The management of IHB strives for continuous maintenance of the structural and internal documents of the Company in accordance with the requirements of the regulations and good corporate practices regarding the protection and observance of the shareholders' rights, and namely:
- Secure methods of property registration.
- Transfer of shares.
- Regular and timely receipt of information related to the Company.
- Participation and vote in the General Shareholders' Meeting.
- Participation in the election of management bodies.
- Participation in the distribution of the Company's profit.
- Protection of their personal data.
Each share of IHB capital gives its holder the following property and non-property rights:
- The property rights of the shareholder are the right to dividend and the right to liquidation share.
- The non-property rights of the shareholder can be divided into three groups: management, control 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 Company.
The control rights of the shareholder are the right to information (Art. 224 of the Commercial Act).
The protection rights of the shareholder are: the right to appeal against the decisions of the bodies of the Company, the right to request the appointment of an expert accountant and the minority rights.
Property rights of the shareholder
Right to dividend - The right to dividend is a basic property right of the shareholder, which is expressed in their right to receive part of the net profit of the Company, proportional to their participation in its capital, in the cumulative presence of the statutory prerequisites - adopted by the GMS audited annual financial statements and a special decision of the General Meeting for the distribution of profit. The right to receive a dividend applies to persons entered in the registers of the Central Depository as shareholders of the Company on the 14th day after the date of the General Meeting, at which the annual financial statements and decision for distribution of the profit are adopted. The Company is obliged to ensure the payment of the dividend voted by the General Meeting within 3 months of its holding, as the costs of payment are at the expense of the Company. The persons entitled to a dividend may exercise this right until the expiration of the general 5-year limitation period, after which the right shall be extinguished and the unreceived dividends shall remain with the Company, in its Reserve Fund. The right to dividend is limited in the following areas:
- Dividends are paid only if, according to the audited and approved annual financial statements, the net asset value, minus the dividends and the payable interest, is not less than the amount of the capital of the Company, the Reserve Fund and the other funds that the Company is obliged to form by law or by its Articles of Association.
- No dividend may be distributed in an amount exceeding the profit limits for the respective year, the retained earnings from previous years, the part of the Reserve Fund and the other funds of the Company exceeding the minimum set by law or the Articles of Association, reduced by uncovered losses from previous years and the contributions for the Reserve Fund and the other funds of the Company.
- According to the Articles of Association of the Company, advance payment of dividend before acceptance of the annual financial statements is not allowed.
- At least 1/10 of the profit of the joint-stock company must be allocated until the funds in the Reserve Fund reach at least 1/10 of the capital of the Company.
- The right to dividend is extinguished with a total 5-year statute of limitation.
Right to liquidation share - The right to liquidation share is a basic property right of the shareholder, expressing the right of the same to receive a share, proportional to his participation in the capital of the Company, of the residual property of the Company upon dissolution of the Company through liquidation.
Only persons who are shareholders of the Company at the time of its termination have the right to liquidation share.
Non-property rights of the shareholder
Right to vote - The right to vote is a non-property right of the shareholders, through which they participate in the management of the Company - in decision-making on matters within the competence of the GMS of the Company.
The Company cannot issue shares with more than one vote. If the owners of the share or shares are more than one, they shall exercise the right to vote together by appointing a proxy. The right to vote is exercised by persons who have acquired shares and are entered as shareholders in the book of shareholders kept by the Central Depository no later than 14 days before the date of the General Meeting. The presence of the person in the book of shareholders and their proper identification are sufficient conditions for them to exercise their right to vote. The shareholders with the right to vote participate in the General Meeting of Shareholders personally or through a proxy, authorized by an explicit notary-certified power of attorney, according to Art. 116 Para. 1 of the Public Offering of Securities Act.
The right of the shareholder to participate in the management of the Company, including the right to elect and be elected to the management bodies of the Company.
Control rights – The shareholder's control rights include the shareholder's right to information. The right to information gives shareholders the right to review any written materials related to the agenda of the convened General Meeting, to receive these materials upon request, free of charge, as well as to receive the minutes and appendices from previous General Meetings, which the Company is obliged to keep. The right to information also includes the right of the shareholder to receive comprehensive answers from the members of the Management Board of the Company to questions asked during the GMS. At any time, the shareholders have the right to request and receive information about the financial and economic standing of the Company from the Investor Relations Director.
The right to appeal the decisions of the bodies of the Company.
- Each shareholder may file a claim against the Company with their regional district court for annulment of the decision of the General Meeting, when it contradicts the mandatory provisions of the law or the Articles of Association (Art. 74 of the Commercial Act).
- Each shareholder may file a claim before the district court at the registered office of the Company in order to protect their right to membership and individual member's rights when they are violated by bodies of the Company (Art. 71 of the Commercial Act).
The right to request the appointment of registered auditors by the court, if such have not been elected by the GMS - Art. 249 of the Commercial Act. Minority rights (rights of shareholders holding at least 5 percent of the Company's capital):
- To convene a General Meeting of Shareholders.
- To request the appointment of a controller.
- To include additional items in the agenda of the convened General Meeting, according to the order provided in Art. 223a of the Commercial Act.
Additional rights of the shareholder
Right to subscribe for part of the new shares upon increase of the capital of the Company, proportional to the shares held before the increase. According to the provision of Art. 112 Para. 1 of the Public Offering of Securities Act, in the case of an increase of the capital of the Company, the current shareholders have the right to acquire 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 the Articles of Association, a decision of the General Meeting or of a management body of the Company.
Pre-emptive right of securities which give the right to acquire shares of the same class as the shares of the current issue by converting them or exercising the rights under them.