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Sopharma AD-Sofia
Invitation and materials for a General shareholders meeting 04-07-2023 21:19:30
  1. Adoption of a decision for transformation by merger of "Biopharm-engineering" AD into Sopharma AD; Draft decision: The EGM transforms "Sopharma" AD through the merger of "Biopharm-engineering" AD. As a result of the merger, all the assets of "Biopharm-engineering" AD will be transferred to "Sopharma" AD under the conditions of general succession; 2. Approval of the Agreement for transformation through the merger of "Biopharm-engineering" AD into "Sopharma" AD, concluded on 23.01.2023 and of Additional Agreement № 1 of 21.03.2023 to it; Draft decision: The EGM approves the Agreement for conversion through the merger of "Biopharm-engineering" AD into "Sopharma" AD, concluded on 23.01.2023, Additional Agreement № 1 dated 21.03.2023 and Additional Agreement № 2 dated 15.05.2023 to it ("Conversion Agreement"); 3. Approval of the Report of the Board of Directors of "Sopharma" AD under Art. 262i of the Commercial Code to the Company's shareholders regarding the transformation by merger of "Biopharm-engineering" AD into "Sopharma" AD; Draft decision: The EGM approves the Report of the Board of Directors of Sopharma AD to the Company's shareholders regarding the transformation through the merger of "Biopharm-engineering" AD into “Sopharma” AD; 4. Approval of the Examiner's Report under Art. 262m of the Commercial Companies Code regarding the transformation by merger of "Biopharm-engineering" AD into "Sopharma" AD; Draft decision: The EGM approves the Auditor's Report under Art. 262m of the Commercial Code regarding the transformation by merger of "Biopharm-engineering" AD into "Sopharma" AD; 5. Approval of the Audit Committee Statute as proposed by the Board of Directors; Draft decision: The EGM approves the Audit Committee status as proposed by the Board of Directors; 6. Approval of decision for acquisition of own shares; Draft decision: The general meeting of shareholders, on the basis of art. 187b of the Commercial Law and art. 111, para. 5 of the LPOS, adopts a decision to buy back own shares from the capital of the company under the following conditions: not more than 3% for each calendar year; term of the redemption - no longer than 18 (eighteen) months; minimum redemption price – not lower than the nominal value of one share of the company's capital; maximum redemption price BGN 6.50 per share; The General Meeting authorizes the Board of Directors of the company to determine all other parameters of the buyback and to carry out the necessary factual and legal actions to implement the decision of the General Meeting of Shareholders; 7. Miscellaneous.
Attachments:
Invitation for EGM 4 August 2023 Sofia SBT
Merger Contract Annex 1
Merger Contract Annex 1 Attachment 2
Sample proxy
Report of the BoD
Merger Contract
Notification for publication of materials for EGM
Audit Committee Statutes
Merger Contract Annex 2
Merger Contract Annex 1 Attachment 1
Sample declaration for voting through correspondence
Merger Contract Annex 1 Attachment 3
Report of indepdendent auditor