, and then invited them to raise questions. There were no questions and the chairwoman of the general meeting put to a vote the single draft resolution under this item of the agenda, and namely the draft resolution as announced in the notice for convocation of the general meeting published in the business register, and the general meeting of shareholders adopted the following RESOLUTION 7 The general meeting of shareholders approves the proposal of the Managing Board for allocation of the profit from the company s operations in 2013, and namely: no profit will be allocated. Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % 9.76 %

11 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC The General Meeting of s found no objections were raised in relation to the Under item 8 of the agenda, the chairwoman of the general meeting gave the floor to the shareholders under this item of the agenda. No questions and objections were raised. The general meeting of shareholders proceeded to voting on the single draft resolution. To this end, the general meeting of shareholders adopted the following RESOLUTION 8 The general meeting of shareholders elects BDO BULGARIA OOD, EIK , as specialized audit company of the company for Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Under item 9 of the agenda, the chairwoman of the general meeting introduced the present shareholders with the draft resolution, as proposed in the notice for the general meeting announced in the business register, to release the members of the supervisory board and the members of the managing board of the company from liability for their activity in There were no objections and questions raised under this item of the agenda. Thus the shareholders proceeded to voting and the general meeting of shareholders adopted the following RESOLUTION 9 The general meeting of shareholders releases from liability the members of the Supervisory Board and the members of the Managing Board for their activity in

12 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Under item 10 of the agenda, the chairwoman of the general meeting gave the floor to the shareholders for any questions and/or objections. There were no such questions and objections and the shareholders proceeded to voting. To this end, the general meeting of shareholders adopted the following RESOLUTION 10 The general meeting of shareholders adopts a resolution not to change the remunerations of the members of the company s Supervisory Board for Swedbank AS Leo Overseas Limited

13 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Under item 11 of the agenda, the chairwoman of the general meeting, Mrs. Tsvetelina Stancheva gave the floor to Mrs. Milena Stoyanova investor relations director of the company who said that she will be happy to answer the shareholders questions in relation to her report as enclosed in the materials distributed among the shareholders in relation to the agenda of the general meeting. There were no questions raised to the investor relations director and the chairwoman of the general meeting introduced the present shareholders with the proposal for resolution as stated in the notice for the meeting announced in the business register. Thus, the shareholders proceeded to voting and the general meeting of shareholders adopted the following RESOLUTION 11 The general meeting of shareholders adopts the report for the activity of the investor relations director for Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Under item 12 of the agenda, the chairwoman of the meeting, Mrs. Tsvetelina Stancheva invited the present shareholders to raise questions about the submitted report of the company s audit committee for There were no questions and discussions under this item of the agenda. 13

14 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Thus, the chairwoman of the general meeting put to a vote the draft resolution of the supervisory board, as announced in the notice for the meeting published in the business register. As a result, the general meeting of shareholders adopted the following RESOLUTION 12 On the grounds of article 40l of the Law on Independent Financial Audit, the general meeting of shareholders adopts the report of the company s Audit Committee for Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Under item 13 of the agenda, the chairwoman of the general meeting introduced the shareholders with the Supervisory Board s proposal for resolution. No questions and/or objections were raised. The chairwoman put to a vote the supervisory board s proposal for resolution and the general meeting of shareholders adopted the following RESOLUTION 13 The general meeting of shareholders adopts the report for implementation of the remuneration policy under article 12, paragraph 2 of Ordinance 48 of 20 March

15 Minutes from the Regular General Meeting of s of Eurohold Bulgaria PLC Swedbank AS Leo Overseas Limited Total number of shares Percentage of presented capital % % The General Meeting of s found no objections were raised in relation to the Thus, due to the exhaustion of the items on the agenda, the general meeting of shareholders was closed at a.m. These minutes were signed by the chairwoman and by the secretary of the general meeting of shareholders, and by the vote counters. The list of shareholders attending the general meeting was certified by the chairwoman and by the secretary of the general meeting and is an integral part of these minutes. CHAIRMANSHIP OF THE MEETING: Chairwoman of the general meeting of shareholders, TSVETELINA HRISTOVA STANCHEVA MOSKOVA Secretary of the general meeting of shareholders, KRASIMIR SVILENOV KIROV Counters of the general meeting of shareholders, IVA VENTSISLAVOVA NAUMOVA NADEZHDA PLAMENOVA SHEMSHIROVA The undersigned, Desislava Georgieva Teodosieva, duly sworn translator, certify herewith that my translation of the attached document Minutes, from Bulgarian to English language is true and accurate. This translation consists of fifteen pages. Sworn translator: Desislava Georgieva Teodosieva 15

16 Translation from Bulgarian TO THE DEPUTY CHAIRMAN OF THE FINANCIAL SUPERVISION COMMISSION IN CHARGE OF INVESTMENT SUPERVISION DIVISION from EUROHOLD BULGARIA PLC, registered in the Business Register at the Registry Agency, EIK: having its seat and registered address in the city of Sofia, 43 Christopher Columbus Blvd. Subject: list of persons voting by proxy under article 116, paragraph 11 of the Law on Public Offering of Securities (LPOS) Dear Deputy Chairman, On the grounds of article 116, paragraph 11 of the Law on Public Offering of Securities, we would like to inform you that the following votes were given by shareholders proxies voting at the General Meeting of s of EUROHOLD BULGARIA PLC : - The shareholder Insurance Company Euroins PLC, registered in the Business Register at the Registry Agency, EIK ХХХХХХХХХ, voted through its proxy Nadezhda Plamenova Shemshirova, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4930 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder EUROINS ROMANIA ASIGURARE REASIGURARE S.A., registered in the Business Register of Bucharest under corporate file J23/ 2823/ 2011, EIK ХХХХХХХХХ, voted through its proxy Nadezhda Plamenova Shemshirova, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4931 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder UNIVERSAL PENSION FUND BUDESHTE, registered in the Register at Sofia City Court under corporate file 11576/ 2003, BULSTAT: ХХХХХХХХХ, voted through its proxy Nadezhda Plamenova Shemshirova, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4935 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder UNIVERSAL PENSION FUND BUDESHTE, registered in the Register at Sofia City Court under corporate file 11576/ 2003, BULSTAT: ХХХХХХХХХ, voted through its proxy Iva Ventsislavova Naumova, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4936 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder VOLUNTARY PENSION FUND BUDESHTE, registered in the Register at Sofia City Court under corporate file 12568/ 2003, BULSTAT: ХХХХХХХХХ, voted through its proxy Iva Ventsislavova Naumova, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration

17 number 4938 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder PROFESSIONAL PENSION FUND BUDESHTE, registered in the Register at Sofia City Court under corporate file 12563/ 2003, BULSTAT: ХХХХХХХХХ, voted through its proxy Iva Ventsislavova Naumova, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4937 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder STARCOM HOLDING JSC, registered in the Business Register at the Registry Agency, EIK ХХХХХХХХХ, voted through its proxy Velislav Milkov Hristov, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4932 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder UNIVERSAL PENSION FUND BUDESHTE, registered in the Register at Sofia City Court under corporate file 11576/ 2003, BULSTAT: ХХХХХХХХХ, voted through its proxy Velislav Milkov Hristov, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4934 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder EURO-FINANCE JSC, registered in the Business Register at the Registry Agency, EIK , voted through its proxy Velislav Milkov Hristov, PIN ХХХХХХХХХ, by virtue of notarized power of attorney with registration number 4929 of certified by Valentina Georgieva, notary public 340 in the register of the Notary Chamber; - The shareholder LEO OVERSEAS LTD, a company incorporated under the laws of the Republic of Cyprus, registered in the Company Register under НЕ , voted through its proxy Bozhidara Yordanova Borisova-Parusheva, holder of ID card No ХХХХХХХХХ/ , by virtue of notarized power of attorney, with apostille NYC of ; - The shareholder SWEDBANK AS, a company incorporated under the laws of the Republic of Estonia, registered in the Company Register under , voted through its proxy Bozhidara Yordanova Borisova-Parusheva, holder of ID card No ХХХХХХХХХ / , by virtue of notarized power of attorney, with apostille of city of Sofia Respectfully submitted: Assen Minchev Minchve Chief Executive Officer The undersigned, Desislava Georgieva Teodosieva, duly sworn translator, certify herewith that my translation of the attached document Letter, from Bulgarian to English language is true and accurate. This translation consists of two pages. Sworn translator: Desislava Georgieva Teodosieva