FIRST INVESTMENT BANK AD To:
Financial Supervision Commission
Investment Activity Supervision Department
16 Budapest Str.
Sofia
Cc:
Bulgarian Stock Exchange - Sofia AD
6 Tri Ushi Str.
Sofia
CC:
Central Depository AD 6 Tri Ushi Str., floor 4 Sofia
CC:
The Public via Xtri News
Regarding: Notifications, submission of minutes of the regular annual General Meeting of Shareholders of First Investment Bank AD, held on 21 June 2023
Dear Sirs,
Pursuant to Article 117, Para 2 of the Public Offering of Securities Act (POSA) we hereby submit a copy of the minutes of the regular annual General Meeting of Shareholders of First Investment Bank AD held on 21 June 2023. At the GMS part of the shareholders exercised their voting rights through proxies.
Please forward this notification to the "Investment Intermediaries and Security Markets" Department with the "Investment Activities Supervision Directorate".
Enclosures:
1. Minutes of the regular annual General Meeting of Shareholders of First Investment Bank AD held on 21 June 2023; list of the shareholders who were present at the meeting
Regards,
(signed) | (signed) |
Nikola Bakalov | Svetozar Popov |
Chief Executive Officer | Executive Director |
F I R S T I N V E S T M E N T B A N K AD
M I N U T E S
of the
ANNUAL ORDINARY GENERAL MEETING OF SHAREHOLDERS
held on 21.06.2023 in the city of Sofia
unique identification code of the meeting: РГОСА 202206161100
ISIN code of the Company's shares: BG1100106050
The General Meeting of Shareholders was held on 21.06.2023 in the city of Sofia, at Sofia Hotel Balkan, Serdika Hall, 5 Sveta Nedelya Sq. The meeting was opened at 11:05 hours.
Before opening of the General Meeting, a registration of the attending shareholders was performed, and a list of the shareholders present prepared. The list of shareholders was signed by every shareholder attending in person, or by proxy.
The following members of the Management Board of First Investment Bank AD (Fibank, the Bank, the Company) were present at the meeting:
Mr. Nikola Bakalov - Chair of the Management Board and Chief Executive Officer; Mr. Svetozar Popov - member of the Management Board and Executive Director; Mr. Chavdar Zlatev - member of the Management Board and Executive Director; Ms. Ralitsa Bogoeva - member of the Management Board and Executive Director; Mr. Yanko Karakolev - member of the Management Board and Chief Financial Officer.
The following members of the Supervisory Board of First Investment Bank AD were also present at the meeting:
Mr. Evgeni Lukanov - Chair and member of the Supervisory Board; Mr. Jordan Skortchev - member of the Supervisory Board.
The following persons were also present who are not shareholders:
Ms. Alexandrina Mincheva - secretary of the meeting and Chief Specialist, Investor Relations
Ms. Milena Vassileva - vote counter Ms. Stanislava Mitkova - vote counter Ms. Kamelia Koleva - vote counter Ms. Vyara Aleksova - vote counter
As well as:
Mr. Georgi Trenchev - Manager, ЕCOVIS AUDIT BULGARIA LTD audit firm Mr. Athanasios Petropoulos - procurator, Mazars OOD audit firm
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Ms. Iva Slavkova - audit team representative, Mazars OOD Mr. Dimitar Dimitrov - Chair of the Audit Committee, Fibank
Ms. Velislava Nevyanova - Director of the Legal Department, Fibank Mr. Ivaylo Alexandrov - Director of Corporate Communications at Fibank Mr. Hristo Hristov - Corporate Communications Manager at Fibank
Mr. Kiril Georgiev - whose candidacy was proposed for consideration and election under item 11 of the Agenda
Mr. Nikola Bakalov welcomed the participants. He introduced himself to the attending shareholders, also introducing the other persons present at the podium: Executive Directors of the Bank, the Chief Financial Officer and the Chief Specialist, Investment Relations. Then he proposed to verify the quorum by counting the shares of First Investment Bank AD represented at the meeting.
The verification showed that 122,925,140 (one hundred twenty-two million nine hundred twenty-five thousand one hundred and forty) shares were represented, or 82.45% (eighty-two point four five percent) of the total of 149,084,800 (one hundred forty-nine million eighty-four thousand eight hundred) shares of Fibank.
It was found that the quorum for holding the meeting required by law and by the Articles of Association was available and the meeting could take legally valid decisions. Mr. Bakalov informed the participants that part of the shareholders would exercise their voting rights by authorized representatives, and that verification of the proxies presented by them for this purpose had been carried out.
Shares represented at the meeting - 122,925,140 out of a total of 149,084,800 Shares represented account for 82.45% of Fibank's capital
Voting by proxy - a total of 76,173,484 shares of Fibank's capital
After that Mr. Bakalov declared the meeting open and gave the floor to Mr. Svetozar Popov.
Mr. Svetozar Popov, in fulfillment of the requirements of the law and the Articles of Association of the Bank, made a procedural proposal for election of bodies of the meeting: a Chairman of the meeting, a secretary and vote counters, proposing Mr. Nikola Bakalov, Chief Executive Officer of First Investment Bank AD, to be elected as Chairman of the meeting, Ms. Alexandrina Mincheva as secretary, and Ms. Milena Vassileva, Ms. Stanislava Mitkova, Ms. Kamelia Koleva and Ms. Vyara Aleksova - as vote counters. The proposal for the election of bodies of the meeting was put to the vote.
Results of the vote:
Total shares represented - 122,925,140
Total shares represented for which valid votes were cast - 122,925,140, representing 82.45% of the share capital of the Company
Total number of valid votes cast - 122,925,140 Yes votes - 122,925,140
No votes - none Abstained - none
As a result of the vote, the General Meeting of Shareholders adopted by unanimity of the represented voting shares the following procedural decision: the General Meeting of Shareholders
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elects Mr. Nikola Bakalov as chairman of the General Meeting of Shareholders, Ms. Alexandrina Mincheva as secretary, and Ms. Milena Vassileva, Ms. Stanislava Mitkova, Ms. Kamelia Koleva and Ms. Vyara Aleksova - as vote counters.
Mr. Bakalov proposed that, for the sake of expediency, a time limitation is adopted on the duration of comments and questions of individual shareholders on items of the Agenda, as well as of the time for discussions. The proposed time limit of 5 minutes for individual comments and up to 15 minutes for discussions on each item on the Agenda was put to the vote.
Results of the vote:
Total shares represented - 122,925,140
Total shares represented for which valid votes were cast - 122,925,140, representing 82.45% of the share capital of the Company
Total number of valid votes cast - 122,925,140 Yes votes - 122,925,140
No votes - none Abstained - none
Mr. Bakalov announced to the attending shareholders that the notice of the meeting and the Agenda proposed by the Management Board, namely:
- Approval of the audited Annual Financial Statements of First Investment Bank AD for 2022 (individual and consolidated) and the report of the Management Board on the activity of First Investment Bank AD in 2022 (individual and consolidated);
- Report of the registered auditors for the performed joint audit of the annual financial statements of the Bank for 2022 (individual and consolidated);
- Decision on the profit distribution of First Investment Bank AD for 2022;
- Relief from responsibility of the members of the Management and Supervisory Board of First Investment Bank AD for their activities in 2022;
- Report of the Bank's Investor Relations Director for 2022;
- Report of the Internal Audit Director for 2022;
- Report of the Audit Committee for its activities in 2022;
- Appointment of registered auditors for 2023;
- Determining a new total amount of remuneration for the members of the Supervisory Board and the members of the Management Board of the Bank;
- Re-electionof a member of the Audit Committee of the Bank and determination of her term of office;
- Release of the current director of the Bank's Internal Audit Department and election of a new director of the Bank's Internal Audit Department;
have been duly disclosed, by publishing an announcement on 18 May 2023 in the Commercial Register and have been made available to the shareholders 30 days before the date of the General Meeting. The notice, together with the materials, were presented and announced through the X3News electronic disclosure system, as well as announced on the Bank's website, in compliance with the law and Articles of Association of the Bank. The Chairman of the meeting then noted that due to the fact that not all shareholders are present, the proposed Agenda cannot be amended or supplemented, and a decision to that effect cannot be put to the vote.
Before proceeding to consider the items of the Agenda, Mr. Bakalov reminded the attending shareholders that they were entitled to ask questions, except for such ones where the law did not allow for disclosure of data representing bank secrecy or inside information.
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ON ITEM ONE OF THE AGENDA:
Approval of the audited Annual Financial Statements of First Investment Bank AD for 2022 (individual and consolidated) and the report of the Management Board on the activity of First Investment Bank AD in 2022 (individual and consolidated)
Mr. Nikola Bakalov noted that the Annual Financial Statements of First Investment Bank AD for 2022 and the report of the Management Board on the activity of First Investment Bank AD in 2022 (individual and consolidated) had been made available to all shareholders; the reports were part of the written materials for the meeting, and all attendees have had the opportunity to review them in advance. He noted that, apart from that, the Bank has also disclosed them within the statutory terms through the X3News Electronic Information Disclosure System, in a format compliant with Commission Delegated Regulation (EU) 2019/815.
Then Mr. Bakalov gave the floor to Mr. Yanko Karakolev who, in a brief presentation prepared by the Management Board, presented to attending shareholders the financial results of the Bank for the past 2022 on a consolidated basis. Following the presentation, Mr. Bakalov gave the floor to the shareholders for questions.
As no questions were raised on the item under consideration, the Chairman of the meeting Mr. Bakalov proposed to vote on the draft resolution: The General Meeting of Shareholders approves the audited Annual Financial Statements of First Investment Bank AD for 2022 (individual and consolidated) and the report of the Management Board on the activity of First Investment Bank AD in 2022 (individual and consolidated).
Results of the vote:
Total shares represented - 122,925,140
Total shares represented for which valid votes were cast - 122,925,140, representing 82.45% of the share capital of the Company
Total number of valid votes cast - 122,925,140 Yes votes - 122 905 140
No votes - 20 000 Abstained - none
Based on the voting results, the General Meeting of Shareholders adopted the following
R E S O L U T I O N:
The General Meeting of Shareholders approves audited Annual Financial Statements of First Investment Bank AD for 2022 (individual and consolidated) and the report of the Management Board on the activity of First Investment Bank AD in 2022 (individual and consolidated).
ON ITEM TWO OF THE AGENDA:
Report of the registered auditors for the performed joint audit of the annual financial
statements of the Bank for 2022 (individual and consolidated)
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Disclaimer
First Investment Bank AD published this content on 23 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2023 06:31:10 UTC.
