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Aditional Information

  • Shares of “Chimimport” Plc

As of today the capital of “Chimimport” Plc amounts to BGN 149 999 984 (one hundred and forty-nine million nine hundred ninety-nine thousand nine hundred eighty-four BGN), divided into 149 999 984 shares with nominal value of BGN 1 each. This capital is reached as a result of its final increasing from BGN 130 000 000 by issuing 19 999 984 new ordinary, dematerialized shares with voting right, value of issue BGN 11 and nominal value of BGN 1 each. (The capital increase was done on the basis of decision taken by the Board of managers of the Company, held on June. 29th, 2007 and confirmed also by the Supervisory counsil, on the same date, through initial public offering of the emission of shares to the public).
All shares of the company are from the same class, and every share has
the right to vote in the General meeting of shareholders, a vote to receive a dividend and obtain a liquidation according to the nominal value of the share.
The order for exercising the rights on the shares of “Chimimport” Plc is set by the regulations of the Commercial Act and the Public Offering of Securities Act.
All shares of the company are freely transferable without limitations, by observing the regulations of the Bulgarian legislation in force.

  • Trade with shares of “Chimimport” Plc

Concluding of deals with shares of “Chimimport” Plc, as well as with shares of every public listed company, is strictly regulated in details by the provisions of the Public Offering of Securities Act, and the respective by-laws, the Rules of the “Bulgarian Stock Exchange – Sofia” JCS and the Central Depository JSC.
The secondary trade with shares of “Chimimport” Plc can only take place at the “Bulgarian Stock Exchange – Sofia”
JSC through a respective licensed investment intermediary. In order to buy or sell shares at the stock exchange the investors need to pass a “buy” or “sell” order to the investment intermediary, clients of which they are. After concluding the exchange deal the investment intermediary takes the necessary actions to register the deal in the Central Depository JSC and concludes the settlement (finalizing of the deal), thus the shares are transferred from the account of the “seller” to the account of the “buyer”.
Exception to the rule that trading with shares of the company can only take place at the stock exchange, concerns the sale trade of shares between physical persons. They have
the right to conclude such deals between themselves, but in order the transfer of shares to be registered in Central Depository JSC, the parties should submit respective data and documents to a licensed investment intermediary, acting in the capacity of a registered agent. The investment intermediary registers the deal at the “Bulgarian Stock Exchange – Sofia” JSC and takes the necessary actions to register the deal in the Central Depository, to conclude the settlement.The analogical way is used – through an investment intermediary – registered agent, for the transfer of shares in the cases of endowment and inheritance.

  • Shareholders rights

Shareholders rights are generally regulated by the Commercial Act and in particular – by the Public Offering of Securities Act, providing specific issues related to the rights of the public companies shareholders.
According to the regulations of the Commercial Act, the rights with 1 share can be separated in 2 main groups, depending on their content
s. As per this criterion, the rights on the shares are divided to:
material:

- right to receive a dividend;
- right to obtain a liquidation;
- right to
subscribe new shares when increasing the capital of the company;
and

non-material:

- right to take part in the management of the company;
- shareholder’s right to
elect and be elected as a member of the company’s Management Bodies;
- right to receive information;
- right to require the assignment of a certified expert-accountant;
- right to defend the membership;

1. The right to receive a dividend, corresponding to the nominal value of the share is the most important material right of the shareholder, expressed in the right to receive a share of the balance profit of the company, corresponding to his/her share participation in the capital of the public company. According to art. 115b, para. 1 of the Public Offering of Securities Act Entitled to receive dividend shall be only persons, entered as shareholders in the Central Depositary’s registers on the 14th day following the date of the general meeting of shareholders which approved the annual financial statement and took a decision to distribute the profit. The public company is obliged to ensure payment of the dividend voted by the General meeting within a 3-month period after the date of the general meeting, and all expenses related to the payment of the dividends shall be covered by the company.
The right to receive a dividend can not be cancelled or restricted by a
ny provision of the Articles of Association, Decision of the General meeting or Decision of a management body of the company, but exercising this right is liable to restrictions in the following directions:
1.
It is not allowed to be distributed a dividend exceeding the amount of the net profit for the respective year, the undistributed profit from previous years, the respective share of the “Reserve” fund and the other funds of the company, exceeding the minimum specified by law or the Articles of Association, and which minimum is reduced with the amount of the accumulated losses from previous years and with the deductions for the “Reserve” fund and the other funds of the company;
2.
Advanced payment of dividends prior to the approval of the annual financial statement is unallowable;
3. At least 1/10 part of the profit of the public company
shall be allocated until the resources in the “Reserve” fund reach minimum 1/10 part of the company’s capital;
4. The right to receive a dividend is
under 5 year legal prescription.

The right to receive a dividend
is transformed into a particular right of the shareholder to make a claim toward the public company under the following preconditions:
1. Expiration of the financial year;
2.
Positive financial result (profit);
3. Approv
ed annual financial statement of the company by the General meeting of shareholders;
4. According to the
verified and approved annual financial statement, the net value of the property, reduced by the dividends and interests, subject to payment, is not less than the sum of the company’s capital the “Reserve” fund and the other funds compulsory by law or the Articles of Association for the company to set up;
5. Decision of the General
meeting of shareholders to distribute the profit by paying off dividends.

2. The right to obtain a liquidation share, corresponding to the nominal value of the share is basic material right of the shareholder, included in the membership legal relations, exercising of which presupposes liquidated company. The nature of this receivable requires receiving a certain amount of money. The right to obtain a liquidation share being a particular right, depends only on the availability of remaining property after the creditors of the liquidated company have been satisfied. Rights to obtain a liquidation share have only persons, who are shareholders of the company as of the date of its liquidation. The preconditions for exercising the right to obtain a liquidation share are as follows:
1.
Liquidation of the company;
2. Satisfying (securitization) the company’s
liabilities;
3. Expiration of the 6-month period after publishing the invitation to the creditors of the company.
Regarding the shares, issued by public companies, the
provision of Art. 111, para. 4 from the Public Offering of Securities Act provides that the public company is not allowed to issue privileged shares giving the right to obtain an additional liquidation share.

3. Right to subscribe a part of the new shares in the event of company’s capital increase, which part is proportionate to the shares held before the increase. The common regulation regarding this right is included in Art. 194 of the Commercial Act. The special conditions related to public companies are provided by Art. 112 and following of the Public Offering of Securities Act, and contain significant diversions from the general rules.
In the event of capital increase through issuance of new shares it is obligatory for the public company to issue rights. These rights are dematerialized securities giving the right to subscribe a certain number of shares with reference to the adopted decision for capital increase of the public company. One right shall be issued against every existing share and the value of the right shall not be obligatory equal to the nominal or emission value of one share. The issuance and the disposition with rights shall be effective after entering in Central Depository’s register – art. 112b, para. 2 of the Public Offering of Securities Act.
The transfer of rights
shall be performed on a regulated market. The regulated market, that has admitted to trading the shares of the public company, must admit to trading the rights issued by the company. The time limit for transferring the rights may not be shorter that 14 days, and longer than 30 days, while the time limit for subscription of shares from the new emission shall be at least 30 days, as the beginning of time limit for subscription coincides with the beginning of the time limit for transferring the rights, and expires at least 15 working days after expiration of the time limit for transferring the rights.
Right to participate in the capital increase, shall have persons who have acquired shares not later than 14 days after the date of the Decision for capital increase of the General meeting, or if this decision is taken by the management body –the persons who have acquired shares not later than 7 days after the date of publication of the announcement for public offering and its promulgation in the State Gazette.
In the event of capitalization of a part of the company’s net profit, every shareholder shall have the right to receive a certain part of the new shares, proportionate to his/her share participation in the capital before distribution of the dividend. Since the right to receive dividend is irrevocable, the allocation of new shares is not to be performed in a different way. Decision of the General meeting of shareholders , which contradicts this rule, is invalid.

The preconditions for
this right to occur are as follows:
1.
Decision of the General meeting, adopted by a majority of ¾ of the presented shares;
2. The decision
is to be adopted within 3-month period after approving the annual financial statement of the company for the previous year.
Although it is not explicitly regulated in the Public Offering of Securities Act, it is accepted that the rules
applicable for the capital increase of a public company through issuance of rights, shall be respectively applicable in the cases of capital increase at the expense of the non-distributed profit.

4. The right to vote
is the most important non-material, right of the shareholders, which allow them to adopt decisions at the General meeting regarding all issues, included in the agenda. Every share is entitled to one vote. Public companies are not allowed to issue shares entitled to more than one vote. In event that the owners of the share/shares are more than one person, they exercise the right to vote together through an authorized representative.
The right to vote at a public company’s General meeting shall arise for the respective shareholder at the moment of paying up the full emission value of the share/s and after the entry of the company or of the capital increase of the company, respectively, in the commercial register. The right to vote shall be exercised by persons who were entered as shareholders in the Central Depository’s register 14 days prior to the date of the General Meeting– art. 115a, p. 1 of the Public Offering of Securities Act.
According to
an explicit provision of the Public Offering of Securities Act, the regulated market where the shares of the public company are traded shall immediately announce, upon receipt of the invitation for convention of the general meeting, the final date for concluding share transaction enabling the purchaser to exercise the voting right of the shares at the respective general meeting Art. 115a, para. 3 of the Public Offering of Securities Act. This date shall not be following the 14th day prior to the date of the general meeting.
Art. 148, p. 1, p. 5, 6, and 7 of the Public Offering of Securities Act explicitly provides the possibilities to transfer the voting right separately from the share. All of these provide that the right is exercised by a person different from the shareholder, and the transfer of the voting right
shall be entered in the Central Depository’s register.

5. The right to participate in the management of the company
is personal and irrevocable right of every shareholder, notwithstanding the number of shares owned from the capital of the company. Based on this right, every shareholder is to be informed about the convention of a general meeting of shareholders, and respectively to take part in the meeting, as well to pose questions, express his/her opinion and make suggestions. It may be exercised personally or by proxy, based on a power of attorney, applicable for a particular general meeting, which needs to be notary certified, and with the minimum contents, specified by respective ordinance. Re-authorization with rights, as well as a power of attorney, given in contravention of the above stated rules, shall be void.

6. The right to elect and be elected as a member of the management bodies of the company is included in the voting right, and the right to participate in the management.

7. The right to receive information is a personal, and irrevocable supervision right of every shareholder which may not be cancelled or restricted based on regulations of Articles of Association or decisions, adopted by the management body or the general meeting of the company. It is expressed in the ability of the shareholders to review all written materials related to the agenda of the general meeting, to receive these materials upon request and free of charge, as well as to receive the protocols and the respective attachments from previous general meetings, which the company is obliged to keep.
Shareholders of public companies have additional rights:
- right to access
registers of Central depositary only with regard to the information related to his/her shares under the conditions of Art. 133, para. 1 of the Public Offering of Securities Act;
- the members of the management and
supervisory bodies and the procurator of the company are obliged to answer correctly, comprehensively and essentially to the questions of shareholders, asked at the general meeting regarding the economic and financial status and the commercial activities of the company, except for issues, considered to be insider information;
-
Public companies shall submit to the Financial Supervision Commission and the Bulgarian Stock Exchange annual and quarterly financial statements and publish respective announcements in a central daily newspaper specifying the place, time and the possibilities for reviewing the statements within a 7-day period following their submission to the commission;
-
Public companies shall inform the Financial Supervision Commission and the Bulgarian Stock Exchange on other circumstances, specified under Art. 98 of the Public Offering of Securities Act;

8. The right to request assignment of certified public accountants by court, in the event that no such experts have been elected by the general meeting of shareholders, is the personal and irrevocable right of every shareholder of the company. Every single shareholder as well as the Management and Supervisory Boards may exercise this right in the event that the general meeting of shareholders has not assigned a certified public accountant until the end of the calendar year and exercising of the right does not depend on exercising the voting right.

9. The right to cancel decisions of the general
meeting of the company is regulated in Art. 74 of the Commercial Act. Every shareholder can set up a claim against the company in the District Court, in order to cancel decision of the general meeting, whenever the decision contradicts the imperative regulations of the law or the Articles of Association.

10. The right to defend the membership
is regulated in art. 71 of the Commercial Act, and this right gives every shareholder of the company the ability, without any time restrictions, to lay a claim in the regional court where the company’s headquarter is registered, in order to defend its right of membership and the separate membership rights when they are violated by the company’s bodies.

  • General Meeting of Shareholders

The General meeting of shareholders of “Chimimport” Plc includes all shareholders of the company, participating personally or through a representative.

Competence of the General meeting

The General
meeting of shareholders:
1. modifies and supplements the Articles of Association of the company;
2. increases and decreases the capital;
3. transforms and
liquidates the company;
4. elects and dispenses the members of the Supervisory Board,
specifies the amount of the remuneration, the payments, and the management guarantees for the members of the Supervisory Board;
5. assigns and
dismisses certified expert-accountants;
6. approves the annual financial
statement upon audit and a sign-off by the appointed certified public accountant, takes decision for distribution of the profit, for filling the “Reserve” fund and for paying off dividends;
7. takes decision
on bonds issuance;
8. appoints the liquidators during the
liquidation of the company except for the case of bankruptcy;
9. releases from duty the members of the Supervisory and the Management Boards;
10. approves general directions for the development
/progress of the company;
11. takes decisions
related to all other issues, included in its competence by the Articles of Association.

Calling convention and taking place holding of the general meeting
The General
meeting of the shareholders of “Chimimport” Plc shall convened by the Management Board, the Supervisory Board or upon request of shareholders who have possessed shares, representing at least 5% of the company’s capital, for more than three months.

The invitation for convention of the general meeting shall have the contents, specified in art. 223, sub-clause 4 of the Commercial Act. It needs to be announced in the commercial register and to be published in a central daily newspaper at least 30 days before the date of opening of the general assembly. The invitation together with the materials for the general assembly are submitted to the Financial Supervision Commission, the Central depository, and to the regulated market where the shares of the company are traded, at least 45 days before the assembly takes place.
The General assembly of the shareholders takes place at the headquarters of the company, namely – in the city of Sofia. The regular annual general assembly takes place before the end of the first half-year upon finalizing of the fiscal year.

Decisions of the General meeting of shareholders

The decisions of the General meeting of shareholders of “Chimimport” Plc come into effect immediately, unless their effect is postponed.
The decisions of the
General meeting regarding amendments and supplements to the Articles of Association of the company and liquidation of the company come into force after entering in the commercial register. The capital increase and decrease, the transformation of the company, the election and release of members of the boards as well as appointment of a liquidator come into force after entering in the commercial register.



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