News
Important Resolutions adopted at the Regular Annual General Assembly of the Shareholders, Held on 27.06.2014
2014.06.27

At the regular session of the General Assembly of the Shareholders of BILLBOARD AD, held on June 27th, 2014 the shareholders adopted the following resolutions:

1. The General Assembly of the Shareholders approved the Annual Reports (individual and consolidated) of the Board of Directors on the company’s activities for the year 2013, the 2013 audited annual financial statements of the company (individual and consolidated) and the respective reports of the certified auditor, the 2013 Report on the implementation of the Remuneration Policy of the Board of Directors of BILLBOARD AD and heared and approved for its information the 2013 Activity Report of the audit committee as well as the 2013 Activity Report of the Investor Relations Director of BILLBOARD AD.

2. The General Assembly of Shareholders passed a resolution not to distribute money dividend to the shareholders as the company’s net profit generated during 2013 in the amount of BGN 142 537.23 to be taken as a non-distributed profit.

3. The General Assembly of Shareholders released from responsibility the members of the Board of Directors Stefan Genchev – Executive member, Kalin Genchev – Chairperson of the Board of Directors, Rumen Radev – Vice Chairperson and independent member of the Board of Directors and Desislav Tomov - independent member of the Board of Directors for their activities during 2013.

4. In accordance with the presented recommendation of audit committee, the General Assembly of Shareholders elected specialized audit company NS Consulting Ltd, having its registered seat and business address at 73, Bulgaria Blvd.,entr. A, floor 2, app. 102, 1404 Sofia, with UIC: 175282408, registered as a specialized audit company under No 142 with ICCA in September 2010, to be the certified auditor engaged with the verification and certification of the company’s annual financial statements for the year 2014.

5. The General Assembly of Shareholders release Rumen Radev as a member of the Board of Directors and elected Borislav Hristov Borisov at his place to be a new member of the Board of Directors of BILLBOARD AD with a 5-year mandate.

6. The General Assembly of Shareholders approved the proposed amendments to the Remuneration Policy for the members of the Board of Directors of BILLBOARD AD.

7. The General Assembly of Shareholders set the gross monthly remuneration for the Executive member and the Chairperson of the Board of Directors of BILLBOARD AD in the amount of 7 minimum salaries established for the country, and gross monthly remuneration for the other members of the Board of Directors of BILLBOARD AD - in the amount of 5 minimum salaries established for the country in accordance with the amendments to the approved Remuneration Policy for the members of the Board of Directors of BILLBOARD AD. The General Assembly of Shareholders set the management collaterals for the members of the Board of Directors of BILLBOARD AD in the amount of their triple gross monthly remunerations.

8. The General Assembly of Shareholders approved the proposed amendments to the Company’s Articles of Association.

9. The General Assembly of Shareholders of BILLBOARD AD authorized the Board of Directors and the Executive Director of BILLBOARD AD (BILLBOARD AD as an associate holding 60 % of the capital of D P S – BULGARIA Ltd. with UIC: 130780386) to vote FOR the adoption of a decision by the general meeting of stockholders of DPS - BULGARIA Ltd. for DPS - BULGARIA Ltd. to enter into a Guarantee Agreement with the EBRD under the conditions described in item. IV of the Motivated report of the Board of Directors of BILLBOARD AD, forming part of the written materials under the agenda of the Extraordinary General Assembly of the Shareholders held on 12.18.2012, with a view to ensure all receivables of EBRD arising from and/or related to the Loan Agreement, the collateral agreements to it, all other financial documents their subsequent amendments described under paragraph 1 of the agenda for the Extraordinary General Assembly of the Shareholders held on 12.18.2012, subject to compliance with the relevant requirements of the acting legislation.

The General Assembly of Shareholders of BILLBOARD AD authorized the Board of Directors and the Executive Director of BILLBOARD AD (BILLBOARD AD as an associate holding 51 % of the capital of Ni Mi Soft Ltd. with UIC: 831021986) to vote FOR the adoption of a decision by the general meeting of stockholders of Ni Mi Soft Ltd. for Ni Mi Soft Ltd. to enter into a Guarantee Agreement with the EBRD under the conditions described in item. IV of the Motivated report of the Board of Directors of BILLBOARD AD, forming part of the written materials under the agenda of the Extraordinary General Assembly of the Shareholders held on 12.18.2012, with a view to ensure all receivables of EBRD arising from and/or related to the Loan Agreement, the collateral agreements to it, all other financial documents their subsequent amendments described under paragraph 1 of the agenda for the Extraordinary General Assembly of the Shareholders held on 12.18.2012, subject to compliance with the relevant requirements of the acting legislation.

The General Assembly of Shareholders of BILLBOARD AD authorized the Board of Directors and the Executive Director of BILLBOARD AD (BILLBOARD AD as a single owner of the capital of INSTORMEDIA Ltd. with UIC: 175025285) to adopt a decision for INSTORMEDIA Ltd. to enter into a Guarantee Agreement with the EBRD under the conditions described in item. IV of the Motivated report of the Board of Directors of BILLBOARD AD, forming part of the written materials under the agenda of the Extraordinary General Assembly of the Shareholders held on 12.18.2012, with a view to ensure all receivables of EBRD arising from and/or related to the Loan Agreement, the collateral agreements to it, all other financial documents their subsequent amendments described under paragraph 1 of the agenda for the Extraordinary General Assembly of the Shareholders held on 12.18.2012, subject to compliance with the relevant requirements of the acting legislation as well as to conclude the Guarantee Agreement on behalf of INSTORMEDIA Ltd.

 
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