Right of shareholders
Rights of the shareholders of Billboard JSC as per the effective normative regulations and company statute

The normative regulations setting up the shareholder rights is general – the Commercial Act (CA) and special – Securities Public Provision Act /SPPA/, regulating some specific provisions concerning the rights of public companies shareholders.

  • One election vote right

    Each typical share of Billboard JSC capital gives one election vote right in the General assembly of the shareholders, right of dividend and right of liquidity share comparable to the nominal value of the share.

    The right of election vote is a major non-property right of shareholders whereby they take part in the company management. The right is effectuated on acceptance of decisions on the general assembly on all matters included in the agenda. Each company share gives one election vote right. The company cannot issue shares with more than one election vote right. If shareowners are more than one, they exercise their voting right together by appointing a proxy.
    To enable voting right of a shareholder in a company it is necessary that he had paid the emission value of the share/s as the company respectively his capital increase must have been registered in the Commercial registry.

    The voting right is exercises by persons who have acquired shares and have been entered in the shareholders book kept by Central depository AD as shareholders 14 days prior to the date of the general assembly. The inscription of the entity in the shareholders book is a sufficient condition for acquiring the attribute shareholder, respectively to enable the right of participation in the general assembly of the shareholders and exercise the voting right after the relevant due legitimating. According to the explicit provision of the SPPA, the regulated market whereon the public company shares are traded, immediately after receipt of the invitation for convening the general assembly, the last date for deals conclusion with these shares must be announced, as a result of which the acquirers shall have the right to exercise their voting right in the relevant general assembly – art. 115б, par.3 of SPPA. The shareholders with voting right take part in the shareholders general assembly personally or via a representative authorized through an explicit notary legalized letter of authorization as required by art. 116, par. 1 of SPPA.

  • Right of dividend, commensurate to the nominal share value

    The right of dividend, commensurate to the nominal share value is a major property right of the shareholder expressing as his right to obtain his part of the company profit, commensurate to his participation in the capital. The particular legal provisions for acquiring a dividend are as follows:

    • expiration of the financial year
    • realization of a positive financial result (profit) by the company
    • acceptance of the annual financial report of the company by the General assembly of the shareholders
    • as per the reviewed and accepted annual financial report, the pure value of the property, reduced by the dividends and interests liable to payment, is not less than the company capital amount, fund “Reserve” and other funds that the company must establish as required by the law or the statute
    • acceptance of a solution by the general assembly of the shareholders for distribution of the gained profit in the form of dividend

    All persons entered into the Central depository AD registry as company shareholders on the 14th day after the general assembly date, whereon the annual financial report and decisions for distribution of the profit are accepted, have the right to obtain dividend. The presence of the person in the list of shareholders as of the date stated above, submitted to the company by the Central depository AD, is a sufficient provision that this person obtains dividend after due authentication. The company must provide payment of the dividend voted by the general assembly within 3 months after its convening as the expenses on the payment of it are at the company account. The persons having the right of dividend can exercise this right until the expiration of the total 5-year validity term after which the right lapses and the outstanding dividends remain in the company and allocated to fund “Reserve”. The right of dividend cannot be abolished or restricted based on statutory provision, decision of the general assembly of shareholders or the company management body but its exercising can be restricted in the following directions:

    1. profit for the relevant year, undistributed profit from past years, the part of fund “Reserve” and other company funds, exceeding the minimum appointed by the law or statute, reduced via the uncovered losses from previous years and the allocations for fund “Reserve” and other company funds. It is unacceptable to pay dividends 1.There can be no distribution of a dividend at a size exceeding the limits of the pure
    2. d “Reserve” and other company funds. .It is unacceptable to pay dividends in advance prior to the acceptance of the annual financial report.
    3. At least 1/10 part of the profit gained by the joint stock company must be set apart until the resources in fund “Reserve” reach at least 1/10 part of the company capital
  • Right of liquidity share commensurate to the share nominal value

    The right of liquidity share commensurate to the share nominal value is a major property right of the shareholder contained in the membership legal relation. The exercising of this right supposes suspended company. This right is provisional – it occurs and can be exercised only in case when (and as much as) on company liquidation after the fulfillment of all claims raised by creditors property has left to be distributed among the shareholders and up to the size of that property.

    The right of liquidity share is only with the persons who are company shareholders as of the moment of its suspension.

  • Further rights evolving from the major ones

    Each share of the capital of Billboard AD gives further rights evolving from the major ones:

    • Right of inscription of a part of the new shares on company capital increase commensurate to the shares possessed up until the increase. Based on art. 112, par.1 of the SPPA, on increasing the company capital, the increase commensurate to the shares possessed up until the increase. Based on art. 112, par.1 of the SPPA, on increasing the company capital, the present shareholders have the right of preference acquisition of a part of the new shares corresponding to their share in the capital prior to the increase. The right of involvement in the capital increase is at the persons acquired shares 14 days the latest after the date of general assembly decision for capital increase and when this decision is taken by the management body – the persons who have acquired shares 7 days the latest after the date of public provision notice promulgation. This right cannot be abolished or restricted based on statutory provision, general assembly or the company management body decision.
    • The right of participation in the company management including the right to elect and to be elected in the company management body
    • The right of information is expressed as the opportunity of the shareholders to review all written materials related to the agenda of the general assembly, to obtain such materials upon request free of charge as well as to obtain the minutes of meetings and appendices thereto from previous general meetings that the company must keep. The right of information covers also the right to receive correct, comprehensive and substantial answers from the members of the Council of Directors and the company procurator to all questions asked during the General assembly of shareholders regarding the economic and financial state as well commercial activity of the company, except for circumstances that are considered internal information. The shareholders can ask such questions regardless of their relevance to the agenda. Shareholders can any time ask for and receive information regarding the financial and economical state of the company from the Director in charge with the investor liaisons.
    • The right to claim the appointment of court registered auditors if no such have been elected on the general assembly of the shareholders.
    • The right to suspend the decisions taken by the company general assembly gives the opportunity to every shareholder to raise a claim against the company before the regional court as per registered office for suspension of a general assembly decision when it is controversial to the imperative provisions of law or statute.
    • The right of membership defence gives the opportunity to every company shareholder, with no time limitations, to lay a claim before the regional court as per company registered office, in order to defend the membership right as well as the individual membership rights if violated by the company bodies.
    • The right to convene shareholders general assembly when possessing more than 5 per cent of the voting right shares.
    • The right to claim the appointment of a control body when possessing more than 5 per cent of the voting right shares
    • The right to include further questions in the agenda of already called General assembly of the shareholders when possessing more than 5 per cent of the voting right shares for more than 3 months.

The statute of Billboard JSC does not foresee any other special rights and privileges for the shares of the company capital.

Rights of shareholders related to the shareholders general assembly

Each company shareholder has the right:

  1. To be informed about shareholders general meeting call as provided by the law
  2. To review all materials related to general meeting of the shareholders and upon request – to obtain these materials free of charge
  3. To take part in the shareholders general meeting by delivering statements, proposals and inquiries about the points included in the meeting agenda as well as to exercise the voting right.
  4. To obtain correct, comprehensive and substantial answers of questions from members of the Council of Directors to questions asked on the general meeting regarding the financial and economical state and the company commercial activity, except for circumstances considered as internal information.
  5. To review minutes of meetings as well as the appendices thereto.
  6. To request the presence of a notary on the shareholders general assembly who is to compose a statement protocol as per art.488а of CPC
  7. To claim the abolition of decision taken on the shareholders general meeting as provided by art. 74 of CA, when it is controversial to the imperative provisions of law and company statute.

Shareholders being for more than three months in the possession of shares at the amount of at least 5 per cent of the company capital can further include issues on the agenda of the general assembly after the promulgation / providing the call invitation to the Trade registry; not later than 15 days prior to the opening of the general assembly the shareholders submit to the trade registry a list of the issues to be included in the agenda, proposals for solutions and the written materials relevant to them; not later than on the next working day after the court provision for inclusion of other issues in the agenda of the general assembly, the shareholders submit the list of issues, proposals for solutions and the written materials related to the registered office of the company, as well as of the Financial surveillance commission

Persons possessing together or individually at least 5 per cent of the company capital can:

  1. Request from the regional court the convening of shareholders general assembly or the authorization of their representative to convene a general meeting with an agenda defined by them; аif within one month of the shareholders request for convening a general meeting, it is not fulfilled or if the general meeting is not held within 3 month period of the claim, the regional court as per company registered office can convene a general meeting or authorize the shareholders who claimed the meeting or their representative to convene it.
  2. Request from the general assembly or the regional court the appointment of control bodies to review all company accounting documentation and generate a report for their findings.