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Decisions and Minutes from the IHB AGM on 29 June 2017

26 Jun 2017 | 10:51

DECISIONS
of the ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA AD
29 June 2017, Sofia City, 16-20 Alabin Street, at the building of the Bulgarian Industrial Association

1. Acceptance of the Activity Report of the Company for 2016 and the Consolidated Activity Report of the Company for 2016
Decision: The General Meeting of the Shareholders accepts the Activity Report of the Company for 2016 and the Consolidated Activity Report of the Company for 2016.

2. Acceptance of the Report of the Registered Auditor for the audit made of the Annual Financial Statements of the Company for 2016 and the Report of the Registered Auditor for the audit made of the Consolidated Annual Financial Statements of the Company for 2016.
Decision: The General Meeting of the Shareholders accepts the Report of the Registered Auditor on the audit made of the Annual Financial Statements for 2016 and the Report on the audit made of the Consolidated Annual Financial Statements of the Company for 2016.

3. Acceptance of the Annual Financial Statements of the Company for 2016 and the Consolidated Financial Statements of the Company for 2016.
Decision: The General Meeting of the Shareholders accepts the Annual Financial Statements of the Company for 2016 and the Consolidated Financial Statements of the Company for 2016.

4. Adopting of a decision for allocation of the earnings of the Company for 2016.
Decision: The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2016 amounting to BGN 2 754 530,54 (two millions seven hundred fifty four thousand five hundred and thirty leva and fifty four stotinki) to remain as retained earnings of the Company.

5. Report on the Activity of the Investor Relations Director for 2016.

6. Report on implementation of remuneration policy for members of the Supervisory and Managing boards of "Industrial holding Bulgaria" AD for 2016.

7. Report on the Activity of the Audit Committee of the Company for 2016.

8. Adoption of a Statute (Rules) for the activity of the Audit Committee.
Decision: The General Meeting of the Shareholders adopts a Statute (Rules) for the activity of the Audit Committee.

9. Release from liability of the members of the Manager Board and the Supervisory Board for their activities in 2016.
Decision: The General Meeting of the Shareholders releases from liability for their activities in 2016:

As members of the Supervisory Board

  • Snejana Ilieva Hristova
  • Konstantin Kuzmov Zografov
  • DZH AD, represented by Elena Petkova Kircheva

As members of the Management Board:

  • Daneta Angelova Zheleva
  • Emilian Emilov Abadjiev
  • Borislav Emilov Gavrilov
  • Boyko Nikolov Noev

10. Adopting of a decision for renewal of the mandate of a member of the Supervisory Board of the Company.
Decision: The General Meeting of the shareholders elects for a new 5-year mandate as a member of the Supervisory Board Mr. Konstantin Kuzmov Zografov.

11. Determining of the remuneration of the members of the Supervisory Board and the Management Board of the Company for 2017.
Decision: The General Meeting of the Shareholders determines the monthly remuneration of the members of the Supervisory Board and the Management Board of the Company for 2017 amounted to 1000 leva.

12. Selection of a registered auditor of the Company for 2017.
Decision: The General Meeting of the Shareholders selects the recommended by the Audit Committee registered auditor of the Company for 2017 – Ernst & Young Audit OOD.

13. Adopting of a decision for share buyback of ‘Industrial Holding Bulgaria’ AD
Decision: On the grounds of Article 187b of the Commercial Act and Article 111, para 5 of the Public Offering of Securities Act, the General Meeting of the shareholders adopts a decision on share buyback of ‘Industrial Holding Bulgaria’ AD under the following terms:
a/ Maximum number of shares to be bought back – up to 3% for each calendar year as from the buyback period under l. 
b/ from the total number of shares issued by ‘Industrial Holding Bulgaria’ AD but not more than 10% in total for the whole buyback period and not more than 10% in total of the total capital of the Company
b/ Buyback period – up to 5 (five) calendar years from the expiration of the term of share buyback of ‘Industrial Holding Bulgaria’ AD pursuant to a previous decision of the General Meeting of Shareholders held on 17 December 2012 and supplemented on 21.06.2016, namely from 17 December 2017
c/ Minimum buyback price - BGN 0.70 per share
d Maximum buyback price - BGN 1.20 per share
e/ Authorises the Managing board of IHB AD to determine the remaining parameters of the share buyback and to take all necessary actions to fulfil the decision of the General Meeting of the shareholders

Minutes from the AGM (in Bulgarian)

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