PROXY – SAMPLE
/ legal entity /
The undersigned, ..........................., Unified Civil Number................, holding an identification document No..........., issued on ..............., in my capacity of a representative of ….................., with registered business seat and address of management „................”, St, ….floor, ………… city, UIC (unified identification code) …………….. - a shareholder holding …………………. (…………………) (.....................................) nominal, dematerialized shares with voting rights from the capital of „CHIMIMPORT” AD, UIC: 000627519 on the grounds of article 226 of the Commercial Act with reference to article116 paragraph 1 of The Law on Public offering of Securities,
AUTHORIZE
In case of a proxy holder – individual |
………………………, Unified Civil Number ………………………, ID card № ……………., issued by MIA - …………. on.......................г., with address: No ………………. St, …. floor, app. ……, city ……….., |
or
In case of a proxy holder – legal entity |
……………………, with registered business seat and address of management ………………………, No ………………. St, ….floor, ………… city, UIC (unified identification code) …………….., represented by …………………………, Unified Civil Number....................., holding an identification document No ……………….., issued on …………… by …………………………, with address: No ………………. St., …. floor, app. ……, city ……….., in his/her capacity of..................................... |
to be our agent for the purpose of representing the company, managed by me at the ordinary attendance session of the Annual General Meeting of the Shareholders of „CHIMIMPORT” AD, which will take place on 27 July 2016 at 16.00 and in case of lack of quorum – on 12 August 2016 at 16.00 in the city of Sofia, No 2. «Stefan Karadja» str.,and vote with ………….. shares from the capital of “CHIMIMPORT” AD hold by the Company……………… on the issues on the agenda as specified below, namely:
1. Approving the Annual Activity Report of the Managing board of Chimimport for 2015. Draft resolution: General Meeting approves the Annual Report of managing board of Chimimport for 2015
2. Approving the Independent Auditor’s report on the Annual Separate Financial Statements for 2015. Draft resolution: General Meeting approves the Independent Auditor’s report on the Annual Separate Financial Statements for 2015.;
3. Approving the Annual Separate Financial Statements for 2015. Draft resolution: General Meeting approves the Annual Separate Financial Statements for 2015;
4. Approving the Annual Consolidated Activity Report of the Managing board of Chimimport for 2015. Draft resolution: General Meeting approves the Annual Consolidated Report of managing board of Chimimport for 2015;
5. Approving the Independent Auditor’s report on the Annual Consolidated Financial Statements for 2015. Draft resolution: General Meeting approves the Independent Auditor’s report on the Annual Consolidated Financial Statements for 2015;
6. Approving the Annual Consolidated Financial Statements for 2015. Draft resolution: General Meeting approves the Annual Consolidated Financial Statements for 2015;
7. Approving the Report on the activities of the Audit committee for the year 2015.. Draft resolution: General Meeting approves the Report on the activities of the Audit committee for the year 2015.
8. Payment of guarantee dividend on privilege shares issued 2009. Draft resolution: – General Meeting adopts a resolution about payment of guarantee dividend on privilege shares issued 2009 based on the year’s profit, according to that contained in the agenda materials offer;
9. Adopting a decision for distribution of the Company’s profit generated in 2015. Draft resolution: General Meeting distribute dividends to shareholders, that hold ordinary shares of the company, including received by the transferee as a result of the conversion of preference shares into ordinary shares, according to the proposal for a decision of the Management Board of the Company contained in the materials for the meeting.
10. Releasing of responsibilities of the members of Management Board and Supervisory Board of the Company, for their activities for the year 2015. Draft resolution: General meeting release of responsibilities, the members of Management Board and Supervisory Board of the Company, for their activities for the year 2015
11. Election of a certified auditor for 2016. Draft resolution: General meeting approves the decision for election of certified auditor for 2016 in accordance with the proposal of Management Board, namely specialized auditor company Grant Thornton, to verify and certify the annual financial statements and consolidated financial statements of "Chimimport" AD 2016.;
12. Changes in Articles of Association. Draft resolution: The General meeting approves the changes in the Articles of Association , in accordance with the proposal of Management Board.
13. Re – election of the members of audit committee of Chimimport AD. Draft resolution: The General meeting approves decision to re-elect present members of Audit committee and sets up the new tree– year mandate of Audit committee
14. Adopting and approving Report on the application of the remuneration policy for members of the Supervisory Board and the Managing Board of Chimimport AD. Draft resolution: General Meeting received and approve the Report on the application of the remuneration policy for members of the Supervisory Board and the Managing Board of Chimimport AD.
The proxy to participate in voting on agenda items and vote on them as follows:
Under p. 1 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving the Annual Activity Report of Managing board of Chimimport for 2015
Under p. 2 of the agenda: To vote .................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
аpproving the Independent Auditor’s report on the Annual Separate Financial Statements for 2015;
Under p. 3 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving the Annual Separate Financial Statements for 2015г.;
Under p. 4 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving the Annual Consolidated Activity Report of Managing board of Chimimport for 2015;
Under p. 5 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving the Independent Auditor’s report on the Annual Consolidated Financial Statements for 2015.
Under p. 6 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving the Annual Consolidated Financial Statements for 2015.
Under p. 7 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
Approving the Report on the activities of the Audit committee for the year 2015
Under p. 8 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving a decision of payment of guarantee dividend on privilege shares issued 2009, namely:
„1. The General Meeting decides to pay a guaranteed dividend on preference shares issued in 2009 with 9% guaranteed dividend and guaranteed liquidation share and no voting right, mandatory convertible into ordinary shares ("Preference shares") payable under the terms of Preference shares contained in the prospectus for public offering and admission to trading of Preference shares, approved by decision of 22 April 2009 of Financial Supervision Commission as follows:
/а/ The Company shall pay a guaranteed dividend to the holders of preferred shares as of the date of mandatory conversion in compliance with the prospectus of the issue in 2009 or to the acquirers of preferred shares as of 15.06.2016 (the last date for settlement of the preferred shares);
/b/ The guaranteed dividend, accruing to a Preference share for 2015 amounts to 0.1998 lev (nineteen and ninety-eight stotinkas), the total amount of guaranteed dividend for 2015 on Preference shares under " a " above amounts to 17,736,380 lev (seventeen million seven hundred and thirty-six thousand three hundred eighty lev);
/c/ The guaranteed dividend is payable within 3 months from the date of this General Meeting, as required by the regulations and rules of the Central Depository. Shareholders having client accounts at investment intermediaries will receive a guaranteed dividend by the relevant investment intermediary, and for shareholders without accounts at investment intermediaries - by the "Central Cooperative Bank" AD branches in the country.
2. The General Meeting authorizes the executive directors of the Company to take all necessary legal and factual actions to implement the decision in the previous item 1.”
Under p. 9 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
adopting a decision for distribution of the Company’s profit generated in 2015, namely:
„1. General Shareholders Meeting to distribute dividends to shareholders holding ordinary shares of "Chimimport" AD, incl. received by acquirers as a result of the conversion of owned preference shares into ordinary shares
General Shareholders Meeting adopts a resolution to pay a dividend to shareholders on the issued ordinary shares of the Company, including received by acquirers as a result of the conversion of owned preference shares into ordinary shares, distributed as part of the profit for 2015 of gross dividend of 0.045 lev (four and a half stotinkas) for one ordinary share, the total amount of the dividend for 2015 amounts to 10,784,082 lev (ten million seven hundred and eighty-four thousand and eighty-two lev). Right to dividend are holders of ordinary of shares as at 14th day after the date of the general meeting.
The conditions of payment of dividends on ordinary shares of the company are the same as the conditions under paragraph 8.1., point "c"
2. The remaining balance of the net profit of the Company for 2015, amounting to 40 255 269.46 lev (forty million two hundred and fifty-five thousand two hundred sixty-nine lev and forty-six stotinkas), according to the Annual Financial Statements of the Company for 2015 after deduction of the amount due for payment of the guaranteed dividend for 2015 on Preference shares of the Company, as decided by the the General Meeting in item eighth of the agenda, and after deduction of the amount due for payment of the dividend on ordinary shares of the Company to be referred as undistributed positive financial result (profit).”
Under p. 10 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
releasing of responsibilities, the members of Management Board and Supervisory Board of the Company, for their activities for the year 2015;
Under p. 11 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving the decision for election of certified auditor for 2016 in accordance with the proposal of Management Board, namely specialized auditor company Grant Thornton, to verify and certify the annual financial statements and consolidated financial statements of "Chimimport" AD 2016.
Under p. 12 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
approving changes in Articles of Association, in accordance with the proposal of Management Board.
Under p. 13 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
re-electing for another term of three (3) years of the current members of the Audit Committee of "Chimimport" AD;
Under p. 14 of the agenda: To vote.................................................................
(“For”, “Against”, “in his/her judgment”, “Abstained”)
adopting and approving Report on the application of the remuneration policy for members of the Supervisory Board and the Managing Board of Chimimport AD.
The proxy holder/Agent shall be obliged to vote according to the instructions as given above. In the cases of instructions for voting “Against”, “in his/her judgment” and “restrained” the proxy holder/Agent shall have/shall not have the right to make additional suggestions under the items of the Agenda in his/her judgment. The representation includes/does not include items that are included in the Agenda under the conditions provided in article 231, paragraph 1 of the Commercial Law and were not proclaimed according to article 223 and article 223a of the Commercial Law. In the cases included in article 231, paragraph 1 of the Commercial Law the Representative/Agent shall have/shall not have the right to decide if and how to vote. In the cases included in article 223a of the Commercial Law the proxy holder/Agent shall have/shall not have the right to decide if and how to vote, as well as to make/ not to make suggestions for resolutions under the additionally included items in the Agenda.
According to article 116, paragraph 4 of the Law on Public Offering of Securities reauthorization with the rights specified above shall be invalid..
PRINCIPAL:
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