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With reference to the regular session of the General Assembly of Shareholders of BILLBOARD Plc, hold on June 30th 2008 from 10.30 to 12.05, we would like to announce the more important decisions, adopted by the shareholders:
- The General Assembly of Shareholders adopted a decision for election of a certified auditor for 2008, namely: specialized audit company „HLB Bulgaria” Ltd. (with former company name „Biex Audit” Ltd), with registered seat and address of management at № 149-151, Konstantin Velichkov blvd., 1st Floor, Office 2, Sofia, registered under № 017 in the Register of CPAI (Certified Public Accountants Institute).
- The General Assembly of Shareholders relieved from responsibility the members of the Board of Directors (Kalin Vasilev Genchev – Chairman of the Board of Directors, Stefan Vasilev Genchev – Executive member of the Board of Directors and Rumen Radev – Vice Chairman of the Board of Directors and an independent member) for their activity in 2007.
- The General Assembly of Shareholders adopted a decision not to distribute dividend to the shareholders, as the company’s profit, generated in 2007, to be appropriated in “not distributed profit”.
- The General Assembly of Shareholders adopted a decision the company’s premiums from issues to the amount of BGN 9 616 000 to be appropriated in the company’s Reserve Fund.
- The General Assembly of Shareholders adopted a decision the company’s capital to be increased from BGN 7 500 000 to BGN 15 000 000 under the procedure of Art. 246, para.4 of the Commercial Act through transformation of part of the company’s reserves into capital through issuance of new 7 500 000 registered, dematerialized shares with voting rights and nominal value BGN 1.00, each of them. The new shares shall be distributed among the shareholders in proportion to their capital participation until the increase, as the right to participate in the distribution of new shares for the capital increase shall have persons, who have acquired shares not later than 14 days after the date of the decision of the General Assembly of the shareholder for the capital increase. Each shareholder, who/which has acquired shares not later than 14 days after the date of the decision of the General Assembly of the shareholder for the capital increase, for one share shall receive one new.
- The General Assembly of Shareholders adopted the following amendments and supplements to the company’s Articles of Association:
In Art. 7 of the Articles of Association, at the end of the provision to be added: Acquisition and incorporation of new companies with main scope of activity – printing, wide printing activity, advertising activity.
Art. 8, para. 1 of the Articles of Association shall have the following formulation: The company’s capital is to the amount of BGN15 000 000 (fifteen million) levs, allocated into 15 000 000 (fifteen million) shares with nominal value BGN 1.00 (one) lev each of them.
Art. 8, para. 2 of the Articles of Association shall be amended and have the following formulation: "The capital value is fully deposited."
Art. 8, para. 3 of the Articles of Association shall be revoked.
In the beginning of the first sentence of Art.14, para. 4 of the Articles of Association shall be made the following supplement: „Upon an increase of the company’s capital...”, as the text shall have the following formulation: „ Upon an increase of the company’s capital each shareholder shall have the right to acquire a part of the new shares which is proportionate to his share in the capital before the increase. Art. 194, para. 4 and Art. 196, para. 3 of the Commercial Act shall not be applicable.”
A new para. 11 of Art. 14 of the Articles of Association shall be adopted with the following formulation: « The company’s capital may be increased both under a resolution of the General Assembly of Shareholders and under a decision of the Board of Directors, for a period of 5 years to the amount of up to BGN 50 000 000 /fifty million Bulgarian levs/. The capital increase from the Board of Directors in accordance with the provision of Art.196 of the Commercial Act may be done without a particular due delegation from the General Assembly of Shareholders for each particular case but entirely on the grounds of the authorization provided by this article, for a period of up to 5 years as of the entering the current amendments of the Articles of Association in the Commercial Register. In the decision for a capital increase the Board of Directors shall specify the amount and the purpose of each increase; the number and the kind of the new shares, the rights and preferences for them; the period and conditions for transferring the rights within the meaning of § 1, p. 3 from the Public Offering of Securities Act, issued for the existing shares; the period and conditions for subscription of the new shares; the amount of the issue value and the term and conditions for its payment; the investment intermediary which is assigned to carry out the subscription.»
Art. 17, para. 2 of the Articles of Association shall be revoked.
The second sentence of the provision of Art. 23, para. 3 of the Articles of Association shall be revoked.
A new para. 8 of Art. 23 shall be adopted with the following formulation: “The company may use electronic means for provision of information to the shareholders, if the following conditions are met:
- the use of electronic means does not depend on the registered seat or address of the shareholders or the persons referred to in Art. 146, Para 1, Items 1 – 8 of the Public Offering of Securities Act;
- identification measures have been put in place so that the shareholders or the persons entitled to exercise or to direct the exercise of voting rights, are effectively informed;
- the shareholders or the persons referred to in Art. 146, Para 1, Items 1 – 5 of the Public Offering of Securities Act, entitled to acquire, transfer or exercise voting rights, have explicitly expressed their consent in writing for the use of electronic means for conveying information or they have not explicitly objected within 14 days from receiving a request by the public company for such consent. Upon request of the persons referred to in the first sentence the public company shall be obliged at any time in the future to convey the information also on paper carrier;
- any apportionment of the costs entailed in the provision of such information by electronic means does not contradict to the principle of equal treatment laid down in Art. 100b of the Public Offering of Securities Act.
In Art. 33, para.1 of the Articles of Association – the words «3 years» shall be replaced with «5 years».

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