meetings of the shareholders

The General Meeting of the shareholders is the supreme body of the Company. All shares of Sopharma Trading, which are part of the same class, provide equal rights for their holders. Each ordinary share entitles to one vote at the General Meeting of the Company, the right to dividend, and a liquidation share, which are proportionate to the nominal value of the share.

The General Meeting of the Company takes place at its head office, as the Regular General Meeting takes place by the end of the first half-year, following the completion of the fiscal year.

The Extraordinary General Meeting is convened upon the presence of important matters to be discussed, which cannot be postponed until the next Regular General Meeting.

Sopharma Trading announced the invitation for holding a General Meeting of the shareholders into the Trade Register and announced it under the conditions of and by virtue of Art. 100s, paragraph 1 and 3 of the Public Offering of Securities Act, at least 30 days before its holding.

The voting right is exercised by those persons entered as shareholders into the registers of the National Depository, within a term of 14 days before the date of the General Meeting.

The written materials for each General Meeting are at the disposal of the shareholders at the registered office address of the Company. The invitation, together with the written materials by the items of the Agenda of the Meeting are published on the following website as well: Section “General Meetings of the shareholders”. These materials are public for the time of the publication of the invitation into the Trade Register until the end of the General Meeting. 

A. Rules of the General Meeting of the shareholders

Persons, holding jointly or severally at least 5 % of the capital of Sopharma Trading AD, have the right to request the inclusion of matters, as well as to propose resolutions by points of the Agenda of the General Meeting of the shareholders by virtue of Art. 223a of the Commercial Act. These shareholders must submit for publication into the Trade Register, but not later than 15 days before the General Meeting, a List of the matters to be included into the Agenda and the proposals for resolutions. By the publication into the Trade Register, the matters are deemed included into the proposed Agenda. On the next day the latest following the publication, the shareholders must submit the list of issues, the proposals for resolutions and the written materials at the registered office address of the Company, as well as at the Financial Supervision Commission (FSC). 

During the General Meeting, the shareholders of the Company have the right to bring up matters under all items of the Agenda, as well as matters regarding the economic and the financial condition and the Commercial Activity of the Company, regardless of whether or not the latter are directed with the Agenda. 

For the purpose of registration and participation into the General Meeting, the natural persons - shareholders must submit an identity document. The legal entities - shareholders must present an original of a current certificate of trade registration, as well as an identity document of the legal representative. 

The shareholders in a public company have the right to authorize each natural person or legal entites to take part into and to vote at the General Meeting on their behalf. Their proxy has the same rights to express his/her views and to ask questions, as well as the shareholder represented by him/her.

Rules for voting by proxy: 

In case of representation of a shareholder at the General Meeting, it is necessary to present an express Power of Attorney for the specific General Meeting, having contents according to Art. 116, paragraph 1 of the Public Offering of Securities Act. 

In case when the legal entity is not represented by its legal representative, the proxy must submit an idenity document, an original of a current certificate of trade registration of the respective company –  a shareholder and an express Power of Attorney for the specific General Meeting according to Art. 116, paragraph 1 of the Public Offering of Securities Act. 

In case of representation of a shareholder of the Company by legal entites, besides an idenity document of the Company’s representative - proxy, it is also necessary to submit an original of a current certificate of trade registration of the respective company. It is also necessary to present an express Power of Attorney for the specific General Meeting according to Art. 116, paragraph 1 of the Public Offering of Securities Act. 

The reauthorization with rights granted to a proxy, as well as Powers of Attorney that do not conform to the provisions of Art. 116, paragraph 4 of the Public Offering of Securities Act are void. 

The certificate of trade registration, as well as the Power of Attorney for representation at the General Meeting of the shareholders, issued in a foreign language, must be accompanied by a translation into Bulgarian language. Upon any discrepancy between the texts, the data contained in the translation into Bulgarian language shall be deemed correct. 

Sopharma Trading shal deem valid all notifications and Powers of Attorney and electronically to: v.marinov@sopharmatrading.bg. All electronic messages and the applicable Power of Attorney must be signed with an universal electronic signature (UEP) by the authorizer. 

Voting by correspondence and electronic means is inadmissible by virtue of the operating Statutes of Sopharma Trading AD.

A sample of a written Power of Attorney on a paper and electronic carrier must be submitted together with the materials for the General Meeting, as well as here.