A shareholder is any person entered in the shareholders list at the Central Depository AD at a certain moment in view of a specific right and the provisions of the Public Offering of Securities Act and the Commercial Act. Each shareholder may exercise his rights in accordance with the procedure provided for in the law and the Articles of Association of the company.
Each share shall give its holder one vote in the General Meeting of the Shareholders of the Company.
The voting right shall be exercised by the persons listed in the registers of the Central Depository AD as entitled to a voting right 14 days prior to the date of the general meeting. Central Depository AD shall provide to the Company a list of the persons as at the above-specified date and of the foreign persons under Article 136 (1) of POSA, holding on their behalf the securities of other persons.
The voting right may be exercised personally (accordingly, through the legal representatives of the shareholder) or through a proxy. A shareholder shall be entitled to authorize any natural person or legal entity to participate and vote in the general meeting on their behalf, including a member of the Company’s board of directors, if the shareholder has explicitly indicated the manner of voting on each of the agenda items of the relevant general meeting. The authorization must be made in writing, including by electronic means in the form of an electronic document, digitally signed, made for the specific general meeting, explicitly and containing the requisites listed in Article 116 (1) POSA. The conditions and procedure for voting via proxy, including the manner of receiving of powers of attorney via electronic means and notifications for withdrawal of such, shall be laid down in rules of the board of directors and published on the Company website (www.allterco.com) for each specific meeting. The Company must provide a template for the written power of attorney on paper and electronically, if applicable, with the materials for the General Meeting of Shareholders or upon request after it is convened.
Under the Articles of Association of the Company, the board of directors may allow absentee voting prior to the date of the general meeting by mail and also exercising of the voting right via electronic means, according to rules established by it, whereas this possibility must be indicated in the invitation for convening of the specific general meeting.
In certain cases provided for by the law, the exercise of the voting right may be restricted.
In case of capital increase of the Company, the shareholders shall be entitled to acquire part of the new shares, corresponding to their capital share prior to the increase, whereas one right shall be issued against each existing share and the proportion between issued rights and new shares shall be determined in the respective resolution on capital increase. The requirement for capital increase with issue of rights shall not apply in certain cases determined by the law.
Right to share of the profits
The Articles of Association of the Company do not provide for the right to a share of the profits, other than the dividend right described here below.
Right to a liquidation quota
Each share gives its holder the right to a liquidation quota commensurate with its par value. This is a conditional right – it arises and may be exercised only if (and to the extent that) in case of Company dissolution, after satisfaction of the claims of all creditors, there are residual assets for distribution among the shareholders and it is up to the size of these assets. The right belongs to the shareholders registered as such upon termination of the Company and it shall be extinguished upon expiration of the general 5-year limitation period.
Right to dividends
Each share gives its holder the right to a dividend commensurate with its par value.
The dividend shall be distributed by a resolution of the General Meeting of Shareholders, whereas the Articles of Association of the Company provide for the possibility to distribute annual and six-month dividends. The offered shares, as ordinary shares, do not give a right to a guaranteed dividend, respectively, the Company is not obliged to make dividend payments, there is no defined periodicity of dividend payment and respectively, the obligations for due, but undistributed, dividends shall not accumulate. Whether a dividend shall be distributed or not, as well as the specific amount of the distributed dividend, depends on the results of the Company (there must be available funds, which may be distributed to the shareholders, namely the net value of Company assets, reduced by the dividends subject to payment, shall be at least equal to the registered capital of the Company, reserve fund and other funds, which the Company must establish, if such, whereas for payment of an interim dividend, there is also a profit requirement for the respective six-month period) and on the assessment of the General Meeting of Shareholders, which must resolve on distribution of the dividend.
The resolution to distribute dividend may be taken by the regular annual general meeting of shareholders, which has adopted the audited annual financial statement (for payment of annual dividend), or the extraordinary general meeting of shareholders, which has adopted the six-month report, in compliance with the requirements of the Commerce Act, while for distribution of an interim dividend – also the special requirements of Article 115c (2) of POSA apply. Persons recorded in the registers of Central Depository AD as having a dividend right shall be entitled to receive a dividend on the 14th day after the date of the General Meeting that adopted the annual, accordingly the six-month, financial statement and passed a resolution to distribute the profit.
The Company must ensure payment to the shareholders of the dividend voted at the General Meeting of Shareholders within a period of 60 days after it was held. Persons entitled to a dividend may exercise this right before the expiration of the general 5-year statute of limitations thereafter the right shall be extinguished and non-received dividends shall be retained by the Company.
Costs related to payment of the dividends shall be covered by the Company.
The Company’s Articles of Association does not provide for restrictions related to payment of a dividend. No special provisions have been provided with respect to foreign persons entitled to a dividend.
In addition to the voting right, as defined above in item 4.5 hereof, each shareholder shall be entitled to participate in the governance of the Company, including to elect and to be elected in its management bodies.
The control rights of the shareholder include the shareholder’s right to information. The right of information expresses the ability of shareholders to review all written material related to the agenda of the convened general meeting, to receive these materials upon request free of charge, and to receive the minutes and annexes to them from past general meetings. The right of information also includes the right of the shareholder to receive comprehensive answers from the members of the board of directors of the Company on questions raised during the General Meeting of Shareholders. At any time, shareholders have the right to request and receive information on the financial and economic state of the Company from the Investor Relations Director.
Each shareholder may bring an action against the Company before the district court at its seat to revoke a resolution of the general meeting, when it contravenes mandatory provisions of the law or of the Articles of Association, to protect their membership right and individual membership rights, when these have been violated by bodies of the Company, as well to request appointment of registered auditors by the Registry Agency, if such have not been elected by the general meeting of shareholders by the end of the calendar year.
Shareholders holding at least 5% of the Company capital are entitled to further rights such as: to bring an action before the district court at the Company seat for compensation for damages caused to the company from actions or omissions by the members of the management and control bodies; to make requests to the district court to convene a general meeting or to authorize their representative to convene a general meeting with an agenda determined by them; To request the inclusion of items and to put forward resolutions on items already included in the agenda for the general meeting under Article 223a of the Commerce Act (does not apply to inclusion of items or putting forward resolutions on matters within the scope of Article 114 (1) of POSA); to bring Company actions against third parties before court, in case of failure of the Company management bodies to act, which endangers its interest; make a request to the board of directors to convene the General Meeting of Shareholders.
The shareholders may exercise their rights in accordance with the rules prescribed by the provisions of the Bulgarian Commercial Act and the Public Offering of Securities Act.