Articles of association

C A P I T A L

Art. 6. / Decision of the GM of s hareholders from 30.06.2003, of the EGM of s hareholders from 29.09.2006 , of the EGM of shareholders from 09 .0 1 .2015 and of the GM of shareholder s from 10.02. 2015 /.
The capital of the Company is BGN 134 797 899 / one hundred and thirty - four million, seven hundred and ninety - seven thousand, eight hundred and ninety - nine / and has been fully paid in.

CAPITAL INCREASE

Art. 7. /1/ By a resolution of the General Meeting adopted with a majority of votes as per the effective legislative requirements, the capital of the Company may be increased by means of:

A/ New shares i ssue;
B/ /Cancelled by resolution of the GM dated 02.04.2021/;
C/ /Amended by resolution of the EGM dated 02.04.2021/ conversion of bonds into shares when the bonds are issued as convertible.;
D/ Issue of rights and warrants in compliance with the requirements of the law. In the event of issue of warrants or rights, each shareholder shall have the right, within a period fixed by the General Meeting, to acquire part of them in proportion to his/her capital share possessed prior to the increase.

E/ /New, approved at GM, 02.04.2021/ conversion of part of profit into capital;

F/ /New, approved at GM, 02.04.2021/ /other ways permitted by law/;

/2/ /Amended by resolution of the GM dated 02.04.2021/ The decision for capital increase has a normatively defined content, as the procedure for capital increase follows the requirements and rules provided in the law, the present Articles of Association and the decisions of the management bodies of the company."

/3/ / Cancelled by resolution of the GM dated 02.06.2005 /
Art. 8. /1/ / Amended by resolution of the GM dated 26.06.2008/ In the event of any capital increase, each shareholder shall be entitled to acquire shares from the new issue in proportion to his/her share in the capital prior to the increase. This right shall be exercised within the term fixed by the GM , but at least one month after publication in the Commercial Register of an invitation for share subscription . The invitation for share subscription shall be published upon submission of the resolution for capital increase to the Commercial Register.
/2/ Shares not subscribed as per Par.1 above, shall be offered for subscription to the shareholders who have subscribed and paid in their part of shares in the capital increase. Any shares not subscribed under this procedure either shall be offered for sale on the stock market, if the General Meeting of shareholders does not adopt a resolution under Par.3 of Art. 8.
/3/ Where new shares have not been completely subscribed, the capital shall be increased only by the value of the subscribed shares, if this is explicitly provided in the General Meeting resolution for the increase .
/4/ Any capital increase on the condition that the shares should be purchased by specifi ed persons at a fixed price and by non - monetary contributions, may take place only in the cases under Art. 113, Par. 2 of the Law on Public offering of securities.

/5/ /new, approved with resolution at EGM, 02.04.2021/ The capital of the Company may be increased by decision of the Board of Directors under the terms of this article and in connection with Art. 25 and Art. 26a, para. 1, item 13.

CAPITAL DECREASE

Art. 9. /1/ The capital of the Company may be reduced by a resolution of the General Meeting of shareholders through the procedures provided by the law .
/2/ The capital of the Company shall not be reduced below the legal minimum for joint - stock companies.
/3/ The capit al of the Company shall not be decreased by enforced invalidation of shares.
/4/ The resolution for capital decrease shall specify the relevant purpose and the procedure under which it shall be performed.

COMPANY MANAGEMENT

Art. 12. Management bodies of the Company shall be:
1.General Meeting of Shareholders.
2.Board of Directors.

GENERAL MEETING OF SHAREHOLDERS MEMBERSHIP

Art.13. /1/The General Meeting of shareholders shall include the shareholders with a voting right.
/2/ The  members of the Board of Directors shall participate in the General Meeting without voting rights, unless they are shareholders.

COMPETENCE

Art.14 The  General Meeting of shareholders shall have the exclusive competence to resolve on the following matters:
1.To amend and complement the Articles of Association of the Company;
2.To increase and decrease the Company capital;
3.To transform and wind up the Company;
4.To  specify the number, to elect and dismiss members of the Board of Directors and determine their remuneration;
5.To appoint and dismiss chartered accountant/s/;
6.To approve the annual financial statement after certification by the appointed chartered accountant/s/;
7.To appoint the liquidators in the event of Company winding-up  except in cases of insolvency;
8.To relieve the members of the  Board of Directors from liability afte accepting the report of its activities;
9.To resolve on the issue of bonds;
10.To distribute the profit;
11. /Amended by resolution of the GM dated 02.06.2005/ To grant the Board of Directors the power to conclude transactions under Art. 114, Par. 1 of the Public Offering of Securities Act.
12.To  resolve  on  any  other  matters  within  its  competence  granted  by  law  or  by  these Articles of Association.
 

CONVENING OF THE GENERAL MEETING

Art.15./1/ The General Meeting shall be held at least once a year.
/2/ The  regular General Meeting of the Company shall  be held by the end of  the first half of the year after the end of the accounting year. The General Meeting of shareholders shall be held at the address of its headquarters.
/3/ The  General Meeting of shareholders shall elect a Chairman, Secretary and Vote-tellers, who may not be shareholders .

SUMMONING

Art. 16. /1/ Amended  by  resolution  of  the  GM  dated 26.06.2007/ The General  Meeting shall be summoned by the Board  of  Directors. It may also be summoned at the request of shareholders who for more than 3 months have been  in  possession  of  shares repr esenting  at least 5 per cent of the capital. If within 1 month of the request of the shareholders possessing at least 5 per cent of the capital, such request has not been satisfied, or if the General Meeting is  not heldwithin 3 months following submission of the  request, the  District Court of Law shall summon the General Meeting or shall empower the shareholders who have requested the convening or their representative, to summon the Meeting.
/2/ Amended by resolution of the GM dated 17.06.2016/ The summoning of the General Meeting shall take place in compliance with the requirements of Art. 223 and 223a of the Commercial Act and Art. 115, 118 of the Public Offering of Securities Act.
/3/ If losses exceed ½ of the Company capital, the General Meeting of shareholders shall be held not later than three months from establishing the losses.

Art.16а/New, adopted by resolution of the GM of shareholders dated 29.06.2011/

(1) General Meeting of shareholders may also be held by use of electronic means, by means of one or more forms provided in the Public Offering of Securities Act,
as well as by a combination of an attended meeting with any such form.

(2) /Amended by resolution of the GM dated 02.04.2021/ Subject to observance of the requirements of the Law on Public Offering of Securities, the right to vote at the General Meeting of shareholders may also be exercised before the date of the relevant meeting by correspondence, using a mail, including e-mail, courier or some other manner specified by the Board of Directors in specific rules or for each individual meeting of the General Meeting, the relevant information shall be provided to the shareholders in the invitation to convene the General Meeting.

(3) Notwithstanding the options provided in these Articles of Association,
The Board of Directors shall determine the procedure for holding the General Meeting of shareholders and the manner to exercise the voting right for each session of the General Meeting, and relevant information shall be given to shareholders in the invitation for summoning the General Meeting.
(4) /Amended by resolution of the GM dated 02.04.2021/ The rules for voting by proxy, the models used for voting by proxy and the ways in which the company will be notified of performed authorizations electronically shall be determined by the Board of Directors - in special rules or for each separate meeting of the General Meeting of Shareholders, such as the requirements for the content of the voting form, the methods for its receipt by the shareholders and the conditions for identification of the shareholders shall be provided to the shareholders in the invitation to convene the General Meeting.

Art.16 b/ New, adopted by resolution of the GM of shareholders dated 29.06.2011/ The Company may use electronic means to submit information to shareholders, provided that the following conditions have been observed:

1. The use of electronic means is not dependent on the headquarters or registered address of share holders or persons under Art.146, Par.1, sub-pars.1-8 of the Public Offering of Securities Act;
2. Identification measures have been taken so that the information is submitted actually to shareholders or persons entitled to exercise a voting right or determine the exercise of such right;
3. Shareholders or persons under Art.146, Par.1, sub-pars.1-5 of the Public Offering of Securities Act, entitled to acquire, transfer or exercise the voting right, have stated explicit written consent to submit information by electronic means or have not stated explicit refusal to give such consent within 14 days of receipt of the request of the Public company for submission of such consent. At the request of persons under the preceding sentence, the Company shall be obliged to submit the information on hard copy as well;
4. Determination of expenses related to information submission by electronic means is not in conflict with the principle of equality underlying Art.110 b/of the Public Offering of Securities Act.

Q U O R U M

Art.17 /Amended by resolution of the GM dated 02.06.2005/The General Meeting shall be entitled to adopt resolutions if more than half of the capital is represented at its session, except where the law provides another type of quorum for certain resolutions. If there is no quorum, a new session of the GM of shareholders shall be appointed.

REPRESENTATION AND ACCOUNTABILITY

Art.18 /1/The shareholders may participate in the General Meeting personally or by an authorized representative. Several shareholders may authorize a joint representative.
/2/ /Amended by resolution of GM of shareholders dated 27.05.2009/ For  participation in the  General  Meeting, each shareholder  should  produce an identification document as
provided by law, certifying  his/her rights over the shares  possessed. The representatives of shareholders at the  General  Meeting  shall  establish their identity  by  explicit,  written power-of-attorney containing the minimum information specified by a Regulation.
/3/ The shareholders–legal entities shall be represented at the General Meeting by their representative bodies or by persons specially authorized for the session.
/4/ A  list  of  participating  shareholders  or  of  their  representatives  as  well  as  of  the number  of  possessed  or  represented  shares  shall  be  prepared  for  each  session  of  the  General Meeting.  The  shareholders  or  their  representatives  shall  confirm  their  presence  by  their signatures.  The  list  shall  be  certified  by  the  Chairman  and  the  Secretary of the General Meeting.
/5/ Minutes  shall  be  kept  during  the  session  of  the  General  Meeting,  according  to  the requirements of Art.232 of the Commercial Act.
/6/ The  shareholders  are  entitled  to  get  acquainted  with  the  minutes  and  to  receive copies-excerpts thereof.
Art.18а. The  right  to  vote  at  the  General  Meeting of  shareholders shall  be  acquired  upon payment of the issue value of the share.
Art.18 b. The right to vote shall be exercised by persons who have acquired shares not later than 14 days prior to the date of the General Meeting.

CONFLICT OF INTERESTS. PROHIBITION OF EXERCISING OF VOTING RIGHTS

Art.18c./new,  approved  by  AGM,  21  June  2013/  A  shareholder  cannot  participate personally or by proxy at the voting on:
1. Bringing claims against them.
2. Taking  actions  or  denial  of  actions  related  to  the  fulfillment of  their obligations  to  the Company.
3. Taking a decision under art.114, par.1 of POSA, in the cases when they are an interested person as defined in POSA.

MAJORITY

Art.19./1// Amended by resolution of AGM, 30 June
2003; amended by EGM, 29 June 2006; amended by AGM, 21 June 2013/ The resolutions of the General Meeting under Art. 14, Pars .1,2,3 and under Par.4 concerning the number, election and dismissal  of members of the Board  of  Directors  shall  be  adopted  by  amajority  of  2/3  of  the  capital  represented  at  the General Meeting. The resolutions under Art. 14, Par. 11, in cases of acquisition or disposal of assets of the Company, shall be adopted by a majority of 3/4 of the capital represented at the General Meeting, and in all other cases – by an ordinary majority of the capital represented at the General Meeting.
The  quorum,  wherever  provided  in  these  Articles  of  Association  for  adoption  of resolutions by the General Meeting, shall be determined on the basis of capital represented at the Companys General Meeting.
/2/ Resolutions of the General Meeting shall come into force immediately unless their
effect  is  postponed.  Resolutions  under  Art.  14,  Pars.  1, 2,3  and  4,  concerning  the  number, election and dismissal of members of the Board of Directors, and Par. 7 shall be recorded in the Commercial Register and shall become effective after their entry.

BOARD OF DIRECTORS

MEMBERSHIP

Art.20 The Company shall be managed and represented by  a Board of Directors.  It shall consist of three to nine persons.
Art.21 /1/ /Amended by resolution of the GM dated 26.06.2007/ Members of the Board of Directors  may  be  physical  persons or legal entities meeting  the  requirements of Art.234 of the Commercial Act and Art.116а, Par.2 of the Public Offering of Securities Act.
/2/ If  a  member  of  the  Board  of  Directors  is  a  legal entity, it shall appoint  a representative(s) to perform its obligations at the Board. Such legal entity shall bear joint and unlimited liability t
ogether with the other Board members, in relation to obligations resulting
from the activities of its representative.
/3/ The  physical  persons,  who  represent  the  legal entities - members of the Board  of Directors, shall meet the requirements of Art. 234, Par .2  of the Commercial Act.
/4/ Members of the Board of Directors shall not be persons who have been members of a management or supervisory body of a Company  wound-up by reason of insolvency during the recent two years preceding the date of the bankru ptcy decision, if any unsatisfied creditors have remained ./5/ /new, approved by AGM, 21 June 2013/ Members of the Board of Directors shall  not  be  persons  who  have  been  members  of  a management  or supervisory  body of  a Company for whom it has been proven through a penal provision the breaching of obligations on  reaching  and  maintaining  the  prescribed  reserve  levels  under  the  Oil  and Oil  Products  Reserves Act.
Art.21a /new, approved  by AGN, 21 June 2013/ 

/1/ At least one third of  the members of  the Board of Directors must be independent persons.
/2/ The independent member may not  be:

1. an employee in  the public company;
2. a  shareholder,  who  holds  directly  or  through  related  parties  at  least  25%  of  the  votes of the General Meeting or is a person, related to the company;
3. a person who has a long-term business relation to the public company;
4. a  member  of  a  managing  or supervisory  body,  a  procurator  or an employee  of a company or other legal person under item 2 and 3; 5.a  person  related  to  another member of a managing  or supervisory  body of  the  public company.

/3/   Persons,   elected   as   members   of   the   Board   of   Directors,   for   whom   the circumstances  under  par.2  become  applicable  after  the  date  of  their  election  must  notify  the Board  of  Directors  immediately,  stop  exercising  their  functions  and  cease  receiving  a remuneration.
/4/  Candidates  for  elective  position  shall  prove  the  absence  of  circumstances  under  par.2 through a declaration that becomes part of the written materials for the General Meeting, the agenda of which includes the election of members of the Board of Directors. The persons mentioned in the previous sentence shall confirm the veracity of the documents submitted to the General Meeting at which their election is proposed.
/5/ In the election of the independent members of the Board of Directors the capital represented at the General Meeting shall include shares held by persons under par.2, items 1-5 only if other shareholders do not participate and are not represented at the General Meeting.

MANDATE

Art.22. /1/ The members of the Board of Directors shall be elected for a period of up to 5 (five) years.
/2/ The members of the Board of Directors may be reelected without any restrictions.

F U N C T I O N S

Art. 23. /1/ The Board of Directors shall adopt the rules governing its functions, and shall select a Chairman and Deputy Chairman among its members.
/2/ The Board of Directors shall be summoned for regular meetings at least once every three months to discuss the current state and development of the Company.
/3/ Each member of the Board of Directors may ask the Chairman to summon a meeting for  discussion  of  some  specific  matters.  In  such  cases,  the  Chairman  shall  be  obliged  to summon  a  meeting  and  to  send  notifications  within  a  week  prior  to  the  date  of  the  meeting, except if an urgent matter requires summoning of a meeting within a shorter term.
/4/ Notifications shall specify: the place, date and hour of the meeting and the proposed agenda.
/5/ No notification  as  per  the  foregoing  paragraph  shall  be  required  if the  members  of the Board of Directors have been informed at the last meeting about the place, date, hour and agenda of next meeting.
/6/ Minutes shall be kept about the decisions taken by the Board of Directors and shall be  signed  by  all  attending  members.  The  minutes  from  the  Board  meetings  shall be  a  trade secret.  Any  facts  and  circumstances  of  such  minutes may be  published,  announced  and brought to the knowledge of third parties only by a decision of the Board of Directors.

RIGHTS AND RESPONSIBILITIES

Art. 24./1/ The   members of the Board of Directors shall have equal rights and responsibilities, irrespective of:
/A/ The internal distribution of functions between the Board members;
/B/ The  regulations  granting  management and representative powers to  the  executive members.
/2/ The Board members shall fulfill their obligations in the interest of the Company and  shall keep its secrets even after they cease to be Board members.
/3/ /Amended by AGM, 29 June 2011; amended by AGM, 21 June 2013/The members of the Board of Directors shall be entitled  to  a  remuneration, the form,  amount  and  term  of which shall be determined by decision of the General Meeting in conformity to the following principles:
A/ The   general Meeting shall determine the amount of the permanent monthly remuneration of the members of the Board of Directors;
B/ /amended by AGM, 21 June 2013/ In case of a positive financial result /profit/ and by  decision of  the General Meeting, the Executive  Director  is  entitled  to  receive  a  one-time bonusof up to one percentof the net profit of the Company.
C/ /amended   by   AGM, 21 June 2013 / Payment of not less than 40% of the remunerationreferred to in item B/ shall be deferred for a  period  of  time  specified  in the approved  by the General Meeting
Remuneration  Policy for members of the Board of Directors,  but  not  less than 3 years. The Company shall  determine what  portion  of  the payment to defer depending on its relative weight compared to the fixed salary under item A/.

COMPETENCE

Art.25 The Board of Directors shall:
1/ Prepare  and  submit  for  approval  by  the  General  Meeting  the  annual  report  on  the activity of the Company, the annual financial statement as well as draft resolutions within the competence of the General Meeting;
2/ Approve plans and programs for the activity of the Company;
3/ Approve  the  organizational and  managerial structure, approve the rules of intra-company accounts; salaries and the other internal rules of the Company;
4/ Approve the  formation of the cash funds and  specify the procedure for their accrual and disbursement;
5/ Propose to the General Meeting any capital increase or decrease, any amendment of and/or amendments to the Articles of  Association,  changes  in  the  Board  of  Directors membership, dismissal and election of a new Board;
6/ Decide  on  winding-up  or transfer  of  undertakings or of substantial parts thereof, significant changes in the  activity of the  Company, considerable organizational changes, long-term cooperation of essential importance for the  Company as well as the  establishment of Company branches;
7/ Conclude credit agreements;
8/ Conclude  transactions  as  a  result of  which  assets  the  total  value  of  which  exceeds 50% of the balance-sheet value of Company assets, shall be transferred or granted for use to other persons only upon explicit authorization by the General Meeting.

9/ /New, adopted by resolution of the EGM dated 02.04.2021/ Increase of the capital of the company under the following conditions:

 A/ The capital of the company can be increased by a decision of the Board of Directors up to BGN 750 million;

B/ The Board of Directors has the right to take decisions for capital increase until reaching the amount under letter /A/ within 5 years after the entry of this amendment in the Articles of Association and in the Commercial Register;

C/ Within the term under letter /B/, the Board of Directors has the right to make decisions for issuance of ordinary shares, preference shares, convertible bonds (bonds that can be converted into shares) and warrants, giving the right to subscribe for shares of future increase in the capital of the company. In case of exercising warrants, respectively convertible bonds in fulfillment of the authorization under the previous sentence, the Board of Directors has the right to take a decision for capital increase under on condition, according to art. 113, para 2, item 2 of LPOS, in order to ensure the rights of the holders of warrants and / or convertible bonds. The amount of the increase under the previous sentence may not exceed the amount specified in letter /A/, taking into account the possibility for the rights under all warrants / respectively convertible bonds to be exercised.

D/ In exercising the powers under the previous points, the Board of Directors is considered to be explicitly authorized to adopt the relevant amendments to the Articles of Association of the company, if necessary, as a result of the implementation of the decisions taken to increase the capital;

E/ The threshold of BGN 750 million provided for in letter /A/ shall be applied in total to the sum of the values of all capital increases, including the value of the shares for which warrants or convertible bonds have been issued.

QUORUM AND MAJORITY

Art.26. /1/ The Board of Directors may hold a meeting and adopt resolutions if at least half of its members are present in  person or represented by another member of the Board. Each attending member may represent only one absent member.
/2/ The  Board  of  Directors may adopt decisions in non-attendance if  all  its  members have confirmed in writing their approval of such decisions.
/3/ /Amended by AGM, 17 June 2016/ The Board of Directors shall adopt resolutions by a simple majority, unless qualified majority is required by the relevant provisions of the Commercial Act or by these Articles of Association.

QUALIFIED MAJORITY DECISIONS

Art. 26a/ /new, approved by AGM, 21 June 2013, amended by AGM, 5 June 2020/ /1/ The following decisions of the Board shall require a majority of two thirds of its members to be valid:

1. Conclusion of a single or series of transactions for the acquisition and/or disposition of long-term fixed assets from and/or in favor of one person or related persons, the total cost of which exceeds 1 million EUR in a calendar year;
2. Conclusion of transactions related to sale and/or other forms of disposition of participations and/or shares, and/or businesses of companies in which the Company participates;
3. Conclusion of investments, related to the buying and/or acquisition of participations and/or share, and/or businesses of companies;
4. Takeover of liabilities and/or pledging of assets of the Company and/or of part and/or the whole of its business and/or securing of liabilities to a person or related persons, the amount of which exceeds 1 million EUR in a calendar year;
5. Provision for use and/or rental to a person and/or related parties of long-term  fixed assets of the Company at a value exceeding 1 million EUR in a calendar year;
6. /cancelled by AGM, 5 June 2020/
7. Conclusion of transactions with related parties pursuant to art.114, par.2 of LPOS, for which no prior authorization by the General Meeting of Shareholders is required.
8. Election of executive members of the Board of Directors, who shall only represent the Company jointly;
9. Proposal for election and dismissal of auditors of the Company and approval of the annual financial statements of the Company.
10. Proposal for the distribution of the profit.
11. Approval for issuing of bonds.
12. Determining and change of the persons authorized to sign on behalf of the Company, the delimitation of the right of signature, determining the bonuses for the staff of the Company.
13. /New, approved at GM, 02.04.2021/ Decisions under Art. 25, para. 9 of the Articles of Association.

/2/ /new, approved by AGM, 5 June 2020/ When adopting decisions by the Board of Directors for transactions within the scope of Art. 114, para 2 and para 3 of LPOS, the members of the Board of Directors who are interested persons within the meaning of Art. 114 on the specific transaction may not to exercise their right to vote. Decisions on such transactions are taken by a two-thirds majority of the other members of the Board of Directors.

LIABILITY AND ACCOUNTABILITY

Art.27.  /1/ The  members of the Board  of  Directors  shall  deposit  guarantees of their management to the amount determined by the  General  Meeting  of  shareholders, but not less than their gross quarterly remuneration.
/2/ Members  of  the  Board  of  Directors  shall  be  jointly  liable  for  damages  suffered  by the Company through their fault. Each member may be relieved of liability if it is established that he/she is not guilty for such damages.
/3/ The  Board  of  Directors  shall  report  on  its  activities before the General Meeting  of shareholders.
/4/ The  persons  who  possess  individually or  jointly  at  least  5%  of  the  capital  of  the public Company shall, in case of inaction of its management bodies which may jeopardize the Company  interests,  be  entitled  to bring  Company  claims  against  third  persons before  the court. The Company shall be summoned as a party to the court action. The Company shall be summoned as a party to the court action.
/5/ The persons under Par. 4 above may lodge a claim before the County Court, having jurisdiction over the Company, for  indemnification  of  substantial  damages  inflicted  to  the Company  intentionally or as a result  of gross  negligence  due  to  the  activity  or  inactivity  of management body members. Such claim shall be lodged within 14 days from establishment of damages, but not later than one year from the relevant act or the beginning of inaction, respectively.

EXECUTIVE DIRECTOR

Art.28. /1/The  Board of Directors shall elect from among its members one or more executive members – Executive   Directors,   and   shall empower them to represent the  Company. Such empow erment may be withdrawn at any time.
/2/ The executive members are obliged to inform immediately the Chairman of the Board of Directors of any events of substantial importance for the Company.
/3/ The Executive Directors shall have the right to perform any actions and make transactions related to the activity  of  the Company and not within the competence of the General Meeting and the Board of Directors,to represent the Board and to authorize third persons for the execution of certain activities.
/4/ TheExecutive Directors shall:
/A/ Organize the performance of the decisions of the Board of Directors;
/B/ Organize  the  activities of the Company, accomplish its operational management, ensure the safe-keeping and protection of its property;
/C/ Conclude the employment contracts with the Company employees and workers;
/D/ Represent the Company and execute the functions assigned to them by a legislative act or by decisions of the Board of Directors.
/E/ /new, decision by AGM, 29June 2011l; canceled byAGM, 21 June 2013/
/5/ The Chairman of the Board of Directors shall sign on behalf of the Company a contract with the Executive Directors, where their specific rights and responsibilities, their remunerations, insurances and other provisions shall be specified.

INVESTOR RELATIONS DIRECTOR

Art.28a./new, decision by AGM, 21 June 2013/

/1/ The Company shall appoint on a labor contract Investor Relations Director, who shall have appropriate qualifications and experience to carry out their duties and cannot be a member of the Board of Directors or a procurator of the Company.
/2/ The Investor Relations Director shall:

1. Facilitate effective relationship between the Board of Directors and the Shareholders of the Company, as well as with persons who have expres sed interest in investing in the shares of the Company by providing them with information about the current financial and economic condition of the Company and any other information to which they are entitled by law in their capacity as shareholders or investors;
2. Be responsible  for  sending within the statutory deadline the materials for the Annual General Meeting to all  shareholders who have made a requesy to acquire them, as well as presenting them on-site as specified in the invitation to the General Meeting.
3. Take and keep accurate and complete records of the meetings of the Board of Directors of the Company.
4. Be responsible for the timely submission of all required reports and notifications of the Company to the Financial Supervision Commission,the regula ted market on which the shares of  the Company  are  traded, the  Central  Depository  and  national dailies, listed in the prospectus for the public offering of the shares of the Company;
5. Keep a register  of submitted documents under  items 2 and 4, as well  as  the received requests and the provided information under item 1, describing the reasons in case of failure to provide information.

/3/ The  Investor Relations Director shall report annually in front of the Annual General Meeting of Shareholders of the Company.
/4/ As Investor Relations Director shall not be appointed persons who:

1. have  been members of  a company  or cooperation  terminated due to bankruptcy in the past two years preceding the date of the declaration of bankruptcy, if unsatisfied creditors remain;
2. as at the date of appointment have been convicted with an effective sentence for crimes against the property, of economic type or against the financial, tax or social security system, committed in the Republic of Bulgaria or abroad, unless they have been exonerated.

/5/ The Investor Relations Director shall be required to:

1. fulfill their duties with due diligence and in a manner, in which they reasonable believe is in the interest of all Shareholders of the Company and by using only the information, about which they reasonable believe that is complete and authentic.
2. be loyal to the Company by:

a) consider the interest of the Company before their own interest;
b) avoid  direct  or  indirect  conflicts  between  their  own  interest  and  the  interest  of  the Company,  and  if  such  conflicts  arise – to  timely  and  completely  disclose  them  in  writing before  the  Board  of  Directors  without  exercising  influence  on  the  members  of  the  Board  of Directors in taking decisions in such cases.
c) not disclose non - public information about the Company including after they cease to be Investor  Relations Director  until  the public  disclosure  of  the respective  information  by the Company.

TRANSFORMATION AND TERMINATION OF THE COMPANY

TRANSFORMATION OF THE COMPANY

Art.33.  /1/ The  Company  may  be  merged  into  another  Company,  to  be  split,  to  separate another  Company  from  itself  or to participate in the establishment of another Company by merger.
/2/Transformation shall be performed in conformity with the provisions of the Public Offering of Securities  Act,  the  Commercial  Act  and  the other legislative  acts governing the Company.

WINDING-UP OF THE COMPANY

Art.34. /1/The Company shall be wound-up:
/A/ By a resolution of the General Meeting of shareholders;
/B/ If declared bankrupt;
/C/ By a court decision made under prosecutor’s charges if the Company is pursuing goals forbidden by law;
/D/ When Company capital falls below the legal minimum over a period of one year. If within this period the General Meeting fails to adopt a resolution for its winding-up, then the Company shall be wound up through the procedure of item (C);
/E/ In any other cases provided by law.

LIQUIDATION

Art.35. /1/ Upon Company winding-up other than in case of insolvency, the Company shall be subject to liquidation.
/2/ The  liquidators  of  the  Company  shall  be  appointed by resolution of the  General Meeting.
/3/ The  liquidators shall prepare  an  initial  balance  sheet and an explanatory report reflecting the state of the Company as at the date of the resolution for winding-up.
/4/ At  the  end of each year, the liquidators  shall  prepare an annual balance sheet  and report on their activities and shall submit them to the General Meeting for adoption.
/5/ After property cash-in and satisfying of creditors, the remainder shall be distributed among the shareholders in proportion to the shares owned by them and according to the distribution principle approved by the General Meeting.