PROXY – SAMPLE
In case of a shareholder - individual
I, the undersigned …………………., Unified Civil Number …………………….., holding an
identification document No ……………….., issued on …………… by …………………………, with
address: No ………………. St., …. floor, app. ……, city ……….., in my capacity as shareholder holding
…………………. (…………………) nominal, dematerialized shares with voting rights in the capital of
Kaolin Plc, on the grounds of article 226 of the Commercial Act with reference to article116 paragraph 1
of The Law on Public Offering of Securities
OR
In case of a shareholder - legal entity
I, the undersigned …………………., Unified Civil Number …………………….., holding an
identification document No ……………….., issued on …………… by …………………………, with
address: No ………………. St., …. floor, app. ……, city ……….., in my capacity as representative of
…………………….., with registered business seat and address of management ………………………,
No ………………. St, ….floor, ………… city, UIC (unified identification code) …………….. - a
shareholder holding …………………. (…………………) nominal, dematerialized shares with voting
rights in the capital of Kaolin Plc, on the grounds of article 226 of the Commercial Act with reference to
article116 paragraph 1 of The Law on Public offering of Securities
HEREBY APPOINT
In case of a proxy holder – individual
………………………, Unified Civil Number ………………………, ID card № ……………., issued
by MIA - …………. on ......................., with address: No ………………. St, …. floor, app. ……, city
………..,
or
In case of a proxy holder – legal entity
……………………, with registered business seat and address of management ………………………,
No ………………. St, ….floor, ………… city, UIC (unified identification code) ……………..,
represented by …………………………, Unified Civil Number....................., holding an identification
document No ……………….., issued on …………… by …………………………, with address: No
………………. St., …. floor, app. ……, city ……….., in his/her capacity as .....................................
as Agent for the purpose of representing the company managed by me / me at the ordinary session
of the Annual General Assembly of the Shareholders of Kaolin Plc, Senovo which will take place on
12.06.2013 at 10.00 in the city of Senovo, No 8, Dabrava Str. and in case of lack of quorum on the first
announced date on 27.06.2013 at 10.00 at the same place and under the same agenda and vote with the
shares in the capital of Kaolin Plc held by me/ by the company represented by me ……………………. on
the issues of the agenda as specified below, namely:
1. Approving the Report of the Management Board on the company’s activities for the year 2012.
Draft Resolution: The General Assembly approves the Report of the Management Board on the
company’s activities for the year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
2. Approving the Report of the company’s certified auditor for the year 2012.
Draft Resolution: The General Assembly approves the Report of the company’s certified auditor for the
year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
3. Approving the Audited Annual Financial Report of the company for the year 2012.
Draft Resolution: The General Assembly approves the Audited Annual Financial Report of the company
for the year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
4. Approving the Annual Consolidated Report on the activities of Kaolin Plc for the year 2012.
Draft Resolution: The General Assembly approves the Annual Consolidated Report on the activities of
Kaolin Plc for the year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
5. Approving the Report of the certified auditor for the Consolidated Annual Financial Report of Kaolin
Plc for the year 2012.
Draft Resolution: The General Assembly approves the Report of the certified auditor for the Consolidated
Annual Financial Report of Kaolin Plc for the year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
6. Approving the Audited Consolidated Annual Financial Report of Kaolin Plc. for the year 2012.
Draft Resolution: The General Assembly approves the Audited Consolidated Annual Financial Report of
Kaolin for the year 2012
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
7. Adopting a resolution to release from responsibility the members of the Management Board for their
activities during 2012.
Draft Resolution: The General Assembly releases from responsibility the members of the Management
Board for their activities during 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
8. Adopting a decision to release from responsibility the members of the Supervisory Board for their
activities during 2012.
Draft Resolution: The General Assembly releases from responsibility the members of the Supervisory
Board for their activities during 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
9. Approving the Report of the Investor Relations Director for the year 2012.
Draft Resolution: The General Assembly approves the Report of the Investor Relations Director for the
year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
10. Approving the Report on the activities of the audit committee for the year 2012.
Draft Resolution: The General Assembly approves the Report on the activities of the audit committee for
the year 2012.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
11. Adopting a decision to cover the company’s loss generated during 2012.
Draft Resolution: The General Assembly adopts a decision to cover the company’s loss generated during
2012 by means of the Issue Premium’s Fund.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
12. Adopting a decision for election of new members of the Supervisory Board and permitting
performance of competitive activities from Robert Lindemann-Berk and Prof. Rainer Kirchdoerfer
Draft Resolution: The General Assembly adopts a decision for election of new members of the
Supervisory Board, namely Robert Lindemann-Berk and Prof. Rainer Kirchdoerfer and discharges
Stanimir Krastev and Ivan Slivov from their positions of members of the Supervisory Board. The General
Meeting of Shareholders explicitly consents to performance of competitive activity by Robert LindemannBerk and Prof. Rainer Kirchdoerfer on the basis on the information set out in their notifications under Art.
237, para. 3 of the Commercial Act, and the consent covers already performed activity as well as any
competitive activity to be performed in the future.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
13. Adopting a decision for setting the remuneration of the members of the Supervisory Board.
Draft Resolution: The General Assembly of Shareholders sets the remuneration of the members of the
Supervisory Board.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
14. Adopting a decision for setting the remuneration of the members of the Management Board.
Draft Resolution: The General Assembly of Shareholders sets the remuneration of the members of the
Management Board.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
15. Adopting a decision for electing an audit committee of the company.
Draft Resolution: The General Assembly of Shareholders elects an audit committee with the following
members: Zlatka Koleva, Kalin Apostolov and Marin Marinov. .
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
16. Setting up the mandate of the members of the audit committee and the amount of their remuneration.
Draft Resolution: The General Assembly of Shareholders sets up one-year mandate of the audit
committee and remuneration of its members in the amount of BGN 300 per month.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
17. Adopting a Remuneration Policy for the members of the management and supervisory board of
KAOLIN AD.
Draft Resolution: The General Assembly of Shareholders adopts a Remuneration Policy for the members
of the of the management and supervisory board of KAOLIN AD
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
18. Adopting a new Articles of Association of the company.
Draft Resolution: The General Assembly adopts a new Articles of Association of the company.
Manner of voting:…………………………………….
(“For”, “Against”, “in his/her judgment”, “Abstained”)
The proxy holder/Agent shall be obliged to vote as specified above. In case of instructions for voting
“Against”, “in his/her judgment” and “abstained” the proxy holder/Agent shall have/shall not have the
right to make additional suggestions under the items of the Agenda in his/her judgment. The representation
comprises/does not comprise items included in the Agenda under the conditions of article 231, paragraph 1
of the Commercial Law and were not proclaimed according to article 223 and article 223a of the
Commercial Law. In the cases included in article 231, paragraph 1 of the Commercial Law the proxy
holder/Agent shall have/shall not have the right to decide if and how to vote. In the cases included in
article 223a of the Commercial Law the proxy holder/Agent shall have/shall not have the right to decide if
and how to vote, as well as to make/ not to make suggestions for resolutions under the additionally
included items in the Agenda. Pursuant to article 116, paragraph 4 of the Law on Public Offering of
Securities reauthorization with the rights specified above shall be invalid.
PRINCIPAL _____________________________
Notes:
1. For each of the issues of the Agenda must be specified only one of the listed manners of voting: “For”,
“Against”, “in his/her judgment”or“Abstained”.
2. The shareholder – principal should explicitly indicate one of the alternatively given possibilities in the
concluding paragraph of the Proxy.
3. Member of the Management Board and the Supervisory Board may represent a shareholder at the General
Assembly of the Shareholders only in the cases when the shareholder had explicitly indicated the manner of voting
on each issue of the Agenda.