The General Shareholders’ Meeting of EBIOSS Energy, SE, held in Sofia on June 30, 2017 on first call, with attendance, present or represented, of shareholders holding 10,468,303, representing 50.04% of the share capital With the right to vote, unanimously approved all the proposals for resolutions that the Board of Directors of the Company had agreed to submit to its deliberation and decision. At the request of a shareholder holding more than 5% of the Company’s capital stock, three new items were included in the Agenda (sixth, seventh and eighth), received by the Company and duly registered in a timely manner in the Register Mercantile of Bulgaria.
First– Approval of the company’s individual and consolidated audited financial statements for 2016. The Company’s individual and consolidated annual accounts for 2016 and the auditors’ report of the Company Baker Tilly Klitou And Partners OOD.
Second– Approve the company’s activity report for the year 2016. The Board of Directors’ report on the company’s activity for the year 2016 is approved.
Third – Decision not to distribute profits by virtue of the negative result of the year reflected in their individual audited accounts. The decision was approved to recognize that there is no profit likely to be distributed among shareholders in the form of dividends for 2016 by virtue of the negative result for the year in accordance with the Company’s annual financial statements for the year 2016 and in the audit report corresponding.
Fourth – Approval of the management of the members of the Board of Directors for the year 2016. It was approved to exempt the members of the Board of Directors from liability for their activity in 2016.
Fifth – Appointment of Certified Auditor for 2017. Approval of “GRANT THORNTON” OOD, Certified Auditor and member of the Institute of Certified Auditors of Bulgaria, registered in the commercial register administered by the Registration Agency under UIC No. 831716285, as auditor of The Company’s financial statements for 2017.
Sixth – Adoption of the resolution to delegate to the Board of Directors of EBIOSS ENERGY, SE, to be able to carry out capital increases of the company, based on Article 196, item 1 of the Law of Commerce, by issuing new Shares up to a maximum nominal amount of € 34,000,000 (THIRTY-FOUR MILLION EUROS). It was approved to delegate and grant an explicit legal mandate to the Board of Directors of EBIOSS ENERGY, SE, to carry out capital increases of the company, based on Article 196, item 1 of the Trade Act, in relation to the Article 14, paragraphs 1 and 2 of the Company’s Bylaws, through the issuance of dematerialized voting shares, all with a nominal value of € 1 each, up to a maximum nominal amount of € 34,000,000 (THIRTY-FOUR MILLION EUROS). The authorization for the share capital increase by issuing new shares will be made by the Board of Directors of the Company expires on December 12, 2017. The Board of Directors will have all the legal power to decide the terms and conditions, in accordance with What social capital of the Company will be expanded, observing the decisions established in the present Act and the pertinent legal requirements. The Board of Directors of the Company is entrusted to enter in the Bylaws the new value of the capital stock after its increase, as well as the exact number of shares that will be subscribed by the new shareholders.
Seventh – Adoption of the resolution to waive the pre-emptive right of the shareholders to subscribe for and / or purchase shares of the Company’s capital increase as established in the previous item of the Agenda. All the rights of preference of the shareholder in EBIOSS ENERGY, SE, for the subscription and / or purchase of shares of the next capital increase, whose rights are derived from the Company Bylaws, specifically the rights provided for in articles 11 And 16 of said Statutes. The waiver of the preferred subscription rights of the shareholders to the subscription and / or acquisition of shares of the Company will be validated only for the current shareholders and only for the issuance of the expected capital increase. Pursuant to Article 196, item 3, along with Article 194, item 4 of the Trade Law, the General Shareholders ‘Meeting explicitly authorizes the Board of Directors with the right to waive the shareholders’ preferred subscription rights to the subscription and acquisition of shares of the Company of the next capital increase, whose period of emancipation will be until December 12, 2017.
Eighth – Adoption of the resolution of amendment of Article 14, item 2 of the Bylaws of EBIOSS ENERGY, SE . The amendment to Article 14, point 2 of the Company’s Articles of Association, is approved, whereby this point will have the following legal wording: With this article of the Bylaws, the Board of Directors is empowered for five (5) years, The date of incorporation of the Company (December 12, 2012), acting with discretion and having the right of all the specific parameters of the respective issue, to increase the capital of the Company until reaching a maximum nominal value of the capital increase Of € 50,000,000 (FIFTY MILLION EUROS), through the incorporation of new shares or the conversion of bonds into shares.
Ninth – other matters.
No proposal was produced nor resolutions were adopted on this point.