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Sopharma AD
Invitation and materials for a General shareholders meeting 04-11-2025 14:57:20
  1. Adoption of a 6-month financial report for the first half of 2025; Proposal for a decision: EGM accepts the 6-month financial report of the Company for the first half of 2025; 2. Adoption of a decision under Art. 30, para. 5-7 of the Company's Articles of Association for the distribution of profit and payment of an interim dividend based on the adopted 6-month financial report; Proposal for a decision: The EGM adopts a decision to distribute a 6-month gross dividend in the amount of 0.07 BGN /0.03579 EUR (7 stotinki/3.579 euro cents) per share from the profit realized by the Company, according to the prepared 6-month financial report for the first half of 2025 based on the Report of the Board of Directors on the requirements of Art. 115c of the LPOS. The right to receive a dividend have the persons entered in the registers of the Central Depository AD (CD) as shareholders on the 14th day after the day of the general meeting at which the 6-month financial report was adopted and a decision was taken to distribute dividend. The Company shall ensure the payment of the dividend voted at the general meeting within 60 days of its holding. The expenses for the payment of the dividend shall be covered by the Company. The payment of the dividend is carried out with the assistance of the CD. Shareholders with accounts at an investment intermediary (II) will receive their dividend through the respective II, and those with personal accounts at the Central Depository will be able to receive their dividend from the branches of Eurobank Bulgaria AD (Post Bank) in the country; 3. Election of a registered auditor to perform a mandatory sustainability assurance engagement on the consolidated sustainability report of “Sopharma”AD for 2025, if applicable; Proposal for a resolution: The General Meeting of Shareholders elects "BAKER TILLY KLITOU & PARTNERS”EOOD, UIC 131349346, included in the register under Art. 20 of the Law on the Audit of Companies with registration number 129, as a registered auditor to perform a mandatory sustainability assurance engagement on the consolidated sustainability report of "Sopharma”AD for 2025, in accordance with the preference expressed in the recommendation of the Audit Committee, included in the materials on the agenda, if applicable; 4. Adoption of a decision to conclude a transaction within the scope of Article 114, Paragraph 1, Item 6 of the Law on Public Offering of Securities; Proposal for a decision: The EGM authorizes the company's representatives to conclude a transaction within the scope of Article 114, Paragraph 1, Item 6 of the LPOS in accordance with the terms of the Substantiated Report prepared by the Board of Directors and included in the materials for the EGM; 5. Decision on changes to the Articles of Association: Proposal for a decision: The EGM adopts changes to the Company's Articles of Association as follows: a) Repeals the previous paragraph 9 of Article 25; b) Adopts a new paragraph 10 of Article 25 with the following text: "Increase in the company's capital under the following conditions: A/ The company's capital may be increased by a decision of the Board of Directors up to BGN 1,080 million (EUR 552.2 million); B/ The Board of Directors has the right to make decisions to increase the capital up to the amount under letter /A/ within 5 years after entry of this amendment in the Articles of Association and in the Commercial Register; C/ Within the period under letter /B/, the Board of Directors has the right to make decisions to issue ordinary shares, preferred shares, convertible bonds (bonds that can be converted into shares) and warrants giving the right to subscribe for shares from a future increase in the company's capital. In the event of exercising warrants, respectively convertible bonds in execution of the authorization under the previous sentence, the Board of Directors has the right to make a decision
Attachments:
Recommendation from the Audit Committee
Articles of Association
Sample of declaration for voting through correspondence
Minutes of meeting of the Board of directors of Sopharma AD
Invitation for EGM of "Sopharma" AD to be held on 5 December, 2025
Substantiated report
Valuation of a separate part of a commercial enterprise
Proxy sample
Notification for publication of materials for EGM of Sopharma AD
Report of the Board of Directors regarding the payment of a 6-month divident
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