Decisions and Minutes from the IHB GMS held on 18 November 2021 with a decreasing quorum

DECISIONS
of the extraordinary General meeting of shareholders of Industrial holding Bulgaria PLC
18 November 2021, Sofia City, at 106 Vitosha blv, Sofia, Rosslyn Central Park Hotel

 

1. Adoption of a decision for reduction of the capital of a Company on the grounds of art. 200, item 2 of the Commercial Law, in connection with Art. 13 of the Articles of Association of the Company and in compliance with the restriction of Art. 111, para. 2 of the Public Offering of Securities Act, from BGN 107 400 643 (one hundred and seven million four hundred thousand six hundred forty-three) to BGN 96 808 417 (ninety-six million eight hundred and eight thousand four hundred and seventeen), by cancelation of 10 592 226 (ten million five hundred ninety-two thousand two hundred and twenty-six) bought back ordinary, registered, dematerialized treasury shares, issued by Industrial Holding Bulgaria PLC, with a nominal value of BGN 1 (one) each.

Decision: The General Meeting of the shareholders adopts a decision of the capital of a Company to be reduced on the grounds of art. 200, item 2 of the Commercial Law, in connection with Art. 13 of the Articles of Association of the Company and in compliance with the restriction of Art. 111, para. 2 of the Public Offering of Securities Act, from BGN 107 400 643 (one hundred and seven million four hundred thousand six hundred forty-three) to BGN 96 808 417 (ninety-six million eight hundred and eight thousand four hundred and seventeen), by cancelation of 10 592 226 (ten million five hundred ninety-two thousand two hundred and twenty-six) bought back ordinary, registered, dematerialized treasury shares, issued by Industrial Holding Bulgaria PLC, with a nominal value of BGN 1 (one) each. The purpose of the capital reduction is to optimize the capital structure of the Company in connection with the treasury shares the company owns.

 

2. Amendments to the Articles of Association of the Company, in connection with the decision taken under item 1 of the agenda for reduction of the capital of Industrial Holding Bulgaria PLC.

Decision: The General Meeting of Shareholders, in connection with the decision taken under item 1 of the agenda for reduction of the capital of Industrial Holding Bulgaria PLC approves the following changes in the Articles of Association of the Company:

1. Article 6 shall be read as follows:

The registered capital of the Company shall amount to BGN 96 808 417 /ninety-six million eight hundred and eight thousand four hundred and seventeen Bulgarian leva/.

2. Article 7 shall be read as follows:

The Company’s registered capital shall be divided into 96 808 417 /ninety-six million eight hundred and eight thousand four hundred and seventeen/ dematerialized registered voting shares, each having nominal value of BGN 1 /one Bulgarian lev/.

3. In Paragraph 2 of the Final Provisions after the phrase “and with a decision of the Management Board held on 27.03.2018 and on the grounds of Article 12а of the Statute, in relation with Article 196 of the Law on Commerce in connection with the conversion of bonds issued by the Company in shares” 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 04.11.2021.” shall be supplemented.

 

3. Miscellaneous.

No decisions adopted

 

4. Termination of the procedure for share buyback of own shares of Industrial Holding Bulgaria PLC, started according to a decision taken by the General Meeting of Shareholders of Industrial Holding Bulgaria PLC AD, held on 29.06.2017 under item 13 of the agenda, as of the date of the present decision.

Decision: The General Meeting of Shareholders terminates the procedure for for share buyback of own shares of Industrial Holding Bulgaria PLC, started according to a decision taken by the General Meeting of Shareholders of Industrial Holding Bulgaria PLC AD, held on 29.06.2017 under item 13 of the agenda, as of the date of the present decision.

 

5. Adoption of a decision for launching a new procedure for share buyback of own shares of Industrial Holding Bulgaria PLC.

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 for launching a new procedure for share buyback of own shares of Industrial Holding Bulgaria PLC 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 PLC 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) years from the decision for share buyback of own shares of Industrial Holding Bulgaria PLC;

c/ Minimum buyback price - BGN 1.00 per share;

d Maximum buyback price - BGN 3.00 per share;

e/ Authorises the Managing board of Industrial Holding Bulgaria PLC 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.