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Conditions for subscription

Conditions and procedure for subscription of the shares, including conditions for completion of forms and submission of documents by investors; conditions, procedure and time limit for withdrawal of an application (order) for subscription of shares

 

Pursuant to §1, s. 10 of the Additional Provisions of LPOS, a subscription of shares is an unconditional and irrevocable expression of will to acquire shares in a process of issuing thereof and to pay for their full issue price.

 

Conditions and procedure for subscription of shares

 

Persons holding shares with rights, i.e. the shareholders of the Company as recorded in the registers with the Central Depository as at 12 September 2007 (the 14th day after the date of the General Meeting at which the resolution on capital increase has been adopted) receive their rights in accounts opened by the Central Depository on 13 September 2007 on the basis of the book of shareholders. The registration of rights by accounts is carried out correspondingly, by own (personal) accounts of holders in the general register, or by their client accounts with the relevant investment intermediary, dependent on where the shares are as at the time of registration of the issue rights.

 

The Central Depository does not issue depository receipts for rights registered by shareholders' own accounts. According to the Regulations of CD (Enclosure 20) and the agreement reached between IHB and the investment intermediary, Commercial Bank Allianz Bulgaria AD, shareholders that have received rights in own accounts may obtain a documentary evidence of the rights held thereby at any one of the branches of CB Allianz Bulgaria AD, as specified below:

 

79, Pr. Maria Luiza Blvd., the city of Sofia

 

8, St. St. Kiril i Metodiy Blvd., the town of Balgoevgrad

 

20, Geo Milev Str., the town of Bourgas

 

10, Preslav Str., the town of Varna

 

2, Marno pole Str., the town of Veliko Tarnovo

 

8, Bdin Str., the town of Vidin

 

20, G. S. Rakovski Str., the town of Vratsa

 

19, Vasil Aprilov Str., the town of Gabrovo

 

4A, Kazenbarktsika Str., the town of Dimitrovgrad

 

10, Bulgaria Str, the town of Dobrich

 

3, Hristo Botev Str., the town of Dupnitsa

 

16, Tsanko Tserkovski Str., the town of Pleven

 

10, Gladston Str., the town of Plovdiv

 

33, Aleksandrovska Str., the town of Ruse

 

5, Mara Belcheva Str., the town of Sevlievo

 

3, Dobrudzha Str., the town of Silistra

 

121, Gen. Stoletov Str., the town of Stara Zagora

 

3, Vasil Levski Str., the town of Troyan

 

18, Hristo Botev Str., the town of Shumen

 

1A, Rakovski Str., the town of Yambol

 

Persons that have received rights by personal accounts order the transfer of such rights into their own subaccounts with Allianz Bulgaria AD or with another investment intermediary chosen thereby.

 

Persons holding shares with rights, as well as any other holders of rights acquired within the time limit for transfer thereof, may subscribe a relevant number of shares against such rights till expiration of the time limit for the rights transfer - refer to Closing date for sale of the rights on page 24 - and otherwise, their unexercised rights will be sold ex-officio at an open-bidding auction.

 

Persons that have acquired rights at the sale through the open-bidding auction may subscribe a relevant number of shares till the subscription closing date - refer to Closing date of the subscription on page 25. The Company provides for the option of distance subscription of shares through the Central Depository and its members.

 

Shares are subscribed through submission of a written order of standard form, which is in compliance with the provisions of Ordinance No. 1 of 15 September 2003 for the Requirements to the Activities of Investment Intermediaries.

Any persons holding shares with rights, as well as any other holders of rights acquired within the time limit for transfer thereof and/or at the open-bidding auction, submit orders for subscription of shares to the investment intermediary Commercial Bank Allianz Bulgaria AD, at any of the offices listed above, and/or to investment intermediaries that are members of the Central Depository and wherewith client accounts of the rights of such holders are kept, in compliance with the effective procedures as stipulated in the Regulations of the Central Depository.

Minimum contents of the written order for subscription of shares:

A) Individuals:

  • 1. name and unique client's number of the individual and of his/her proxy, and if such numbers are not assigned, the following data respectively: full name, Personal Identification Number /PIN/, place of residence, address;
  • 2. issuer, ISIN code of the issue and number of shares wherefore the order is made;
  • 3. date, time and place of order submission;
  • 4. total value of the order;
  • 5. signature of the individual submitting the order.

 

B) Legal entities:

  1. firm name and unique client's number of the entity and of its proxy, and if such numbers are not assigned, the following data respectively: firm name, BULSTAT identification code, registered seat and address of the client;
  2. the data as per s. 2-5 of letter "A" above.

 

C) Non-resident individual/legal entity - identification data corresponding to those as per letters "A" and "B" above, as well as the data as per s. 2-5 of A above;

Any written order shall be enclosed with: (a) an original or a notary certified copy of a certificate of good standing of the ordering legal entities; (b) translated and legalised court Registration Instruments of non-resident legal entities; (c) the original of a notary-certified express power of attorney, if the order is submitted through a proxy.

 

Submission of orders for subscription of shares

 

Legal entities submit orders through their legal representatives who prove their identity by means of an identity document, a copy whereof shall be enclosed with the order. In addition, copies of the BULSTAT registration, certified by the legal representative, shall be enclosed as well. Individuals submit orders personally, by proving their identity by means of an identity document, a copy whereof shall be enclosed with the order. An order may also be submitted through a proxy that proves his/her identity by means of a notary-certified express power of attorney and the documents listed above, dependent on the authoriser (a legal entity or an individual).

 

Upon submission of an order to an investment intermediary, wherewith the accounts of rights of a client are kept, such investment intermediary notifies First Financial Brokerage House OOD, Sofia, of the submitted order. The notification is made by telephone or another distance communication method, till 16.30 o'clock of each business day of the time limit of the subscription, where a document is drawn up for any notification made by the end of a business day, which document is certified by a person from the investment intermediary's internal control department.

 

Investment intermediaries register orders in special ledgers, by sequence of receipt thereof and in compliance with the provisions of Ordinance No. 1 of 15 September 2003 for the Requirements to the Activities of Investment Intermediaries.

 

Irrevocability of orders for subscription of shares

 

Pursuant to § 1, s.10 of the Additional Provisions of LPOS, an investor may not withdraw his/her/its order. An investor may renounce the shares subscribed according to the procedure and subject to the provisions of Art. 85, para 6 of LPOS.

 

Special condition for validity of a subscription

 

A subscription is deemed valid, only if it is made by a holder of rights, up to the maximum possible number of shares and if the total issue price of the shares subscribed has been paid within the time limit and subject to the conditions set out below. In case of a partial payment of the issue price, the number of shares deemed subscribed is a relevant number, whereof the issue price has been fully paid.