Shareholders' rights

1. Right to a dividend

Each shareholder of First Investment Bank AD has the right to participate in the distribution of profits and to receive dividend in case the General Meeting of Shareholders has taken decision to pay out dividends. The persons entitled to receive dividend are these registered as shareholders in the registers of the Central Depository on the 14th (fourteenth) day following the day of the convocation of the General Meeting of Shareholders (General Meeting or GMS) at which the annual financial statements are approved and decision is taken for dividend pay-out. The shareholders can receive the dividend accepted by vote in a 3-month period as from the convocation of the GMS. Any dividends unclaimed for five years as from the day on which their payment was due are retained by the Bank and go to the Reserve Fund.

2. Right to participation in capital increase

In case of a capital increase, each shareholder of First Investment Bank AD has the right to acquire shares, corresponding to his/her share in the capital prior to the increase. The persons who have acquired shares within 14 days after the day of the resolution of the General Meeting on the capital increase are entitled to take part in the capital increase; if the capital increase decision is taken by the Managing Board, such right to take part in the capital increase shall have the persons who have acquired shares 7 days at the latest following the date of publishing of the message for public offering under Art.92, para.1 LPOS.

3. Right to a liquidation quota

In case of termination of First Investment Bank AD, each shareholder has the right to a liquidation quota proportionate to his/her participation in the capital of the Bank. Only the persons who are shareholders of the Bank at the time of its termination are entitled to receive a liquidation quota. In its capacity of a public company, First Investment Bank AD does not issue preferred shares, giving the right to an additional liquidation quota.

4. Right to participation in the General Meeting of Shareholders

Each shareholder of First Investment Bank AD has the right to participate in the General Meeting of Shareholders and express his/her opinion, incl. to ask questions during the GMS on any of the topics included in the Agenda.

4.1. Right to vote at the GMS

Each shareholder of First Investment Bank AD has a voting right at the General Meeting of Shareholders. Each share gives its holder the right to one vote at the GMS. The right to vote may be exercised by shareholders, who are registered in the registers of the Central Depository at least 14 days prior the day of convocation of the GMS. Each shareholder has the right to vote at his/her own discretion on every item included in the Agenda, or to exercise his voting right via a proxy. A shareholder or his/her proxy cannot participate in the voting on claims brought against him/her.

4.2. Right of convening of a GMS

Shareholders of First Investment Bank AD, who have held at least 5% of the capital of the Bank for more than three months, are entitled to request convening of a General Meeting of Shareholders. If within a month the request of the shareholders under the previous sentence has not been satisfied, the Sofia City Court shall convene the General Meeting or shall authorize the shareholders who have requested the convocation or their proxies to convene the GMS.

4.3. Right to include additional items in the Agenda of the GMS

Shareholders of First Investment Bank AD, who have been holding at least 5% of the capital of the Bank for a period of more than three months, have the right to request new items to be added to the Agenda announced in the Notice. No later than 15 days prior to the opening of the GMS, the shareholders as per the previous sentence shall file for announcement in the Commercial Register a list of the items to be added to the Agenda, together with the draft resolutions. By their announcement in the Commercial Register, the items shall be considered included in the proposed Agenda.

4.4. Right to information concerning the GMS

Each shareholder of First Investment Bank AD has the right to receive information on the written materials related to the Agenda of the General Meeting of Shareholders. They are made available to the shareholders not later than the date of announcement of the Notice convening the GMS in the Commercial Register. On request, each shareholder has the right to receive the materials related to the GMS free of charge. The minutes and the proposed draft resolutions of the GMS are kept for at least 5 years, as they are presented to any shareholder at request.

4.5. Right of cancellation of a resolution of the GMS

Each shareholder of First Investment Bank AD may bring a legal action before Sofia City Court for cancellation of a resolution of the General Meeting of Shareholders when such resolution is in contravention to any mandatory statutory provisions or the provisions of Fibank’s By-Laws. The action shall be brought against the Bank within 14 days from the date of the General Meeting, which the petitioner attended or to which she/he has been duly invited, and in all other cases – within 14 days as from the notification but not later than three months after the date of the GMS. Any shareholder may join the legal action in accordance with the provisions of the Civil Procedure Code. She/he can maintain the claim even if the petitioner subsequently denies or withdraws the claim.

5. Right of control over the activities of the governing bodies

Shareholders of First Investment Bank AD, who together or individually hold 5% or more of the Bank's share capital, have the right to:

  • file with the court any claims the Bank may have to third parties, if the Bank's governing bodies neglect to act thus putting the Bank's interests at risk. The Bank shall also be summoned as a party to the legal action.
  • file claims with Sofia City Court for damages caused to the Bank by actions or omissions of the members of the Managing Board and the Supervisory Board.
  • request of the GMS or Sofia City Court to appoint auditors to audit all financial and accounting books and records and to issue a report on their findings.