02 July 2007
Minutes of annual general meeting
This, 29.06.2007 at 10:00 a.m. in Sofia city at 16 G.M. Dimitrov Blvd. there was held an annual General Meeting of the Shareholders of ‘Euroins’ AD Insurance Company, registered under Company File No. 9078 per the listing of the Sofia City Court for year 1998, hereinafter referred to as ‘the Company’.
At the initially set hour of the meeting there appeared shareholders and shareholders’ representatives holding a total of 5 334 151 (five million three hundred and thirty-four one hundred and fifty-one) voting shares, representing approximately 71.12 (seventy-one point twelve) % of the capital of the Company according to the list of persons with voting rights as prepared by the Central Depository AD under Art. 115а, par. 1 from the Public Offering of Securities Act (POSA).
The meeting was attended by, in their capacity of members of the Management and Supervisory Board of the Company, without being shareholders, the following persons: Mrs. Violeta Vasileva Darakova,– Executive member of the Management Board, Mr. Kiril Ivanov Boshov,– Chairman of the Management Board. The meeting was also attended by the Investors Relations Director, Mrs. Maya Stefanova Ivanova, PIN 8108236270, and the Head of the Specialized Internal Control Department, Mr. Mihail Tenev Tenev.
In relation to the constitution of the General Meeting and at the proposal of the representative of the shareholder Eurohold Bulgaria AD, Mr. Velislav Milkov Hrisotv, attorney-at-law, the present shareholders unanimously established that the total number of voting shares represented at the meeting are 5 334 151 (five million three hundred and thirty-four one hundred and fifty-one) representing approximately 71.12 (seventy-one point twelve) % of the capital of the Company, that the shareholders have been duly notified for the present General Meeting, that there are no obstacles for the adoption of valid resolutions in accordance with the provisions of the Articles of Association and the law. Mr. Velislav Milkov, attorney-at-law, made proposals for election of a Chairman, Secretary and tellers of the General Meeting. After deliberations the shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
PROCEDURAL RESOLUTION:
1. The General Meeting of the shareholders established that all prerequisites related to the due convening of the meeting are available, all shareholders have been duly notified thereof and that there is a quorum required by the Articles and the law, that 71.12 (seventy-one point twelve) % of the capital of the company is presented and that there are no obstacles for the convening of the General Meeting and same may adopt valid resolutions.
2. Elects Mr. Velislav Milkov Hristov, representative of Eurohold Bulgaria AD, shareholder, as Chairman of the General Meeting.
3. Elects Mrs. Violeta Vasileva Darakova, for Secretary of the General Meeting.
4. Appoints the following persons for tellers of the votes:
- Mrs. Galya Aleksandorva Georgieva
- Mr. Trifon Genchev
The General Meeting has been convened under an agenda announced in advance as seen from the notice promulgated in State Gazette No. 39/15.05.2007:
AGENDA:
1. Approval of the report of the Management Board for the activity of the company throughout year 2006 – draft resolution: the General Meeting of the shareholders accepts the report of the Management Board for the activity of the company in 2006.
2. Report of the registered auditors for the audit made of the 2006 financial statement of the Company – draft resolution: the General Meeting of the Shareholders accepts the report of the registered auditors on the audit made of the 2006 financial statement of the Company.
3. Approval of the 2006 annual financial statement of the Company – draft resolution: the General Meeting of the Shareholders accepts the 2006 annual financial statement of the Company.
4. Adopting resolution in regard to the way the distribution of the 2006 operating profit of the company shall be made – draft resolution: the General Meeting of the Shareholders adopts resolution for the 2006 net operating profit of the company after taxes, to the total amount of BGN 4237130,01 be distributed as follows: BGN 467132,01 – for the Reserve Fund; BGN 1270000 – for dividends. The remaining net profit of BGN 2499998 shall be used for increase of the capital in line with Art. 197 from the Commercial Act /CA/.
5. Adopting resolution for the simultaneous decrease and increase of the capital in line with Art. 203 CA and Art. 197 CA – draft resolution: Provided the proposal under item 4 of the agenda for the way of distribution of profit of the company for 2006 is accepted, the General Meeting of the Shareholders adopts a resolution for the simultaneous decrease and increase of the capital in line with Art. 203 CA and Art. 197 CA so that the decrease shall be effective only if the envisioned increase of the capital is made with the purpose of making the quotient of the amount of the capital and the number of newly-issued shares a whole number through the increase of the capital in line with Art. 197 CA. The General Meeting of the Shareholders adopts a resolution for the decrease of the capital of the company from BGN 7499996 to BGN 7499994 through the invalidation of two shares after their initial acquisition by the company itself, the company being increased simultaneously from BGN 7499994 to BGN 9999992 through the conversion of part of the 2006 profit amounting to BGN 2499998 into capital in line with Art. 197 CA by the issue of 2499998 new registered dematerialized voting shares with a par value of BGN 1 each. The new shares shall be distributed among the Shareholders proportionately to their interest in the capital of the company up to the increase without actual contribution of monetary contributions.
6. Changes in the Articles of the Company – draft resolution: the General Meeting of the Shareholders adopts the following changes in the Articles of the Company: Art. 4 is amended as follows: ‘The Company has insurance as its subject of activity, placing the following types of insurances: Accident Insurance; Illness Insurance; Land Vehicle Insurance w/o rail vehicles; Rail Land Vehicles – any damage or loss caused to rail vehicles; Aircraft – any damage or loss caused to aircraft; Cargo in Transit Insurance; Fire and Nature Forces Insurance; Insurance against Property Damages; Third Party Liability Insurance related to the possession and use of motor vehicles – any liability for damages occurring during the use of land motor vehicles; Third Party Liability Insurance related to the possession and use of aircraft – any liability for damages occurring during the use of aircraft; Third Party Liability Insurance of the Aircraft Carrier; General Third Party Liability Insurance; Credit Insurance; Travel Accident Insurance; Miscellaneous Financial Losses Insurance; Legal Expenses Insurance; Sailing Vessels Insurance; Third Party Liability Insurance related to the possession and use of sailing vessels’. Art. 8, par. 1 is amended as follows: “Company’s capital amounts to BGN 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) Bulgarian leva.’ Art. 8, par. 2 is amended as follows: ‘Company’s capital is divided into 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) inseparable registered shares with par value of BGN 1 (one) per share.’
7. Changes in the membership the Supervisory Board – draft resolution: The General Meeting of the Shareholders releases Mr. Asen Milkov Hristov, from the position member of the Supervisory Board of the Company and elects Mrs. Violeta Vasileva Darakova as member of the Supervisory Board of the Company.
8. Selection of registered auditors for year 2006 – draft resolution: The General Meeting of the Shareholders selects the registered auditors Mrs. Radka Marinova Boevska, diploma No. 0270/1994 and Mrs. Margarita Tasheva Radeva, diploma No. 0134/1992 for auditors of the Company for year 2006.
9. Release from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006 – draft resolution: The General Meeting of the Shareholders releases from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006.
10. Approval of the 2006 annual report of the Head of the Specialized Internal Control Department – draft resolution: The General Meeting of the Shareholders approves the 2006 annual report of the head of the Specialized Internal Control Department.
11. Miscellaneous.
On item 1 of the agenda, the Chairman of the Management Board, Mr. Kiril Ivanov Boshov, presented to the shareholders the report of the Management Board for the activity of the company throughout year 2006 and the Investors Relations Director, Mrs. Maya Stefanova Ivanova, presented the report of the Investors Relations Director. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders approves the report of the Management Board for the activity of the company throughout year 2006, including the report of the Investors Relations Director.
On item 2 of the agenda, the Chairman of the Management Board, Mr. Kiril Ivanov Boshov, presented to the Shareholders the report of the registered auditors in regard to the audit made of the 2006 financial statement of the Company. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders accepts the report of the registered auditors in regard to the audit made of the 2006 financial statement of the Company.
On item 3 of the agenda, the Chairman of the Management Board, Mr. Kiril Ivanov Boshov, presented to the Shareholders with the audited 2006 annual financial statement of the Company. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders accepts the 2006 annual financial statement of the Company.
On item 4 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov Hristov, presented to the Shareholders the proposal of the Management Board of the Company in regard to the way the distribution of the 2006 operating profit of the company shall be made. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders adopts resolution for the 2006 net operating profit of the company after taxes, to the total amount of BGN 4237130,01, be distributed as follows:
At the initially set hour of the meeting there appeared shareholders and shareholders’ representatives holding a total of 5 334 151 (five million three hundred and thirty-four one hundred and fifty-one) voting shares, representing approximately 71.12 (seventy-one point twelve) % of the capital of the Company according to the list of persons with voting rights as prepared by the Central Depository AD under Art. 115а, par. 1 from the Public Offering of Securities Act (POSA).
The meeting was attended by, in their capacity of members of the Management and Supervisory Board of the Company, without being shareholders, the following persons: Mrs. Violeta Vasileva Darakova,– Executive member of the Management Board, Mr. Kiril Ivanov Boshov,– Chairman of the Management Board. The meeting was also attended by the Investors Relations Director, Mrs. Maya Stefanova Ivanova, PIN 8108236270, and the Head of the Specialized Internal Control Department, Mr. Mihail Tenev Tenev.
In relation to the constitution of the General Meeting and at the proposal of the representative of the shareholder Eurohold Bulgaria AD, Mr. Velislav Milkov Hrisotv, attorney-at-law, the present shareholders unanimously established that the total number of voting shares represented at the meeting are 5 334 151 (five million three hundred and thirty-four one hundred and fifty-one) representing approximately 71.12 (seventy-one point twelve) % of the capital of the Company, that the shareholders have been duly notified for the present General Meeting, that there are no obstacles for the adoption of valid resolutions in accordance with the provisions of the Articles of Association and the law. Mr. Velislav Milkov, attorney-at-law, made proposals for election of a Chairman, Secretary and tellers of the General Meeting. After deliberations the shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
PROCEDURAL RESOLUTION:
1. The General Meeting of the shareholders established that all prerequisites related to the due convening of the meeting are available, all shareholders have been duly notified thereof and that there is a quorum required by the Articles and the law, that 71.12 (seventy-one point twelve) % of the capital of the company is presented and that there are no obstacles for the convening of the General Meeting and same may adopt valid resolutions.
2. Elects Mr. Velislav Milkov Hristov, representative of Eurohold Bulgaria AD, shareholder, as Chairman of the General Meeting.
3. Elects Mrs. Violeta Vasileva Darakova, for Secretary of the General Meeting.
4. Appoints the following persons for tellers of the votes:
- Mrs. Galya Aleksandorva Georgieva
- Mr. Trifon Genchev
The General Meeting has been convened under an agenda announced in advance as seen from the notice promulgated in State Gazette No. 39/15.05.2007:
AGENDA:
1. Approval of the report of the Management Board for the activity of the company throughout year 2006 – draft resolution: the General Meeting of the shareholders accepts the report of the Management Board for the activity of the company in 2006.
2. Report of the registered auditors for the audit made of the 2006 financial statement of the Company – draft resolution: the General Meeting of the Shareholders accepts the report of the registered auditors on the audit made of the 2006 financial statement of the Company.
3. Approval of the 2006 annual financial statement of the Company – draft resolution: the General Meeting of the Shareholders accepts the 2006 annual financial statement of the Company.
4. Adopting resolution in regard to the way the distribution of the 2006 operating profit of the company shall be made – draft resolution: the General Meeting of the Shareholders adopts resolution for the 2006 net operating profit of the company after taxes, to the total amount of BGN 4237130,01 be distributed as follows: BGN 467132,01 – for the Reserve Fund; BGN 1270000 – for dividends. The remaining net profit of BGN 2499998 shall be used for increase of the capital in line with Art. 197 from the Commercial Act /CA/.
5. Adopting resolution for the simultaneous decrease and increase of the capital in line with Art. 203 CA and Art. 197 CA – draft resolution: Provided the proposal under item 4 of the agenda for the way of distribution of profit of the company for 2006 is accepted, the General Meeting of the Shareholders adopts a resolution for the simultaneous decrease and increase of the capital in line with Art. 203 CA and Art. 197 CA so that the decrease shall be effective only if the envisioned increase of the capital is made with the purpose of making the quotient of the amount of the capital and the number of newly-issued shares a whole number through the increase of the capital in line with Art. 197 CA. The General Meeting of the Shareholders adopts a resolution for the decrease of the capital of the company from BGN 7499996 to BGN 7499994 through the invalidation of two shares after their initial acquisition by the company itself, the company being increased simultaneously from BGN 7499994 to BGN 9999992 through the conversion of part of the 2006 profit amounting to BGN 2499998 into capital in line with Art. 197 CA by the issue of 2499998 new registered dematerialized voting shares with a par value of BGN 1 each. The new shares shall be distributed among the Shareholders proportionately to their interest in the capital of the company up to the increase without actual contribution of monetary contributions.
6. Changes in the Articles of the Company – draft resolution: the General Meeting of the Shareholders adopts the following changes in the Articles of the Company: Art. 4 is amended as follows: ‘The Company has insurance as its subject of activity, placing the following types of insurances: Accident Insurance; Illness Insurance; Land Vehicle Insurance w/o rail vehicles; Rail Land Vehicles – any damage or loss caused to rail vehicles; Aircraft – any damage or loss caused to aircraft; Cargo in Transit Insurance; Fire and Nature Forces Insurance; Insurance against Property Damages; Third Party Liability Insurance related to the possession and use of motor vehicles – any liability for damages occurring during the use of land motor vehicles; Third Party Liability Insurance related to the possession and use of aircraft – any liability for damages occurring during the use of aircraft; Third Party Liability Insurance of the Aircraft Carrier; General Third Party Liability Insurance; Credit Insurance; Travel Accident Insurance; Miscellaneous Financial Losses Insurance; Legal Expenses Insurance; Sailing Vessels Insurance; Third Party Liability Insurance related to the possession and use of sailing vessels’. Art. 8, par. 1 is amended as follows: “Company’s capital amounts to BGN 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) Bulgarian leva.’ Art. 8, par. 2 is amended as follows: ‘Company’s capital is divided into 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) inseparable registered shares with par value of BGN 1 (one) per share.’
7. Changes in the membership the Supervisory Board – draft resolution: The General Meeting of the Shareholders releases Mr. Asen Milkov Hristov, from the position member of the Supervisory Board of the Company and elects Mrs. Violeta Vasileva Darakova as member of the Supervisory Board of the Company.
8. Selection of registered auditors for year 2006 – draft resolution: The General Meeting of the Shareholders selects the registered auditors Mrs. Radka Marinova Boevska, diploma No. 0270/1994 and Mrs. Margarita Tasheva Radeva, diploma No. 0134/1992 for auditors of the Company for year 2006.
9. Release from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006 – draft resolution: The General Meeting of the Shareholders releases from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006.
10. Approval of the 2006 annual report of the Head of the Specialized Internal Control Department – draft resolution: The General Meeting of the Shareholders approves the 2006 annual report of the head of the Specialized Internal Control Department.
11. Miscellaneous.
On item 1 of the agenda, the Chairman of the Management Board, Mr. Kiril Ivanov Boshov, presented to the shareholders the report of the Management Board for the activity of the company throughout year 2006 and the Investors Relations Director, Mrs. Maya Stefanova Ivanova, presented the report of the Investors Relations Director. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders approves the report of the Management Board for the activity of the company throughout year 2006, including the report of the Investors Relations Director.
On item 2 of the agenda, the Chairman of the Management Board, Mr. Kiril Ivanov Boshov, presented to the Shareholders the report of the registered auditors in regard to the audit made of the 2006 financial statement of the Company. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders accepts the report of the registered auditors in regard to the audit made of the 2006 financial statement of the Company.
On item 3 of the agenda, the Chairman of the Management Board, Mr. Kiril Ivanov Boshov, presented to the Shareholders with the audited 2006 annual financial statement of the Company. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders accepts the 2006 annual financial statement of the Company.
On item 4 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov Hristov, presented to the Shareholders the proposal of the Management Board of the Company in regard to the way the distribution of the 2006 operating profit of the company shall be made. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders adopts resolution for the 2006 net operating profit of the company after taxes, to the total amount of BGN 4237130,01, be distributed as follows:
- - BGN 467132,01 (four hundred and sixty-seven thousand one hundred and thirty-two .01 Bulgarian leva) – for the Reserve Fund;
- - BGN 1270000 (one million two hundred and seventy thousand Bulgarian leva) – for dividends. The dividends shall be divided amongst shareholders proportionately to the shares held by them. Right to receive dividend have the persons registered as shareholders with the registers of the Central Depository AD on the 14th day after the day of the General Meeting the annual financial statement has been accepted on and a resolution has been adopted for distribution of profit. The Company shall ensure the payment of dividends be made not later than three months after the date of this General Meeting ;
- The remaining net profit of BGN 2499998 (two million four hundred and ninety-nine thousand nine hundred and ninety-eight Bulgarian leva) shall be used for increase of the capital in line with Art. 197. CA.
The General Meeting of the Shareholders empowers the Management Board of the company to make all actions necessary for the technical implementation of this resolution, as well as present the 2006 annual financial statement of the Company for filing in the Commercial Register.
On item 5 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company in regard to the nominal increase of the capital of the company in line with Art. 197 CA and the necessity of the application the procedure under Art. 203 CA for the simultaneous decrease and increase of the capital, the same being imposed in order to make the capital of the Company before the increase, divided into the number of newly-issued shares, a whole number. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
Establishing the acceptance of the annual financial statement of the Company, the General Meeting of the Shareholders adopts a resolution for the simultaneous decrease and increase of the capital in line with Art. 203 CA and Art. 197 CA so that the decrease shall be effective only if the envisioned increase of the capital is made.
The aim of the simultaneous decrease and increase of the capital is to make the capital of the Company before its increase in line with Art. 197 CA, divided into the number of newly-issued shares, a whole number.
The General Meeting of the Shareholders adopts a resolution for the decrease of the capital of the company from BGN 7499996 (seven million four hundred and ninety-nine thousand nine hundred and ninety-six Bulgarian leva) to BGN 7499994 (seven million four hundred and ninety-nine thousand nine hundred and ninety-four Bulgarian leva) through the invalidation of 2 (two) shares after their initial acquisition by the company itself, the company being increased simultaneously from BGN 7499994 (seven million four hundred and ninety-nine thousand nine hundred and ninety-four Bulgarian leva) to BGN 9999992 (nine million nine hundred and ninety-nine thousand nine hundred and ninety-two Bulgarian leva) through the conversion of part of the 2006 profit amounting to BGN 2499998 (two million four hundred and ninety-nine thousand nine hundred and ninety-eight Bulgarian leva) into capital in line with Art. 197 CA by the issue of 2499998 (two million four hundred and ninety-nine thousand nine hundred and ninety-eight) new registered dematerialized voting shares with a par value of BGN 1 (one) each. The new shares shall be allocated among the Shareholders proportionately to their interest in the capital of the company up to the increase without actual contribution of monetary contributions.
The General Meeting of the Shareholders empowers the Management Board of the company to make all actions necessary for the technical implementation of this resolution, as well as present simultaneous decrease and increase of the capital in line with Art. 203 and Art. 197 CA for filing in the Commercial Register.
On item 6 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company for changes in the Articles of the Company. изменения в устава на дружеството. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General meeting of the Shareholders changes the Articles of the Company according to the proposals of the Management Board:
Art. 4 is amended as follows:
‘The Company has insurance as its subject of activity placing the following types of insurances: Accident Insurance; Illness Insurance; Land Vehicle Insurance w/o rail vehicles; Rail Land Vehicles – any damage or loss caused to rail vehicles; Aircraft – any damage or loss caused to aircraft; Cargo in Transit Insurance; Fire and Nature Forces Insurance; Insurance against Property Damages; Third Party Liability Insurance related to the possession and use of motor vehicles – any liability for damages occurring during the use of land motor vehicles; Third Party Liability Insurance related to the possession and use of aircraft – any liability for damages occurring during the use of aircraft; Third Party Liability Insurance of the Aircraft Carrier; General Third Party Liability Insurance; Credit Insurance; Travel Accident Insurance; Miscellaneous Financial Losses Insurance; Legal Expenses Insurance; Sailing Vessels Insurance; Third Party Liability Insurance related to the possession and use of sailing vessels. Guarantees Insurance.’
Art. 8, par. 1 is amended as follows:
‘Company’s capital amounts to BGN 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) Bulgarian leva.’
Art. 8, par. 2 is amended as follows:
‘Company’s capital is divided into 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) inseparable registered shares with par value of BGN 1 (one) per share.’
§ 3 from the Transitory and Final Provision is amended as follows:
‘These Articles have been adopted at a General Meeting of the Shareholders held on 07.03.1998 and supersedes the former Articles of ‘BALKAN’ AD INSURANCE COMPANY. These Articles have been amended and supplemented at General Meetings of Shareholders held on 18.05.1998., 18.06.1998, 29.12.1999, 17.01.2000, 27.04.2001,, 20.09.2004, 06.06.2005, 17.10.2005, 21.04.2006 and 29.06.2007.’
On item 7 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov Hristov, presented to the Shareholders the proposal of the Management Board of the Company for changes in the membership of the Supervisory Board. After deliberations in accordance with the requirements of the law and taking into consideration the fact that Mrs. Violeta Vasileva Darakova has received an approval by the Financial Supervision Committee to take the position of member of the Supervisory Board of the Company, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders releases Mr. Asen Milkov Hristov from the position member of the Supervisory Board of the Company and elects Mrs. Violeta Vasileva Darakova as member of the Supervisory Board of the Company.
On item 8 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company for selection of registered auditors of the company to audit the 2007 financial statements and on behalf of EUROHOLD BULGARIA AD, shareholder, made an additional proposal for the correction of the technical mistake of the year the auditors are being chosen for. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders selects the registered auditors Mrs. Radka Marinova Boevska, diploma No. 0270/1994 and Mrs. Margarita Tasheva Radeva, diploma No. 0134/1992 for auditors of the Company for year 2007.
On item 9 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company for release from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders releases from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006.
On item 10 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov Hristov, gave the word to Mr. Mihail Tenev Tenev, Head of the Specialized Internal Control Department of the Company, who presented to the Shareholders the annual report on the activity of the department led by him throughout year 2006. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders approves the 2006 annual report of the head of the Specialized Internal Control Department.
There being no further items on the agenda, the meeting was closed at 11:30 a.m. in witness of the adoption of the resolutions above-described the Chairman, the Secretary and the tellers of the meeting signed these Minutes.
CHAIRMAN OF THE MEETING:
(Velislav Milkov)
SECRETARY OF THE MEETING:
(Violeta Darakova)
TELLERS:
(Galya Georgieva)
(Trifon Guenchev)
The General Meeting of the Shareholders empowers the Management Board of the company to make all actions necessary for the technical implementation of this resolution, as well as present the 2006 annual financial statement of the Company for filing in the Commercial Register.
On item 5 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company in regard to the nominal increase of the capital of the company in line with Art. 197 CA and the necessity of the application the procedure under Art. 203 CA for the simultaneous decrease and increase of the capital, the same being imposed in order to make the capital of the Company before the increase, divided into the number of newly-issued shares, a whole number. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
Establishing the acceptance of the annual financial statement of the Company, the General Meeting of the Shareholders adopts a resolution for the simultaneous decrease and increase of the capital in line with Art. 203 CA and Art. 197 CA so that the decrease shall be effective only if the envisioned increase of the capital is made.
The aim of the simultaneous decrease and increase of the capital is to make the capital of the Company before its increase in line with Art. 197 CA, divided into the number of newly-issued shares, a whole number.
The General Meeting of the Shareholders adopts a resolution for the decrease of the capital of the company from BGN 7499996 (seven million four hundred and ninety-nine thousand nine hundred and ninety-six Bulgarian leva) to BGN 7499994 (seven million four hundred and ninety-nine thousand nine hundred and ninety-four Bulgarian leva) through the invalidation of 2 (two) shares after their initial acquisition by the company itself, the company being increased simultaneously from BGN 7499994 (seven million four hundred and ninety-nine thousand nine hundred and ninety-four Bulgarian leva) to BGN 9999992 (nine million nine hundred and ninety-nine thousand nine hundred and ninety-two Bulgarian leva) through the conversion of part of the 2006 profit amounting to BGN 2499998 (two million four hundred and ninety-nine thousand nine hundred and ninety-eight Bulgarian leva) into capital in line with Art. 197 CA by the issue of 2499998 (two million four hundred and ninety-nine thousand nine hundred and ninety-eight) new registered dematerialized voting shares with a par value of BGN 1 (one) each. The new shares shall be allocated among the Shareholders proportionately to their interest in the capital of the company up to the increase without actual contribution of monetary contributions.
The General Meeting of the Shareholders empowers the Management Board of the company to make all actions necessary for the technical implementation of this resolution, as well as present simultaneous decrease and increase of the capital in line with Art. 203 and Art. 197 CA for filing in the Commercial Register.
On item 6 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company for changes in the Articles of the Company. изменения в устава на дружеството. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General meeting of the Shareholders changes the Articles of the Company according to the proposals of the Management Board:
Art. 4 is amended as follows:
‘The Company has insurance as its subject of activity placing the following types of insurances: Accident Insurance; Illness Insurance; Land Vehicle Insurance w/o rail vehicles; Rail Land Vehicles – any damage or loss caused to rail vehicles; Aircraft – any damage or loss caused to aircraft; Cargo in Transit Insurance; Fire and Nature Forces Insurance; Insurance against Property Damages; Third Party Liability Insurance related to the possession and use of motor vehicles – any liability for damages occurring during the use of land motor vehicles; Third Party Liability Insurance related to the possession and use of aircraft – any liability for damages occurring during the use of aircraft; Third Party Liability Insurance of the Aircraft Carrier; General Third Party Liability Insurance; Credit Insurance; Travel Accident Insurance; Miscellaneous Financial Losses Insurance; Legal Expenses Insurance; Sailing Vessels Insurance; Third Party Liability Insurance related to the possession and use of sailing vessels. Guarantees Insurance.’
Art. 8, par. 1 is amended as follows:
‘Company’s capital amounts to BGN 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) Bulgarian leva.’
Art. 8, par. 2 is amended as follows:
‘Company’s capital is divided into 9 999 992 (nine million nine hundred and ninety-nine nine hundred and ninety-two) inseparable registered shares with par value of BGN 1 (one) per share.’
§ 3 from the Transitory and Final Provision is amended as follows:
‘These Articles have been adopted at a General Meeting of the Shareholders held on 07.03.1998 and supersedes the former Articles of ‘BALKAN’ AD INSURANCE COMPANY. These Articles have been amended and supplemented at General Meetings of Shareholders held on 18.05.1998., 18.06.1998, 29.12.1999, 17.01.2000, 27.04.2001,, 20.09.2004, 06.06.2005, 17.10.2005, 21.04.2006 and 29.06.2007.’
On item 7 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov Hristov, presented to the Shareholders the proposal of the Management Board of the Company for changes in the membership of the Supervisory Board. After deliberations in accordance with the requirements of the law and taking into consideration the fact that Mrs. Violeta Vasileva Darakova has received an approval by the Financial Supervision Committee to take the position of member of the Supervisory Board of the Company, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders releases Mr. Asen Milkov Hristov from the position member of the Supervisory Board of the Company and elects Mrs. Violeta Vasileva Darakova as member of the Supervisory Board of the Company.
On item 8 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company for selection of registered auditors of the company to audit the 2007 financial statements and on behalf of EUROHOLD BULGARIA AD, shareholder, made an additional proposal for the correction of the technical mistake of the year the auditors are being chosen for. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders selects the registered auditors Mrs. Radka Marinova Boevska, diploma No. 0270/1994 and Mrs. Margarita Tasheva Radeva, diploma No. 0134/1992 for auditors of the Company for year 2007.
On item 9 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov, presented to the Shareholders the proposal of the Management Board of the Company for release from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders releases from liability of the members of the Supervisory and the Management Board in regard to their activity throughout year 2006.
On item 10 of the agenda, the Chairman of the General Meeting, Mr. Velislav Milkov Hristov, gave the word to Mr. Mihail Tenev Tenev, Head of the Specialized Internal Control Department of the Company, who presented to the Shareholders the annual report on the activity of the department led by him throughout year 2006. After deliberations in accordance with the requirements of the law, the General Meeting of the Shareholders, with unanimity of the represented 5 334 151 shares (no ‘abstained’ and ‘against’ votes), took the following
RESOLUTION:
The General Meeting of the Shareholders approves the 2006 annual report of the head of the Specialized Internal Control Department.
There being no further items on the agenda, the meeting was closed at 11:30 a.m. in witness of the adoption of the resolutions above-described the Chairman, the Secretary and the tellers of the meeting signed these Minutes.
CHAIRMAN OF THE MEETING:
(Velislav Milkov)
SECRETARY OF THE MEETING:
(Violeta Darakova)
TELLERS:
(Galya Georgieva)
(Trifon Guenchev)