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Shareholders rights

The Management of IHB aims at continuous compliance of the organisational and internal documents of the Company with the requirements of the regulatory framework and good corporate practices in respect of protection and observance of the shareholders' rights, namely:

  • secure ownership registration methods;
  • assignment or transfer of shares;
  • regular and timely receipt of information related to the Company;
  • participation and vote in the General Assembly of the shareholders;
  • participation in the election of management bodies;
  • participation in the distribution of the Company's profit.

 

Each share of the capital of IHB gives its holder property rights and non-property rights:

  • The property rights of the shareholder are the right to dividend and the right to a liquidation share;
  • The non-property rights of the shareholder may be divided into three groups: Management, controlling and protection rights.

The management rights of the shareholder are the right to vote, the right to manage and the right to elect and be elected in the management bodies of the Issuer.

The controlling rights of the shareholder are the right of information (Article 224 of the Commerce Act). The protection rights of the shareholder are: The right to appeal of the decisions of the bodies of the Company, the right to request the appointment of a certified accountant and minority rights.

Each share also gives its holder additional rights which derive from the main rights and are directly or indirectly related to them.

 

Property rights of the shareholder

Right to dividend – the right to dividend is a main property right of the shareholder, which is expressed in his right to receive a part of the net profit of the Company, proportionate to his participation in the capital of the Company, provided that the prerequisites laid out in law exist – audited financial statements approved by the General Assembly of the Shareholders and an explicit decision of the General Assembly for distribution of the profit. The right to receive dividends belongs to persons recorded as shareholders in the registers with the Central Depositary on the 14th day after the date of the General Assembly at which the annual financial statements have been approved and a resolution on profit distribution has been adopted. The Central Depositary provides the Company with a list of the shareholders as at the aforementioned date. The presence of a person on such a list is a sufficient condition for that person to receive a dividend after he presents a valid proof of his identity. The Company is obliged to ensure the payment of the dividend voted at the General Assembly within 3 months after it is held, with the costs for the payment born by the Company. Persons entitled to receive dividends may exercise this right till end of the general 5-year period of limitation, after which the right lapses and non-received dividends are retained by the Company and are placed in the Reserves Fund. The right to dividend is limited in the following ways:

  • Dividends may be paid only provided that, according to the audited and approved financial statements the net worth of assets less dividends and interest payable is at an amount not lower than the company’s capital, the Reserve Fund and other funds, which the company is obliged to maintain by law or statute.
  • No dividend may be distributed to an amount exceeding the sum of the profit for the relevant year, prior years, retained earnings from past years, the portion of Reserve Fund and other funds of the company exceeding the minimum as provided for by law or statute, reduced by prior years uncovered losses and allocations to the Reserve Funds and the other funds of the Company.
  • no advance payment of divided prior to the approval of the annual financial statements is allowed;
  • At least 1/10 part of the profit of the joint-stock company have to be reserved until the amount of the Reserve Fund reaches at least 1/10 of the capital of the Company;
  • The right of dividend lapses after a period of 5 years.

 

Right to a liquidation share - the right to a liquidation share is a main property right of the shareholder manifested in the right of the same to receive a share of the residual property proportionate to its participation in the capital of the Company upon termination of the Company through liquidation. The exercise of the right to a liquidation share implies that the Company has been terminated. This right is contingent. It arises and may be exercised only in the event that (and insofar as) upon liquidation of the Company and following satisfaction of the claims of all creditors, there are assets left to be distributed among shareholders and up to the amount of such assets.

Only persons who are shareholders of the Company as of the time of its termination are entitled to a liquidation share.

 

Non-property rights of the shareholder

Management rights

Voting right – the voting right is a non-property right of the shareholders through which they participate in the management of the Company by taking part in the decision-making process on issues within the competence of the General Assembly of the Shareholders of the Company.

The Company cannot issue shares with the right of more than one vote. If the holders of the share or shares are more than one, they exercise their voting right jointly, by determining a proxy.

In order for the voting right of a shareholder of the Company to arise, he must have paid the issue value of the share/s in full and the Company, respectively its capital increase must be entered into the Trade Register. The voting right is exercised by persons who have acquired shares and are entered as shareholders in the shareholders’ book kept by Central Depository at least 14 days prior to the date of the General Assembly. The presences of the person in the shareholders’ book and his due identification are sufficient conditions for him to be able to exercise his voting right. Shareholders with the right to vote participate in the General Assembly personally or by a proxy authorized pursuant to an explicit notary-certified power of attorney under Art. 116, paragraph 1 of LPOS.

The right of the shareholder to participate in the management of the Company, including his right to elect and be elected in the management bodies of the Issuer.

 

Controlling rights

The controlling rights of the shareholder include are the right of the shareholder to information. The right of information expresses the possibility of the shareholders to examine all written materials related to the agenda of the convened general assembly, to receive these materials upon request free of change, as well as to receive the protocols and appendices to them from past general assemblies, which the Company is obliged to keep. The right of information also includes the right of the shareholder to receive exhaustive replies by the members of the Management Body of the Company to questions raised during the General Assembly of the Shareholders. The shareholders are entitled at all times to request and receive information about the financial and economic state of the Company from the Investor Relations Director.

 

Protection rights

The right of appeal of the decisions of the bodies of the Company.

  • each shareholder may decide to file a claim against the Company with the regional court where its seat is located for revocation of a decision of the General Assembly when it violates the imperative provisions of the legislation or the statute (Article 74 of the Commerce Act).
  •  Each shareholder may file a claim with the district court where the seat of the Company is located in order to protect his right to membership and the individual membership rights, when they are violated by bodies of the Company (Article 71 of the Commerce Act).

The right to require appointment of registered auditors by the court, if such have not been appointed by the General Assembly of the Shareholders - Article 249 of the Commerce Act). Minority rights (rights of the shareholders holding at least 5% of the capital of the Company):

  • to convene a General Assembly of the Shareholders;
  • to require the appointment of a controller;
  • to add new items to the agenda of an already convened General Meeting of Shareholders, pursuant to the provisions of Article 223a of the Commerce Act.

 

Additional rights of the shareholder

The right to subscribe a part of the new shares in case of an increase of the capital of the Company in proportion to the shares held before the increase. Pursuant to the provision of Article 112, paragraph 1 of LPOS in case of an increase of the capital of the Company the present shareholders shall have the right to acquire a part of the new shares corresponding to their share in the capital before the increase. This right may not be revoked or restricted on the basis of a provision of a statute, decision of a general assembly or a management body of the Company.

The right of a priority acquisition of securities with the right of acquisition of shares of the same class as the shares of the present issue, through their conversion or the exercise of the rights to them.