Invitation General Meeting of the Shareholders 2014 — BREF

Invitation General Meeting of the Shareholders 2014

INVITATION

FOR CONVENTION OF THE GENERAL MEETING OF THE SHARHOLDERS

OF BULGARIAN REAL ESTATE FUND SPV SCHEDULED FOR 29 MAY 2014 

 

Board of Directors of BULGARIAN REAL ESTATE FUND SPV, city of Sofia, pursuant to Article 223 of Commercial Act /CA/ convenes its regular Company General Meeting of Shareholders on 29 May 2014 at 10:00 in Sofia, 36, Dragan Tsankov Blvd., Interpred – World Trade Centre Sofia, 2nd floor, block A, Plovdiv hall, with the following agenda:

1. Annual report of the Board of Directors on the activity and management of the special purpose vehicle in 2013; draft resolution – The General meeting accepts the annual report of the Board of Directors on the activity and management of the special purpose vehicle in 2013; 2. Report of the registered auditor on the audit of the annual financial statements for 2013; draft resolution – The General meeting accepts the report of the registered auditor on the audit of the annual financial statements for 2013; 3. Report on the work of the Audit committee of the special purpose vehicle for 2013; draft solution – The General meeting approves the Report on the work of the Audit committee of the special purpose vehicle for 2013; 4. Approval of the Annual financial statements of the special purpose vehicle for 2013; draft resolution – The General meeting approves the Annual Financial Statements of the special purpose vehicle for 2013; 5. Report of the Director of Investor Relations; draft resolution – The General meeting approves the Report of the Director of Investors Relations; 6. Relieving from liability the members of the Board of Directors for their work in 2013; draft resolution – The General Meeting relieves from liability the members of the Board of Directors for their work in 2013; 7. Passing a decision for distribution of the financial result; draft resolution – The General meeting passes a decision to distribute as shareholders’ dividend 90% of the transformed financial result for 2013, determined in compliance with art. 10 of SPV Act, in the amount of BGN 1,448,423.90, or 0.023960 gross dividend per share; 8. Appointment of a registered auditor for 2014 financial year; draft resolution – The General meeting appoints Ernst & Young OOD, Sofia 1715, Mladost 4, Business Park Sofia, building 10, 2nd floor, to audit and certify the financial statements of the special purpose vehicle for 2014 financial year; 9. Report for enforcement of the Remuneration Policy for 2013; draft resolution –The General meeting adopts the Report for enforcement of the Remuneration Policy for 2013.

All shareholders of “BULGARIAN REAL ESTATE FUND” SPV are invited to participate at business proceedings of GM, in person or via duly authorized representative. Right to vote shall be exercised by persons, entered as shareholders at Central Depository registries as of May 15th 2014 – 14 days prior to date of General Meeting and in conformity with the list, provided by latter. Total number of shares of “BULGARIAN REAL ESTATE FUND” SPV as of date of resolution for convention of GM amounts to 60 450 000, each providing the right to a single vote. All shareholders possess equal rights to participate at General Meeting. Shareholders, possessing jointly and severally at least 5 percent of Company capital, after notification of invitation at the Commercial Registry, may also include other matters and file draft resolutions on matters already included in agenda of GM. No later than 15 days prior to opening of General Meeting persons specified in preceding sentence must present for notification at Commercial Registry a list of maters, to be included in agenda and draft resolutions. Via notification at the Commercial Registry matters shall be deemed included in proposed agenda. Shareholders shall have the right to raise matters during the GM. The voting right can be exercised prior to the data of the GM via correspondence, by mail, by e-mail or by courier according to Rules of voting via correspondence of “BULGARIAN REAL ESTATE FUND” SPV, which can find on the internet site of the company www.brefbg.com; Voting by electronic means for this GM is not allowed. Registration of shareholders and their authorized representatives shall commence at 09.00 h on 29 May 2014 at General Meeting of Shareholders location convention location. Shareholders – legal entities shall be represented by relevant legal representatives, subject to identification via presentation of current registration certificate and ID. Shareholders – natural persons must present ID. Authorized representatives /attorneys/ of natural persons and legal entities must be authorized via explicit notarized power of attorney of specific General Meeting, in conformity to requirements of Article 116, Paragraph 1 of Public Offering of Securities Act /POSA/ and relevant deeds of its application. Power of attorney form is appended to GM materials.  Authorization via electronic means is admissible, only if power of attorney bears universal electronic signature and is received by Company no later than two business days before the date of General Meeting at address bref@brefbg.com. In the event of lacking quorum, pursuant to Article 227 of Commercial Act, General Meeting Session shall be convened at 10.00 h on June 16th 2014, at same location, agenda, participation requirements, and registration procedure.

Written materials on agenda are placed at shareholders’ disposal at the building and stated as Company’s correspondence address located at: Sofia, Izgrev district, 3A Nikolay Haytov Street, floor 1, each business day from 10.00 to 16.00 h, as well as at Company’s web address at: www.brefbg.com, and upon request shall be provided free of charge.

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