Invitation for convocation of an extraordinary attendance session of the Annual General Assembly of the shareholders of Monbat AD

Corporate
June 15, 2020

The Board of Directors, pursuant to article 223 (i) of the Commercial Act convenes am extraordinary General Assembly of the Company's shareholders on 22.07.2020 at 10 am at the following address: Sofia, 1, Gurko str, Grand Hotel Sofia, Triaditza Hall:
1.    Adopting a resolution for releasing Evelina Pavlova Slavcheva from her position as member of the Board of Directors of the Company. Draft Resolution: The General Assembly of the Shareholders releases from her position as member of the Board of Directors of the Company Evelina Pavlova Slavcheva.

2.    Adopting a resolution for election of Dimitar Nikolov Kostadinov as a new member of the Board of Directors of the Company. Draft Resolution: The General Assembly of the Shareholders elects Dimitar Nikolov Kostadinov as a new member of the Board of Directors of the Company, who shall continue the mandate term of the released member of the Board of Directors of the Company.

3.    Adopting a resolution for set up the remuneration of the new elected member of the Board of Directors. Draft Resolution: The General Assembly of the Shareholders sets up the remuneration of the new elected member of the Board of Directors.

4.    Adopting a resolution for set up the guarantee of the new elected member of the Board of Directors. Draft Resolution: The General Assembly of the Shareholders sets up the guarantee of the new elected member of the Board of Directors.


All shareholders of the company are invited to participate personally or by proxy in the General Assеmbly. Written materials for the Assembly are available for the shareholders at the Company’s office Sofia, 32A Cherni vrah Blvd. from 10.00 to 16.00.
The invitation together with the written materials under the items from the agenda for the Assembly shall be posted on the website of Monbat AD - www.monbatgroup.com for the period from the promulgation of the invitation in the Commercial Register until the end of the General Assembly.

Persons holding together or separately at least 5 percent of the voting rights of Monbat AD can request inclusion of items and suggest resolutions for already included items in the agenda for the General Assembly under the procedure of Art. 223a of the Commercial Act.
Not later than 15 days prior to the opening of the General Assembly those shareholders shall present for announcement in the Commercial Register a list of the items to be included in the agenda and the draft resolutions. With the announcement in the Commercial Register the items shall be agenda. Latest on the following business day after the announcement in the Commercial register  the shareholders shall present the list of items, draft resolutions and the written materials upon the registered seat and management address of the company as well as to the Financial Supervision Commission.

During the General Assembly, the shareholders of the company shall have the right to raise questions on all items from the agenda as well as questions regarding the economic and financial state and the commercial activity of the company, irrespective if the latter are related to the agenda.

In case of lack of quorum on the firs announced date for the General Assembly, on the grounds of Art. 227, para. 3 of the Commercial Act the General Assembly will be held on 06.08.2020 at 10 am at the same place and under the same agenda. In the agenda for the new session cannot be included items under the procedure of Art. 223a of the Commercial Act.


Registration of the shareholders will be made on the date of the General Assembly from 09.00 until 09.50.


For registration and participation in the General Assembly individuals - shareholders shall present a personal identification document. Legal entities - shareholders shall present an original of a current certificate for a commercial registration as well as an identification document for the representative by law.


Proxy Voting Rules: In case of representation of a shareholder at the General Assembly, on the grounds of the provision of Art.21, paragraph 3 of the company’s Articles of Association and the Proxy Voting Rules, adopted by the Board of Directors it will be necessary to be also presented an explicit, notary signed proxy for the particular General Assembly with the contents under Art. 116, para. 1 of the Law on Public Offering of Securities. In the cases when the legal entity is not represented by its legal representative, the proxy holder shall present an identification document, original of a current certificate for a commercial registration of the respective company - shareholder and an explicit, notary signed proxy for the particular General Assembly with the contents under Art. 116, para. l of the Law on Public Offering of Securities.


In case of representation of a company’s shareholder by a legal entity - proxy holder, except for an identification document for the proxy holder, representing the company shall be also presented an original of a current certificate for a commercial registration of the respective company - proxy and an explicit, notary signed proxy for the particular General Assembly with the contents under Art. 116, para. 1 of the Law on Public Offering of Securities. On the grounds of Art. 116, para. 4 of the Law on Public Offering of Securities reauthorization with the rights given to the representative according to the proxy as well as a proxy given in violation of the provision of Art. 116, para. 1 of the Law on Public Offering of Securities shall be invalid. The certificate for commercial registration as well as the proxy for representation at the General Assembly of the Shareholders issued in a foreign language must be presented together with a legalized translation in Bulgarian language in accordance with the provisions of the existing legislation. In case of any discrepancy between the texts, the data in the Bulgarian translation shall be considered as true.

The Board of Directors of Monbat AD presents a sample of the written proxy on paper and in electronic version together with the materials for the General Assembly. The  proxy sample shall also be available on the website of the company www.monbatgroup.com. Upon request, a sample of the written proxy shall be presented also after convocation of the ordinary session of the General Assembly of the Shareholders. Monbat AD shall receive and accept for valid announcements and proxies by electronic means on the following electronic mail: investorrelations@monbat.com as the electronic announcements should be signed with an universal electronic signature (UES) on the part of the authorizer and an electronic document (electronic image) of the proxy is enclosed to them which also has to be signed with an universal electronic signature (UES) on the part of the authorizer.


Voting rights at the General Assembly of the shareholders may also be exercised prior to the date of the General assembly through correspondence, by using mail, including electronic mail and courier in accordance with the company’s Rules for Voting through Correspondence which are posted on the Company’s website www.monbatgroup.com.

The Board of Directors of Monbat AD informs that the total number of company’s shares and voting rights at the General Assembly by the date of the decision of the Board of Directors for convocation of the General Assembly – 03.06.2020 is 39 000 000 shares.


In compliance with article 115 ”b”, paragraph 1 of the Public Offering of Securities Act, the right to vote in the General Assembly shall be exercised by persons who have been registered as holders of voting rights with the registers of "Central Depository" AD 14 (fourteen) days prior to the date of conducting the General Assembly of shareholders. The date set forth in the previous sentence for the extraordinary session of the General Assembly of shareholders of Monbat AD, convened for 22.07.2020 is 08.07.2020. Only persons registered as holders of voting rights shall be authorized to take part in and vote at the General Assembly. In case of lack of quorum at the first published date, at the second published date -  06.08.2020, the right to vote in the General Assembly of shareholders shall be exercised by persons who have been registered as holders of voting rights with the registries of "Central Depository" AD 14 (fourteen) days prior to the second date of the General Assembly of shareholders. The date set forth in the previous sentence in case of absence if quorum for the second regular session of the General Assembly of shareholders is 23.07.2020. Only persons registered as holders of voting rights at that date shall have the right to take part in and vote at the General Assembly.

For Monbat AD:

Petar Hristov Petrov, Procurator