Information referred to in Article 10 (1) (c), (d), (e), (h) and (i) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on proposals for ingestion
Significant direct or indirect shareholdings (including indirect shares through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC;
During the year there is no reaching, exceeding or falling below one of the following limits of 10%, 20%, 1/3, 50% and 2/3 of the share capital of the Parent Company.
Holders of all securities with special control rights and description of these rights;
There are no securities with special rights for the Parent Company and for the other public companies in the Group. According to the Articles of Association of the companies in the Group, all shares issued by them are of one class, registered, dematerialized, ordinary and indivisible. Each share gives the right to one vote in the General Meeting of Shareholders, the right to dividend and liquidation share, proportional to the nominal value of the share.
Any restrictions on voting rights, such as restrictions on the voting rights of holders of a certain percentage or number of votes, deadlines for the exercise of voting rights or systems through which, in cooperation with the company, the financial rights granted to the securities, are separated from the possession of the securities;
There are no restrictions on the voting rights in the Parent Company and for the other public companies in the Group.
The rules governing the appointment or replacement of members of the board and the amendment of the Articles of Association;
For "Sopharma" AD the Board of Directors proposes to the General Meeting amendments and/or supplements to the Articles of Association, changes in the composition of the Board of Directors, dismissal and election of a new Board of Directors.
Members of the Board of Directors may be natural and legal persons meeting the requirements of Article 234 of the CA and Article 116a, paragraph 2 of the Law on public offering of securities.
When a member of the Board of Directors is a legal entity, he/she appoints a representative/s for the performance of his/her duties in the Board. The legal entity shall be jointly and severally liable with the other members of the Council for the obligations arising from the actions of its representative. The natural persons, who represent the legal entities — members of the Board of Directors, must meet the requirements of art. 234, para 2 of the CA.
Persons who have been members of the management or supervisory body of a Company terminated due to insolvency during the last two years preceding the date of the decision to declare insolvency may not be members of the Board of Directors if unsatisfied creditors remain.
A person who has been a manager, a member of a management or control body of a company for which a non-fulfillment of obligations to establish and maintain the levels of stocks determined by him by an effective penal decree has been established by an effective penal decree may not be a member of the Council stocks of oil and petroleum products.
At least one third of the members of the Board of Directors must be independent. The independent member of the council may not be:
- employee in the public company;
- a shareholder who holds directly or through related parties at least 25 per cent of the votes at the general meeting or is a person related to the company;
- a person who is in a lasting commercial relationship with the public company;
- member of a management or control body, procurator or employee of a company or other legal entity;
- a person related to another member of the management or control body of the public company.
The members of the Board of Directors may be re-elected without restriction.
In case of changes in the legislation, at the next General Meeting of Shareholders a decision is made to amend the Articles of Association in order to bring its provisions in line with those of the applicable regulations. Until this decision is made, the affected texts of the Articles of Association shall be interpreted in accordance with the Constitution and the laws of the country.
The Articles of Association are amended and supplemented by a decision of the General Meeting of Shareholders by a majority of 2/3 /two thirds/ of the capital presented to the General Meeting. The current Articles of Association are entered in the Commercial Register under number №20210412150242.
The powers of the members of the board, and in particular the right to issue or repurchase shares.
The powers of the Board of Directors are regulated in the Articles of Association of the Company. The approval for the issuance of bonds is a decision that the Board of Directors may take by a qualified majority of 2/3 of its members.
The Board of Directors is authorized to repurchase shares under certain conditions, with the decisions taken by the EGM, held on February 23, 2018.