General Shareholders’ Meeting
The General Shareholders’ Meeting includes all shareholders with voting rights and has the following authorities and competences:
- amends and supplements the Statutes of the company;
- increases and decreases the capital of the company;
- transforms and terminates the company;
- specifies the number, elects and dismisses the members of the Board of Directors, determines their remunerations and the guarantees they provide for their management;
- appoints and dismisses registered auditors;
- approves the annual financial report of the company after the certification of the registered auditor appointed;
- decides on issuance of bonds;
- appoints liquidators upon termination of the company, except in case of insolvency;
- relieves from responsibility members of the Board of Directors;
- makes decision for distribution of profit, for filling the Reserve Fund and for payment of dividend;
- accepts the report of the Director in contact with investors;
- makes decisions also on other issues, which are not mentioned explicitly, but which are in their competence pursuant to the law and the Statute of the Company or raised before them by the Board of Directors.
Convening of General Shareholders’ Meeting (GSM)
The General Shareholders’ Meeting is called by the Board of Directors of the company. Shareholders possessing for more than 3 months shares representing at least 5% of the company capital have also right to call a GSM.
The regular General Shareholders’ Meeting is held before the end of the first half of the year after concluding the reporting year. An extraordinary General Shareholders’ Meeting could be called at any time of the year in case of the emergence of issues requiring prompt discussion and solution.
The General Shareholders’ Meeting taking place at the headquarters of Infra Holding PLC in the City of Sofia. GSM is called by means of invitation, which is published in the Company Register not later than 30 days before the date of the meeting. At the same time, the invitation and the other materials related to the GSM agenda should be submitted to the Financial Supervision Commission, the Bulgarian Stock Exchange and the public. They shall be available to the shareholders on the web page of Infra Holding PLC for the time from the announcement of the invitation to the conclusion of the general meeting.
Each share gives the right to exercise one vote in the General Meeting. The persons, who are registered as shareholders in the Central Depository 14 days before the date of the meeting, have the right to vote in the GSM. The persons authorized to vote could be present at the meeting in person or through a proxy. The power of attorney of a representative should be explicitly notary attested and meet the statutory requirements. Infra Holding PLC has the obligation to submit a sample of the written power of attorney both as a hard copy or electronically, if applicable, together with the materials for the general meeting or upon request after its convention. The sample of the power of attorney is accessible also on the Internet page of the company.
Pursuant to the Statute of Infra Holding PLC, the shareholders could make decisions at GSM, if the owners of at least half of the capital are represented at the meeting. If there is no quorum, the meeting is postponed and a new meeting cannot be called earlier than 14 days from the initial date. The second general Meeting called may adopt decisions regardless of the number of the represented shares.
A majority of 2/3 of the shares presented at the General Meeting is required for decision-making, concerning amendments and supplements of the Statute of the Company, increasing or decreasing the share capital, termination of the company. All other decisions are made with common majority of the represented capital except in the cases, where the law requires other (qualified) majority.
The General Meeting cannot make decisions concerning issues, which have not been included in the agenda in advance, except in the case when all shareholders are present or are represented at the meeting and none of them has any objections to discuss the issues raised.
The decisions of the General Meeting come into force immediately, unless the General Meeting decides otherwise.
Decisions regarding amendments and supplements to the Statute, increasing or decreasing of the capital, transformation or termination of the company, selection and dismissal of members of the Board of Directors, as well as the appointment of liquidators, come into force as of the date of their registration in the Company Register.
Each share gives its owner right to dividend proportionate to its par value after the approval of the audited annual financial statement for the respective financial year and upon a decision made by the General Shareholders’ Meeting to distribute the profit. Any person registered in the Central Depository as shareholder of Infra Holding PLC on the 14th day after the date of the GSM is entitled to dividend. The Central Depository presents a list of the shareholders to the company by that date. The registration of the persons in this list is the only condition for them to receive dividend. Infra Holding PLC is obliged to provide the payment of the dividend approved by the General Meeting within three months of its date. The persons entitled to dividend that missed to exercise this right of theirs within the total five-year period of limitation lose the right to require its payment.
The distribution of the earnings of Infra Holding PLC in the form of dividend is allowed only after a decision to that effect is taken by the General Shareholders’ Meeting and after the approval of the audited annual financial statement for the respective financial year. Dividends could be paid only if, according to the audited financial statement for the respective year, the balance sheet value of the assets of Infra Holding PLC, reduced by the balance-sheet value of the long-term and short-term obligations and the dividend subject to payment is not less than the amount of the share capital, the Reserve Fund and the other funds, which Infra Holding PLC is obliged to set up.
Payment of dividend could be carried out to the amount of the profit for the current financial year, plus the undistributed profits from past years, the part of the Reserve Fund and the other funds of the company exceeding the mandatory minimum after deduction of non-covered losses from preceding years and the deductions for the Reserve Fund and the other funds, which Infra Holding PLC is obliged to set up.