Capman Green Energy Fund AD has issued only one class of shares – dematerialized, registered shares with a nominal value of BGN 1 (one) each.
The shares of the company are transferable rights, registered on accounts in Central Depository AD (dematerialized securities).
Each share gives the right to one vote in the General Meeting, as well as the right to a dividend and a liquidation share, proportional to the nominal value of the share.
According to the Articles of Association, the company may not issue preferred shares entitling to more than one vote or to an additional liquidation share.
The disposal of dematerialized shares is carried out in accordance with the terms and conditions of the POSA and is effective from the registration of the order in the Central Depository. Each shareholder may dispose of his shares in the company without restriction and freely.
a) Right to dividend
Each voting share entitles to a dividend in proportion to the nominal value of the share. According to the current Articles of Association, the persons entered in the registers of the Central Depository as shareholders on the 14th day after the day of the General Meeting, at which the annual financial statements were adopted and a decision on profit distribution was made.
The company is obliged to ensure the payment to the shareholders of the dividend voted at the General Meeting within 3 months from its holding. The costs of paying the dividend are at the expense of the company. The persons enjoying the right to dividend will be able to exercise this right until the expiration of the general 5-year limitation period, after which the right shall be extinguished and the unreceived dividends would remain in the Company.
b) The right to vote
Each share gives the right to one vote in the General Meeting of Shareholders.
According to the Articles of Association, the right to vote in the General Meeting arises with the full payment of the issue value of each share and after entering the increase of the company’s capital in the commercial register. The right to vote is exercised by the persons, the registers of the Central Depository are registered as shareholders 14 days before the date of the General Meeting.
c) Right of share of liquidation portion
Each voting share gives the right to a liquidation share, in proportion to its nominal value. This right arises in the event that in case of liquidation of the company after satisfaction of the claims of all creditors there is property left for distribution among the shareholders and up to the amount of this property.
The shareholders of the company have the right:
1. receive the written materials related to the agenda of the General Meeting; to request inclusion in the agenda of issues and to propose solutions to issues already included in the agenda of the General Meeting of Shareholders under Art. 223a TK.
2. at the General Meeting to request and receive information regarding the economic and financial condition and the commercial activity of the Company, regardless of whether this is related to the announced agenda;
3. authorize in writing another person to represent them at the General Meeting;
4. in case of increase of the capital of the company to acquire shares, corresponding to their share in the capital before the increase;
5. in case of inaction of its managing bodies, which endangers the interests of the company, may bring before the court the claims of the company against third parties; to file a claim before the district court at the registered office of the company for compensation for damages caused to the company by actions or omissions of the members of the management and control bodies and the procurators of the company; to request from the general meeting or from the district court the appointment of controllers to check all the accounting documentation of the company and to prepare a report on their findings; to request from the district court to convene a general meeting or to authorize their representative to convene a general meeting according to an agenda determined by them – if they jointly or separately own at least 5 percent of the company’s capital;
6. upon request to be presented with the protocols and the appendices to them;
7. of other rights specified in the law or in the Articles of Association of the Company.