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Decisions and Minutes from the IHB AGM on 04 December 2014

05 Dec 2014 | 11:40

DECISION
Sof the EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA AD
04 December 2014, Sofia City, 16-20 Alabin Street, at the building of the Bulgarian Industrial Association

1. Approval of a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds.
Decision: The General meeting of the shareholders of Industrial Holding Bulgaria PLC adopts a decision for issuance of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds as follows:

1.1. Decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:

Total nominal and issue value of the debenture loan: Up to BGN 50,000,000 /fifty million/;
Nominal value per bond: BGN 100 /one hundred/.
Issue value per bond: BGN 100 /one hundred/.
Number of bonds: Up to 500,000;
Minimal amount at which the loan is deemed as concluded: the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 30,000,000 /thirty million/;
Term (maturity of the debenture loan: 3 /three/ years (36 months);
Interest rate: 5% per year;
Interest payment period: 6 months;
Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange.
Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN 2100006134, issued by Industrial Holding Bulgaria Plc, refinancing of investments in KRZ-Port Burgas AD and other projects of IHB and its subsidiaries

Amendment in the conditions in which bonds are subscribed for: Change in the conditions of the current bond issue are allowed only with the explicit decision of the General Meeting of bondholders holding bonds of the issue. Any unilateral decision by the issuer to change the terms on which are the bonds issued are subscribed for is considered void (Article 207, paragraph 1 of the Commercial Act). The General Meeting of shareholders authorises the Managing Board to determine the conditions for a change in the conditions of the loan, the competent authorities and quorum and majority required for adopting a decision to change the conditions under which the bonds are issued and the parameters to be changed in the Prospectus for Public Offering issue of convertible bonds.

Optional advance payment of part or whole of the loan on the initiative of the issuer: Bonds are issued with an option for early repayment of part or the whole principal on a specified date before maturity. Decision on early repayment is made by the Managing Board of the Company and approved by the Supervisory Board. The General Meeting of shareholders authorises the Managing Board of the Company to accept the terms and conditions for the exercise of the Issuer's option for an early repayment of part or the whole principal of the loan in the Prospectus for Public Offering of convertible bonds.

Procedure and conditions for issuance of the bonds:
Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand.
Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue.
Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point.
1.2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank.
1.3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds:

  • to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares;
  • to determine the commitments to be undertaken by Industrial Holding Bulgaria PLC to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan;
  • to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the Initial Public Offering of Securities Act.
  • to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD.

The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company.

2. Amendments to the Articles of Association of the Company.
Decision: The General Meeting of Shareholders approves the following changes in the Articles of Association of the Company:

  1. In Article 12a, Paragraph 1 the date “30.06.2011” shall be replaced with the date “04.12.2014”;
  2. In Paragraph 2 of the Final Provisions after the phrase “and with a decision of the General Meeting of the Company held in the city of Sofia on 30.06.2011” a comma shall be added and the phrase “and with a decision of the General Meeting of the Company held in the city of Sofia on 04.12.2014.” shall be supplemented.
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