Contact: Anton Filipov, “Investor Relations” Director at CCB PLC
Tel: (+359 2) 9266 570
The shares of the bank are book-entry, registered, whereas each share gives one vote at the General Meeting of Shareholders. The right to vote at the General Meeting occurs with the full payment of the issue value of each share and after entering the capital increase in the Companies Register. The right to vote is exercised by the persons, entered as shareholders in the registers of the Central Depository 14 days before the date of the General Meeting. The share gives right to dividend and the right of a liquidation share, commensurate with the share nominal value. The right to receive dividend belongs to the persons, entered as shareholders in the registers of the Central Depository AD on the 14-th day after the day of the General Meeting, at which the annual financial statements were approved and a decision was taken for profit allocation.
The conclusion of transactions with shares of CCB PLC is strictly and in detail regulated by the provisions of the Public Offering of Securities Act and the by-laws, associated with the act implementation, the rules of “Bulgarian Stock Exchange - Sofia” AD and of Central Depository AD.
The secondary trade with shares of CCB PLC is performed only at “Bulgarian Stock Exchange - Sofia” AD via the respective licensed investment intermediary. In order to buy or sell shares on the stock exchange, the investors submit a “buy”or “sell” order to the investment intermediary, of which they are clients. After the conclusion of a stock exchange transaction the investment intermediary carries out the necessary activities for the registration of the transaction at the Central Depository AD and performance of the transaction settlement (the performance of the concluded transaction),with which the shares are transferred from the account of the “seller” to the account of the “buyer”.
An exception from the rule that the commerce with company shares is performed only on the stock exchange exists with regard to the purchase – sale of shares, concluded in advance directly between the parties. In order to effect the transfer of the shares at the Central Depository AD the persons, who are parties under the transaction, shall present the respective data and documents to a licenses investment intermediary, performing activity as a registration agent. The investment intermediary announces information about the transaction in the way, specified in Regulation 1287/2006/EC or registers (announces) the transaction on the “Bulgarian Stock Exchange - Sofia” АD and performs the necessary activities for the registration of the transaction at the Central Depository AD and for the transaction clearing. In an analogous way – via the investment intermediary – registration agent, the transfer of shares in case of donation and inheritance is effected.
The Management Board of Central Cooperative Bank Plc, Sofia (CCB Plc), on the grounds of Art.223 CA, calls a regular annual General meeting of the shareholders (GMS) on 28.06.2013 at 10,00 a.m. in the building of CCB Plc, Sofia, 103 G.S.Rakovski st, under the following agenda:
1. A report on the activity of CCB Plc for 2012; draft decision: GMS accepts the report on the activity of the Bank in 2012;
2. A report of the specialized auditing company; draft decision: GMS accepts the report of the specialized auditing company;
3. An approval of the annual financial statements and the annual consolidated financial statements for 2012 and a proposal for profit allocation; draft decision: GMS approves the annual financial statements and the annual consolidated financial statements for 2012 and takes a decision for transferring the profit to the Reserve fund;
4. A report on the activity of the Internal Audit Department in 2012; draft decision: GMS approves the report for the activity of the Internal Audit Department in 2012;
5. A report by the investor relations director about his activity in 2012; draft decision: GMS approves the report of the investor relations director about his activity in 2012;
6. Releasing from responsibility the members of the Supervisory Board, the Management Board and the Procurator about their activity in 2012; draft decision: GMS releases from responsibility the members of the Supervisory Board, the Management Board and the Procurator about their activity in 2012;
7. Changes in the company articles of association; draft decision:
The General Meeting amended the Bank articles of association, as follows:
A new Art. 14 is created, as follows:
„Art. 14 (new 06.2013) (1) At the decision of the General Meeting of the Shareholders or of the Management Board, within the authorization under Art. 21, para. 1, p. 2 of the Articles of Association, in the presence of a subsequent approval by the Supervisory Board, the Bank may issue privileged shares, with a term or without any term, with a guaranteed and/or additional and/or accruing dividend, with a privilege for repurchase, as well as with all other privileges, allowed under the effective legislation. The Bank shall not issue privileged shares, authorizing more than one vote or of an additional liquidation share.
(2) At the decision of the General Meeting or of the Management Board, within the authorization under Art. 21, para. 1, p. 2 of the articles of association, the Bank may issue privileged shares without a voting right, giving rights under para. 1, sentence one.
A new Art. 15 is created, as follows:
Art. 15 (new 06.2013) The shares with equal rights form a separate class of shares.”
Article 21, para. 1, p.2 is amended, as follows:
„2. (supplemented 12.2007, amended 10.2008, supplemented 06.2013) The General Meeting increases and decreases the capital. On the grounds of Art. 196 of CA, it authorizes the Management Board, upon the respective implementation of p.7 and Art. 37, para. 2 of the articles of association and the presence of a subsequent approval by the Supervisory Board, within 5 (five) years of the registration of the amendment of the articles of asscoaition in the Companies Register, to take decisions about a company capital increase via the issuance of new ordinary and/or privileged shares with a total nominal value for the specified term up to BGN 90 000 000 (ninety million), issued only as a result of converting the instruments under p.7, whereas it can limit or exclude the right of the shareholders under Art. 194 of CA and Art. 112, para. 1, sentence one of POSA with the aim of ensuring the rights of the holders of convertible bonds, warranties and in the other cases allowed by the legislation (if applicable) to convert their bonds and other financial instruments into shares.”
Article 21, para. 1, p.7 is amended, as follows:
„7.(amended ’02; amended 06.2005; amended 06.2013) approves the issuance of bonds, respectively the bonds conversion into shares, in keeping with the regulatory determined competence and hypotheses in CA and POSA. It authorizes the Management Board, in the respective implementation of Art. 37, para. 2 of the articles of association and the presence of a subsequent approval by the Supervisory Board, within 5 (five) years, as from the date of registration of the amendment of the articles of association in the Companies Register, to take decisions for the issuance of convertible debt–equity (hybrid) instruments, including convertible loans, convertible bonds and instruments, which correspond to the requirements of tier and tier two capital, in keeping with the applicable legislation, concerning the capital adequacy of the credit institutions (Ordinance № 8 of BNB), to the total amount for the specified term up to EUR 45 000 000 (forty-five million) or the equivalent amount in another currency. In the decision for issuing the instruments the Management Board determines the term, the conditions and the procedures for converting the instruments into shares /including the conversion ratio / and the transaction counterparty, when applicable, whereas it determines also all the other parameters and circumstances, determined in the regulations or necessary for effecting the conversion.”
Article 29, para. 2 is amended, as follows:
/2/ (amended 06.2009, amended 06.2013) The members of the Supervisory Board are elected by the General Meeting for a term of five years and may be relected without limitation. The persons under sentence one may be elected after the preliminary approval by BNB.
Article 34, para. 3 is amended, as follows:
/3/ (amended 06.2003, amended 06.2013) The members of the Management Board are elected by the Supervisory Board for a term of five years. They may be reelected without any limitation, as well as to be released or replaced at any time by the Supervisory Board.
In Art. 37a new para. 2 is introduced, as follows:
„/2/ (new 06.2013) In the decisions under Art. 21, para. 1, p. 2, respectively, Art. 21, para. 1, p. 7 the Management Board determines: the amount and the purposes of the financing; the number and the type of the new shares, respectively, other financial instruments, the rights and privileges associated with these financial instruments; the term and the conditions for transferring the rights in the sense of § 1, p. 3 of POSA, issued against the existing shares; the term and the conditions for subscribing the new shares / other financial instruments; the amount of the issue value (including other than the nominal value) and the term and the conditions for the payment of the issue value; the investment intermediary, to which the realization of the subscription is assigned (when applicable); as well as it determines all the other parameters and circumstances, intended in the regulations or necessary for the realization of the respective issues of debt –equity (hybrid) instruments, respectively, shares.”
8. Election of the members of the Supervisory Board; draft decision: GMS elects the members of the Supervisory Board, according to the intended issues in the materials under the agenda of GMS.
9. Determining the amount of the remuneration and the guarantees for management of the members of the Supervisory and Management Board and the term, for which they are due; draft decision: GMS determines the amount of the remuneration and the guarantees for management of the members of the Supervisory and Management Board of the company and the term, for which they are due;
10. Election of a specialized auditing company for 2013; draft decision: GMS elects “Deloitte Audit” OOD, UIC 121145199, as a specialized auditing company, which carries out an audit of the annual financial statements of the Bank for 2013.
11. Election of the members of the audit committee; draft decision: GMS elects members of the audit committee, according to the intended issues in the materials under the agenda of GMS;
All the company shareholders are invited to participate personally or via a representative.
During the meeting the shareholders are entitled to raise issues associated with all points of the agenda, as well as other issues, concerning the activity and the state of the company, issues, no matter they have been specified in the agenda of the meeting.
On the day of the meeting each shareholder may make proposals for solution of the issues, included in the agenda of GMS and the deadline for exercising this right is till the end of the discussions of the respective point during GMS.
The persons, who own together or separately at least 5 % of the capital of CCB Plc, may demand the inclusion of issues and propose solutions to already included issues in the agenda of the general meeting by the procedurtes of Art.223а of the Commerce Act /CA/. Not later than 15 days before the opening of GMS these shareholders shall present for announcement in the Companies Register a list of the questions, which are included in the agenda and the proposals for solution. With the announcement in the Companies Register the issues are considered included in the proposed agenda. As late as the next workday after the announcement the shareholders present the list of questions, the proposals for solutions and the written materials at the head-office and address of administration of the company, as well as at the Financial Supervision Commission.
For registration and participation in GMS the shareholders – individuals present an identity document. For the shareholder – legal entities it is necessary to present an original of the actual certificate of the commercial registration and an identity document of the legal representative, present at the meeting.
The shareholders of the company are entitled to auhtorise any individual or legal entity to participate and vote at GMS on their behalf. A member of the MB and SB of the company may represent a shareholder, only if the latter explicitly specified in the POA the way of voting under each of the points of the agenda.
The proxy has the same rights to give an opinion and to ask questions at GMS, as the shareholder, represented by him/her. The proxy shall exercise the voting right in keeping with the instructions of the shareholder, contained in the POA. The proxy may represent more than one shareholder at GMS. In this case the proxy may vote in a different manner concerning the shares, held by the distinct shareholders, which he/she represents.
In case a shareholder is represented at GMS by a proxy, the presentation of an identity document by the proxy and an original of the explicit written power of attorney, certified by notary public, issued by the shareholder for the specific event with the contents under Art. 116, para. 1 of POSA are necessary. In case the shareholder is a legal entity, the proxy presents additionally an original of the up-to-date certificate of commercial registration of the shareholder –authoriser.
In case a shareholder is represented at GMS by a proxy – legal entity, an identity document of the representative of the proxy is presented, an original of the up-to-date certificate of the commercial registration of the proxy, an orgininal of the up-to-date certificate of the commercial registration of the shareholder – authorizer /if applicable / and an original of the respective explicit written power of attorney, certified by notary public with the contents of Art. 116, para. 1 of POSA.
The proxies to represent shareholders at GMS, shall inform CCB Plc about that and present at the address of administration of the company the original of the POA as late as one work day before the day of GMS.
The POA shall be for the specific GMS to be explicit and to specify at least: the data of the shareholder and the proxy; the number of the shares, to which the POA refers; the agenda of the issues, proposed for discussion at GMS; the proposals for solution for each of the issues, included in the agenda; the way of voting for each of the issues, or specifying that the proxy has the right of discretion whether and in what way to vote; the date and signature.
Together with the materials for GMS, CCB Plc provides a sample of the power of attorney on a paper and electronic carrier. The sample is available at the company web site: www.ccbank.bg.
The power of attorney, issued in breach of the rules of Art. 116, para. 1 of POSA, as well as the reauthorization with the rights under the issued power of attorney, shall be null and void.
The company provides the possibility the authorization to be performed via the use of electronic means. In this case, the power of attorney shall be signed autographically, scanned and signed, as an electronic document, with a qualified electronic signature of the authorizer, in the sense of the Law on the Electronic Document and the Electronic Signature / it shall be proceeded in an analogous manner upon any withdrawal of the power of attorney /. The power of attorney drawn up in this way, together with the explicit notification by the authorizer about the performed authorization electronically, shall be sent to the company via email at: email@example.com. To the electronic notification of authorization the authorizer attaches scanned originals of: power of attorney, prepared according to the sample affirmed by the company; certificate of actual registration (if applicable). All the electronic copies of the documents shall be signed with a qualified electronic signature of the shareholder– authoiser (for individuals), or of the legal representative of the shareholder – authorizer (for legal entities).
The certificate of the commercial registration, as well as the power of attorney for representation at the General Meeting, issued in a foreign language, shall be, if necessary, according to the effective legislation in the Republic of Bulgaria, certified by an apostille, respectively legalized, and translated into Bulgarian by a sworn translator. The Bulgarian translation shall be considered true and correct.
According to the company articles of association, voting via correspondence or electronic means shall not be allowed.
The Management Board of CCB Plc informs that the total number of the shares, respectively, the total number of voting rights at the general meeting of the shareholders of the company as at the date of the decision of the board to call the general meeting – 09.05.2013, is 113 154 291. On the grounds of Art. 115b, para. 1 of POSA the voting right at the general meeting is exercised by persons, entered in the registers of the Central Depository as company shareholders 14 days before the date of the general meeting. Consequently, the right to participate and vote at the general meeting of the shareholders called on 28.06.2013 belongs only to the persons, entered as company shareholders on 14.06.2013.
The written materials associated with the points from the agenda of the meeting are at the disposal of the shareholders at the company address of administration: Sofia, 103 G.S.Rakovski st., each workday from 8:30 a.m. to 17:30 p.m. The invitation with the written materials, as well as the conditions and procedures for obtaining POAs via electronic means, are published at the web site of CCB Plc /www.ccbank.bg/ from the announcement of the invitation in the Companies Register to the end of the general meeting.
The registration of the shareholders shall be made on the day of the general meeting from 9:00 to 10:00 a.m.
Upon the lack of a quorum, on the grounds of Art. 227 CA, the general meeting will take place on 16.07.2013 at 10,00 a.m. at the same place, under the same agenda and under the same requirements and registration procedure. Points by the procedures of 223а of CA shall not be included in the agenda of the new meeting.
The auditors of the bank are Deloitte Audit OOD .
Notification of the initial public offering of shares of
CENTRAL COOPERATIVE BANK PLC
The risks, concerning the activity of the issuer and investing in the securities of the issuer have been specified in detail in the prospectus. The investors may acquaint themselves with the prospectus for the public offering of the shares of Central Cooperative Bank Plc, consisting of a Resume, the Registration document and the Document of the offered securities, each working day from 9.30 a.m. to 17.30 p.m. in the office of Central Cooperative Bank Plc, the city of Sofia, 103 G.S.Rakovski str., tel. 981 73 94, contact person: Zdravko Vasilev, and in the office of the investment intermediary Central Cooperative Bank Plc, the city of Sofia, 103 G.S.Rakovski str., web site:www.ccbank.bg, tel. 981 73 94, contact person: Zdravko Vasilev, every working day from 9.00 a.m. to 17.30 p.m. The prospectus and the additional public information about Central Cooperative Bank Plc may be obtained from the public register of FSC (www.fsc.bg), as well as from “BSE – Sofia” AD.
Application (64.0 KB)
In December 2010 the Bulgarian Credit Rating Agency awarded to Central Cooperative Bank Plc a long-term credit rating, grade: BBB, outlook: stable and a short-term rating: А-2.
The awarded investment grade rating concerns the stable positions of the Bank, its high liquidity, the deployment of the client base and the attracted funds, along with excellent financial results.
BCRA is a Bulgarian credit agency, licensed by the Financial Supervision Commission to award credit ratings, used in the methodologies of FSC to determine the minimum conditions, with which banks comply, accepting deposits from pension social security companies on the Bulgarian market. BCRA is the only Bulgarian credit agency in the list of candidates for license from the Committee of European Securities Regulators (CESR) and capable of awarding ratings, used by the committee in its requirements and valid on the territory of the European Union.
Certificate (504.2 KB)