To
The Extraordinary General Meeting of the Shareholders
of Bulgarian Telecommunications Company AD,
convened on 16 September 2013 at 10:00 hours
at 115i Tsarigradsko Shose Blvd., floor 5
Sofia
WRITTEN MATERIALS
under item 1 and 2 of the agenda of the Extraordinary General Meeting of shareholders
of Bulgarian Telecommunications Company AD (“BTC” or the “Company”), convened on
16 September 2013 at 10:00 hours at 115i Tsarigradsko Shose Blvd., floor 5, Sofia (the
“General Meeting”):
1. Item 1 of the agenda:
“Revocation of the special rights of the Special Share”
1.1. Proposed decisions:
“The General Meeting:
(a) revokes the special rights, including the rights, specified in Art. 9, Para 3, 4 and 5 of
the Statutes of the Company of 1 (one) second-class preference share from the share
capital of the Company, defined in Art. 8 of the Statutes of the Company as the “Special
Share”, owned by the Republic of Bulgaria, represented by the Minister of Transport,
Information Technologies and Communications and converts the Special Share into a
common registered book entry form voting share from the share capital of the Company;
and
(b) in relation to the resolution under letter (a) of this item 1 adopts changes in the
Statutes of the Company, specified in the written materials on this item of the agenda.”
1.2. Changes in the Statutes of BTC included in the proposed decision under
item 1 (b) of the agenda:
1.2.1. Art. 8 shall be amended as follows:
“The share capital of the Company is BGN 288,764,840 (two hundred eighty-eight million
seven hundred sixty-four thousand eight hundred and forty) divided into 288,764,840
(two hundred eighty-eight million seven hundred sixty-four thousand eight hundred and
forty) common registered book entry form shares ("Common Shares") with a face value
of BGN 1 (one) each”.
1.2.2. Art. 9 shall be amended as follows:
(a) the first sentence of Para 1 shall be deleted; and
(b) Para 3, 4, 5 and 6 shall be deleted, whereas Para 7 and 8 shall be renumbered as
Para 3 and 4 respectively.
1.2.3. Art. 8 shall be deleted.
1.2.4. Art. 15 shall be amended as follows:
Bulgarian Telecommunications Company АD
Address: 1784 Sofia, 115i Tsarigradsko Shose Blvd.
UIC 831642181, VAT No. BG831642181
(a) the expression “and upon approval by the Special Shareholder” in the first sentence
of Para 1 shall be deleted; and
(b) the expression “approved by the Special Shareholder” in the first sentence of Para 2
shall be deleted.
1.2.5. The expression “and upon approval by the Special Shareholder” in the second
sentence of Para 1 of Art. 16 shall be deleted.
1.2.6. The expression “and upon approval by the Special Shareholder” in the first
sentence of Para 4 of Art. 17 shall be deleted.
1.2.7. Para 2 of Art. 20 shall be deleted.
1.2.8. The expression “as well as of the Preferential Share when decisions requiring the
vote of the Preferential Share are taken” in the first sentence of Para 1 of Art. 26 shall be
deleted and a full stop shall be placed after brackets.
1.2.9. Para 4 and 5 of Art. 28 shall be deleted, whereas Para 6, 7 and 8 shall be
renumbered as Para 4, 5 and 6 respectively.
1.2.10. Para 3 of Art. 30 shall be deleted.
1.2.11. Sentence 4 of Para 3 of Art. 31 shall be deleted.
1.2.12. Art. 32 shall be amended as follows:
(a) the second sentence of Para 4 shall be deleted; and
(b) the expression “unless a decision requires the vote of the member of the Supervisory
Board nominated by the Special Shareholder (if such a member has been appointed), in
which case his presence is mandatory” in the second sentence of Para 5 shall be deleted.
1.2.13. Para 3 of Art. 34 shall be deleted.
1.2.14. Para 3 of Art. 36 shall be deleted, whereas Para 4 shall be renumbered as Para 3.
1.3. Circumstances determining the proposed decisions under item 1 of the
agenda:
Pursuant to Art. 9, Para 4 of the Statutes of BTC the owner of the Preferential Share is
obliged to ensure the deletion of its special rights upon the fulfillment of certain
conditions included in the Statutes. As per the date of the convening of the General
Meeting these conditions are fulfilled.
With a view of the practical facilitation of the process of deletion of the special rights of
the Preferential Share, the above proposed decision for revocation of these rights and its
conversion into a common registered book entry form voting share from the share capital
of the Company, as well as adoption of the corresponding changes in the Statutes, is
presented to the shareholders.
2. Item 2 of the agenda:
“Change of the company name of BTC”
2.1. Proposed decisions:
“Under the condition that all shares from the share capital of BTC are acquired by Viva
Telecom Bulgaria EAD, UIC 202222749, the General Meeting:
(a) changes the company name of the Company from Bulgarian Telecommunications
Company AD to Bulgarian Telecommunications Company EAD; and
Bulgarian Telecommunications Company АD
Address: 1784 Sofia, 115i Tsarigradsko Shose Blvd.
UIC 831642181, VAT No. BG831642181
(b) in relation to the resolution under letter (a) of this item 2 adopts changes in the Statutes
of the Company, specified in the written materials on this item of the agenda.”
2.2. Changes in the Statutes of BTC included in the proposed decision under
item 2 (b) of the agenda:
2.2.1. Art. 1, Para 1 shall be amended as follows:
“Bulgarian Telecommunications Company EAD, hereinafter referred to as “BTC” or the
“Company”, shall be a Bulgarian joint stock company with a two-tier system of
governance.”
2.2.2. Art. 2, Para 1 shall be amended as follows:
“The name of the Company is “Българска телекомуникационна компания ЕАД.” In
English translation it shall be written as follows: “Bulgarian Telecommunications
Company EAD”.”
2.2.3. Art. 7 shall have the following changes:
(a) Para 1 shall be amended as follows:
“The Company shall have a round corporate seal with inscription “Българска
телекомуникационна компания ЕАД” and an image of the Company logo”; and
(b) Para 3 shall be amended as follows:
“In its international correspondence the Company shall use a round corporate seal with
the inscription translated into the English language: “Bulgarian Telecommunications
Company ЕАD”.”
2.2.4. Item 1 of Art. 22shall be amended as follows:
“1. General Meeting. In case the Company is sole owned joint-stock company, the sole
owner of the share capital shall decide on the issues of competence of the General
Meeting.”
2.2.5. Para 2 of Art. 23 shall be supplemented with the following 2 sentences:
“Written minutes shall be issued for the resolutions of the sole owner of the share capital.
In such case the procedure for the convocation and holding of the General Meeting shall
not apply.”
2.3. Circumstances determining the proposed decisions under item 2 of the
agenda:
Upon the acquisition of all shares from the share capital of the Company by the majority
shareholder Viva Telecom Bulgaria EAD the changes in the company name of BTC and
ways of taking resolutions by the sole owner of the share capital shall be made in the
Statutes and the Commercial Register.
With a view of the practical facilitation of the business of the Company and the timely
registration of the above circumstances it is hereby proposed the changes to be voted by
the present shareholders of the Company whereas the resolution will have effect as of
the acquisition of all shares from the share capital of the Company by the majority
shareholder.
The present written materials on items 1 and 2 of the agenda of the General Meeting are
approved by a resolution of the Managing Board of BTC on 12 August 2013.
Bulgarian Telecommunications Company AD
Bulgarian Telecommunications Company АD
Address: 1784 Sofia, 115i Tsarigradsko Shose Blvd.
UIC 831642181, VAT No. BG831642181