Industrial Holding Bulgaria JSC - Sofia

The Supervisory Board of INDUSTRIAL HOLDING BULGARIA Plc. /hereinafter referred to as the Company/, with seat and management address 42 Damyan Gruev Str., Sofia, with UIC 121631219, with its decision from 09.11.2012 convenes an extraordinary annual General Meeting of the Shareholders of the Company on 17.12.2012 from 10.00 a.m. to be held at 16-20 Alabin Str., Sofia, in the building of the Bulgarian Chamber of Commerce, the conference hall on the first floor, under the following Agenda and the following draft decisions: *1. Approval of a decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds as follows:* /_Draft decision_//: the General meeting of the shareholders of Industrial Holding Bulgaria PLC adopts a decision for issuance of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds as follows:/ /1.1. Decision for the issuance under the conditions of an initial public offering of an issue of dematerialized, interest-bearing, convertible, freely-transferable and unsecured bonds with the following parameters and purpose:/ /Total nominal and issue value of the debenture loan: Up to BGN 30,000,000 /thirty million/; Nominal value per bond: BGN 100 /one hundred/. Issue value per bond: BGN 100 /one hundred/. Number of bonds: Up to 300,00; Minimal amount at which the loan is deemed as concluded: the loan shall be deemed as concluded upon subscription and payment of bonds of a total nominal value of no less than BGN 22,000,000 /twenty two million/; Term (maturity of the debenture loan: 2 /two/ years (24months); Interest rate: 6.5% per year; Interest payment period: 6 months; Procedure for conversion of bonds into shares (conversion procedure): conversion - on the maturity date of the bonds, each bond holder shall be entitled, under the terms of the debenture loan and prospectus for public offering of the issue of convertible bonds, instead of repayment of the bonds held, to exchange (convert) them for such a number of shares as would correspond to the conversion ratio valid at the time of the exchange. Purpose of the debenture loan: the funds raised through the issue will be used to reimburse the debenture loan under a previous issue of convertible bonds - ISIN 2100018113, issued by Industrial Holding Bulgaria Plc, partial refinanciag of Diamond Sea ship, expansion of Dockyard Burgas and other small projects of its subsidiaries/ /Amendment in the conditions in which bonds are subscribed for: Change in the conditions of the current bond issue are allowed only with the explicit decision of the General Meeting of bondholders holding bonds of the issue. Any unilateral decision by the issuer to change the terms on which are the bonds issued are subscribed for is considered void (Article 207, paragraph 1 of the Commercial Act). The General Meeting of shareholders authorises the Managing Board to determine the conditions for a change in the conditions of the loan, the competent authorities and quorum and majority required for adopting a decision to change the conditions under which the bonds are issued and the parameters to be changed in the Prospectus for Public Offering issue of convertible bonds./ /Optional advance payment of part or whole of the loan on the initiative of the issuer: Bonds are issued with an option for early repayment of part or the whole principal on a specified date before maturity. Decision on early repayment is made by the Managing Board of the Company and approved by the Supervisory Board. The General Meeting of shareholders authorises the Managing Board of the Company to accept the terms and conditions for the exercise of the Issuer's option for an early repayment of part or the whole principal of the loan in the Prospectus for Public Offering of convertible bonds./ /Procedure and conditions for issuance of the bonds: Marketing: The bonds will be issued through an initial public offering on the basis of a prospectus confirmed by the Financial Supervision Commission. After the conclusion of the debenture loan the issue will be registered for trading at Bulgarian Stock Exchange - Sofia AD, for which purpose the issue will be entered into the registry of the Financial Supervision Commission beforehand. Condition for subscription of bonds: Each shareholder shall be entitled to subscribe bonds from the current issue in proportion to the issued shares held by him. The persons registered as shareholders of Industrial Holding Bulgaria Plc at Central Depository no later than 14 days after the date of the General Meeting at which the decision for issuance of convertible bonds has been adopted shall be entitled to participate in the subscription of convertible bonds from the current issue. Each person may subscribe at least one bond and at most the number of bonds as compliant with the rights acquired or held by him as per the provisions set forth in the prospectus for the public offering of the issue of convertible bonds. Only a whole number of bonds may be subscribed, with a rounding down to the lower whole number, regardless of the figure after the decimal point./ /1.2. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Plc to select an Investment Intermediary to service the subscription of the public offering of bonds and a bank where an escrow account will be opened for depositing of the issue value of the subscribed bonds in case that a bank – payment agent to service the payments under the debenture loan is necessary and it further authorizes the Executive Director of the Company to sign contracts with the selected investment intermediary and bank./ /1.3. The General Meeting authorizes the Management Board of Industrial Holding Bulgaria Pl: As per the adopted by the General Meeting decision on the parameters of the debenture loan, at its own discretion and in the context of the specific financial market situation and the results from the preliminary marketing study and analysis of the marketability of the bonds: - to specify the procedure and conditions for subscription of the bonds (in particular, to determine other necessary conditions and parameters of the bond issue, including but not limited to the manner of calculation and the manner of interest payments, the conditions under which the loan will be deemed as concluded), the ratio rights/bonds and the procedure for conversion of the bonds into shares; - to determine the commitments to be undertaken by Industrial Holding Bulgaria PLc to the bond-holders (the so-called covenants); the conversion price, conversion ratio, and the corporate events upon which he conversion price will be adjusted and the manner of its adjustment; other conditions of the debenture loan; - to draft and approve a prospectus for the initial public offering of the issue of convertible bonds as per the the Initial Public Offering of Securities Act. - to determine any other conditions and parameters for the issue which are not determined with the present decision, to undertake any other legal and factual actions related to the offering of bonds and to request admission of the bond issue to trading at the regulated market organized by Bulgarian Stock Exchange - Sofia AD. The decision of the General Meeting of the shareholders to launch the present bond issue shall take effect provided that it is approved by the General Meeting of the shareholders holding convertible bonds issued by the Company./ *2. Adopting of a decision to amend the conditions of bond issue ISIN BG 2100018113:* /_Draft decision_//: If the decision under point 1 is approved and the issue is successfully subscribed and paid for, the General Meeting of the shareholders adopts a decision to change the maturity of bond issue ISIN BG 2100018113 as follows: the payment of the principal of the debenture loan amounting to BGN 21,718,000 (twenty-one million eight hundred and seventy-eight thousand Bulgarian levs) will be paid within 10 days following the absorption of funds under the new bond issue together with the due interest until the payment of the principal. With the payment under the previous paragraph the loan is considered repaid and the contractual relationship between the Company and bondholders is terminated. The General Meeting authorise the Management of the Company to take the necessary decisions and undertake all actions with regard to the change of maturity of bond issue. The decision of under the previous paragraph is valid providing it is approved by the General Meeting of the bondholders of convertible bonds issue ISIN BG 2100018113./ *3. Adopting of a decision for renewal of the mandate of the members of the Audit Committee of the Company and their remuneration.* /_Draft decision_//: The General Meeting of the shareholders elects for a new 3-year mandate as members of the Audit Committee Snezhana Ilieva Hristova, EGN 5004276655, Maksim Stanev Sirakov, EGN 5206046704 and Boryana Vladimirova Dimova. It sets a monthly remuneration of BGN 500 each./ *4. Miscellaneous.* *5. Adopting of a decision for share buyback of ‘Industrial Holding Bulgaria’ AD* /_Draft decision_/: On the grounds of Artcle 187b of the Commercial Act and Article 111, para 5 of the Initial Public Offering of Securities Act, the General Meeting of the shareholders adopts a decision on share buyback of ‘Industrial Holding Bulgaria’ AD under the following terms: 1.Maximum number of shares to be bought back – up to 3% for each calendar year as from the buyback period under paragraph 2 from the total number of shares issued by ‘Industrial Holding Bulgaria’ AD but not more than 10% in total for the whole buyback period; 2.Buyback period – up to 4 (four) calendar years from adopting the decision on shares buyback of ‘Industrial Holding Bulgaria’ AD; 3.Minimum buyback price - BGN 0.56 per share; 4.Maximum buyback price - BGN 1.05 per share; 5.Authorises the Managing board of IHB AD 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. All shareholders or persons authorized by them are invited to take part in the General Meeting. Right to participate and vote at the General Meeting is granted only to persons entered in the registers of Central Depository AD as shareholders 14 days prior to the date of the General Meeting, i.e. prior to 3.12.2012. As of the date of the decision of convention of the General Meeting of the shareholders - 9.11.2012 – the total number of voting shares in the capital of the Company is 67,978,543. The present invitation together with the written materials related to the agenda of the General Meeting of Shareholders shall be published on the internet site of the Company – www.bulgariaholding.com - for the period from the entry of the invitation into the Trade Register to the closing of the General Meeting of Shareholders. The written materials under 224 of the Commerce Act /CA/ are at the disposal of the shareholders also at address: Sofia City, 47 Vassil Levski Blvd., every working day from 3 p. m. to 5 p. m. as of the entry of the invitation into the Trade Register. The materials shall be provided to the shareholders upon presentation of an identity document, and to the proxies of the shareholders – upon presentation of an explicit proxy in writing, the original of which shall be kept with the archives of the Company.
Source: Company information (27.11.2012)