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24-03-2022 - Invitation and materials for a GSM

Company: Stock Plus AD-Bankya (STKP)
Stock Plus AD appointed a regular General Meeting of Shareholders on 27 April 2022 at 3:00 pm in the city of Sofia at 31 Exarch Joseph St., floor 2, under the following agenda:
- Report of the managing bodies on the company's activity in 2021
- Adoption of the 2021 annual financial report of the company
- Report of the registered auditor on the 2021 audit
- Report of the Audit Committee on 2021
- Report of the Investor Relations Director on 2021
- Report on the implementation of the remuneration policy for the members of the managing bodies
- Release from liability of the members of the managing bodies for their activity in 2021
- Release from liability of Vladislav Panev for his activity as a Board member from 01 January till 16 April 2021
- Election of a registered auditor for 2022
- Changes within the Audit Committee and fixing the remuneration to its members
- Prolongation of the mandate of the members of the Board of Directors of the company and fixing their remuneration and management guarantees
- Election of an independent member of the Board of Directors
- Amendments to the Statutes of the company
- Financial result allocation decision
Draft resolution: Allocation of the 2021 profit of BGN 814,487.95 to the covering of prior period losses to the extent of BGN 450,228.05;
The rest of the profit, amounting to BGN 364,259.90, and the entire accumulated retained profit from previous years amounting to BGN 159,199.10, after setting aside 10% to the Reserve Fund, form the amount of BGN 471,113.10. Following Art. 52 (1) of the company's Statutes, the GMS decides to distribute BGN 424,001.79 in the form of a dividend, i.e. gross dividend per share of BGN 0.08816, and the specific terms of payment will be determined at the General Meeting under Art. 115c of POSA.
- Adoption of a decision to reduce the capital by invalidating own shares
Draft resolution: According to Art. 200, item 2 and Art. 201 (1) of the Commerce Act, Art. 111 (5) and Art. 149b of the POSA, and Art. 18 (3), item 2 of the Statutes, the GMS decides to reduce the capital by invalidating shares after their acquisition by the company. The specific amount of capital reduction will be determined depending on the result of the conducted tender offer under Art. 149b in conjunction with Art. 111 (5) of the POSA for the acquisition of the company's shares for their invalidation as the capital will be reduced from a maximum of BGN 4,809,450 to BGN 2,404,725 by invalidating a maximum of 2,404,725 own shares having a nominal value of BGN 1.00 each.
Depending on the results of the tender offer, the Board of Directors shall be entitled to determine the exact amount of capital reduction within the parameters adopted by the GMS.
- Adoption of a decision for the repurchase of over 3% of own shares by submitting a tender offer to the shareholders under Art. 149b of the POSA in compliance with the requirements of Article 111 (5 - 7) of the POSA and Art. 3 (3) of the Market Abuse with Financial Instruments Act, and Art. 20 (3) of the company's Statutes, under the following terms and conditions:
Maximum number of shares subject to repurchase: Up to 2,404,725 shares
Minimum share price: BGN 1.10
Maximum share price: BGN 1.60
- In the absence of a quorum, the GMS will take place on 12 May 2022 at 3:00 pm, at the same place and under the same agenda.
The voting right will be entitled to all shareholders registered with the central securities register fourteen (14) days before the GMS, i.e. by 13 April 2022 (Record Date).
The final date for transacting shares of this company on the Exchange, as a result of which the holders will be entitled to exercise their voting right at the GMS, will be 11 April 2022 (Ex Date: 12 April 2022).
The invitation is available on the website of the Exchange.