Bulgaria: new rules for listed company general meetings

On 27 March 2009, changes were made to the rules for convening, participating in and voting at listed company general meetings.

The key changes are:

• limiting the definition of “listed company” to those whose seat is in Bulgaria.
• introducing specific requirements for the contents of notices convening general meetings, especially as regards the procedure be adopted by the general meeting for votes cast by correspondence or by electronic means.
• shortening from 45 to 30 days the publication period for the notice convening a listed company general meeting.
• “Publication” means publishing the notice in the Commercial Register and on the company’s own website and notifying the Financial Supervision Commission. The company is not entitled to receive any payment for preparing and publishing the notice.
• listed company articles of association can permit shareholders to participate electronically in general meetings. The company must take all necessary steps to identify the shareholders and ensure the electronic communication is secure, but need only take steps which are proportionate to achieving these objectives.
• electronic participation at general meetings must involve real-time audio and video broadcast enabling shareholders not present to address the general meeting. It must also involve a mechanism for casting votes, whether before or during the general meeting, without having to appoint a proxy holder who is physically present at the meeting.
• shareholders have the right to put items on the agenda and propose resolutions for general meetings but cannot add new agenda items to meetings rearranged following adjournment because the quorum wasn’t met.
• listed company articles of association can permit postal voting before the date of the general meeting (including by email, courier or other means). Postal votes will be valid if received by the company at least a day before the meeting.
• the company can impose procedures for ensuring the identities of the shareholder and their votes, but need those which are proportionate to achieving these objectives.
• proxies can be appointed electronically (as an alternative to writing) and the conditions and procedure for doing so must be published on the company’s website.
• the results of the voting must be made available by the company publishing the minutes of the meeting on its website for 12 months in addition to sending them to the Financial Supervision Commission.

Law: amendments to Public Offering of Securities Act effective from 27 March 2009; Directive 2007/36/EC of 11 July 2007