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IHB convenes EGM on 04 December 2014

28 Oct 2014 | 10:51

INVITATION
TO THE SHAREHOLDERS OF INDUSTRIAL HOLDING BULGARIA PLC

The Supervisory Board of INDUSTRIAL HOLDING BULGARIA Plc. /hereinafter referred to as the Company/, with seat and management address 42 Damyan Gruev Str., Sofia, with UIC 121631219, with its decision from 20.10.2014 convenes by an invitation published in the Commercial register, an extraordinary General Meeting of the Shareholders of the Company on 04.12.2014 from 10.00 a.m. to be held at 16-20 Alabin Str., Sofia, in the building of the Bulgarian Chamber of Commerce, the conference hall on the first floor, under the following Agenda and the following draft decisions:

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 as follows:
Draft 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.
Draft 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.

3. Miscellaneous.

All shareholders or persons authorized by them are invited to take part in the General Meeting.

Right to participate and vote at the General Meeting is granted only to persons entered in the registers of Central Depository AD as shareholders 14 days prior to the date of the General Meeting, i.e. prior to 20.11.2014.
As of the date of the decision of convention of the General Meeting of the shareholders - 20.10.2014 – the total number of voting shares in the capital of the Company is 67 005 277 from 67,978,543.
The present invitation together with the written materials related to the agenda of the General Meeting of Shareholders shall be published on the internet site of the Company – www.bulgariaholding.com  - for the period from the entry of the invitation into the Trade Register to the closing of the General Meeting of Shareholders.

The written materials under 224 of the Commerce Act /CA/ are at the disposal of the shareholders also at address: Sofia City, 37A Fridtjof Nansen Blvd. fl. 7, every working day from 3 p. m. to 5 p. m. as of the entry of the invitation into the Trade Register. The materials shall be provided to the shareholders upon presentation of an identity document, and to the proxies of the shareholders – upon presentation of an explicit proxy in writing, the original of which shall be kept with the archives of the Company.
Persons holding together or separately at least 5 percent of the capital of the Company may request the inclusion of items and propose decisions on already included items in the agenda of the General Meeting following the procedure of Article 223а of CA, for which purpose no later than 15 days prior to the opening of the General Meeting they are to submit for announcement in the Trade Register the items to be included in the agenda and the proposed decisions. The shareholders submit to the Financial Supervision Commission and to the Company no later than the following working day after the announcement of the items in the Trade Register the materials under Article 223а, Paragraph 4 of CA.
The shareholders have the right to raise issues during the General Meeting.
The shareholders have the right to authorize any natural person or legal person to participate and vote at the General Meeting on their behalf, pursuant to the following rules, also announced at the web site of the Company www.bulgariaholding.com:

1. A proxy of a shareholder may also be a member of the Management or Supervisory Board of the Company if the principal has explicitly indicated the manner of voting under each of the items of the agenda.
2. The proxy has the same rights to speak and raise issues at the General Meeting as the respective represented shareholder.
3. The proxy is obliged to exercise the voting right in compliance with the instructions (directions) of the principal, contained in the power of attorney.
In case that the proxy deviates from the instructions provided in the respective power of attorney, the votes under these shares for the respective vote are considered void.
4. The proxy may represent more than one shareholder at the General Meeting of the Company.
In this case the proxy may vote differently under the shares held by the separate shareholders represented by the proxy.
5. The power of attorney for representation of a shareholder at the General Meeting of the Shareholders has to be executed in writing, with the signature of the principal certified by a notary public, and needs to refer to the specific General Meeting, to be explicit and to indicate:
a/ the full data of the shareholder – principal and of the proxy;
b/ the number of shares referred to by the power of attorney;
c/ the agenda for the items raised for discussion;
d/ the proposals for decisions for each of the items of the agenda;
e/ the manner of voting under each of the items, or if such is not supplied, an explicit clause that the proxy has the right to discretion whether to vote and in what manner;
f/ date, place and signature.
6. The notification for authorization may also be submitted electronically.

In this case the Company has to be informed at the following e-mail: ir@bulgariaholding.com through a notice signed with a universal electronic signature (in the sense of the Law on Electronic Documents and Electronic Signatures /LEDES/) of the shareholder – principal (for natural persons) or the lawful representative of the shareholder – principal (legal persons).The principal encloses with the electronic notice for authorization scanned originals of: the power of attorney certified by a notary public drafted following the template approved by the Company, a current registration certificate issued no sooner than 3 months prior to the date of the General Meeting, and in case that the same are in a foreign language, they are presented together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers), and all electronic images of the documents have to be signed with the universal electronic signature of the shareholder – principal (for natural persons) or of the lawful representative of the shareholder – principal (for legal persons).

7. A template of the power of attorney for representation of a shareholder in the General Meeting is provided to the shareholders together with the materials regarding the General Meeting of the Shareholders.
8. All powers of attorney together with the enclosed documents have to be received at the following address: Sofia City, 37A Fridtjof Nansen Blvd. fl. 7 or at the following electronic address: ir@bulgariaholding.com within 2 working days prior to the date of the General Meeting - 02.12.2014 and 03.12.2014, but no later than 4 pm on 03.12.2014
9. When the power of attorney has been issued in a foreign language it is submitted to the Company together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers).
10. The withdrawal of a representation, for which the Company has to be duly notified, has to be made following the procedure envisaged by law.
11. The re-authorization with rights under the power of attorney, as well as a power of attorney issued in violation of the above rules is null and void.
12. Voting by correspondence or with electronic means is not permitted.

The registration of shareholders starts at 9 am on 04.12.2014 at the place where the General Meeting of the Shareholders is to be held.
To register and participate in the General Meeting the shareholders which are natural persons must present an identity document. The representatives, when lawful representatives of shareholders – legal persons have to present an identity document and a copy of the current registration certificate certified by a power of attorney issued no sooner than 3 months prior to the date of the General Meeting, and in case the same are in a foreign language, they are presented, together with a certified translation in the Bulgarian language pursuant to the existing Bulgarian legislation (Regulation on legalizations, certifications and translations of documents and other papers).

In case of lack of quorum pursuant to Article 227, Paragraph 3 of CA the General Meeting will be held on 18.12.2014 at 10 am at the same place and following the same agenda and it is legally independent of the capital represented therein. Pursuant to Article 115b, Paragraph 1 of Public Offering of Securities Act only persons entered as shareholders as of 04.12.2014 have the right to take part and vote at this new session of the General Meeting. No items under Article 223a of Commerce Act may be included in the agenda of the new session.

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