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Annual Activity Report of Monbat Ad, Sofia for the Financial 2015

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Annual Activity Report of Monbat Ad, Sofia for the Financial 2015 1 ANNUAL ACTIVITY REPORT OF MONBAT AD, SOFIA FOR THE FINANCIAL 2015 WorldReginfo - cf5f184d-4cf3-4e72-b570-82124b121062 2 FORWARD LOOKING STATEMENTS The Annual Report may contain statements which reflect the current view of the Company’s Board of Directors in respect of achieving future financial results, execution of business strategy, plans and objectives of the management. These forward-looking statements concern MONBAT AD and the sectors where the Companies operate in. Statements that include the words “expects”, “intends”, “plans”, “projects”, “accepts”, “will”, “aims”, “strives”, “can”, “could be”, “continues”, and other such statements with regard to the future presentation of the company constitute forward-looking statements for the purposes of the Bulgarian securities legislation and for other purposes. In case that forward-looking statements are presented, the latter concern the future presentation and results of the company that involve risks and uncertainties. It is possible for factors and events to arise that could cause the actual results of MONBAT AD to differ significantly from those given in the forward-looking statements. These factors include but are not limited only to the factors described in the section entitled RISK FACTORS and should be considered in their interaction as well as in view of the whole financial and economic information presented in this document. The forward-looking statements are up-to-date as at the date of the Annual Report. In compliance with the obligations under the Bulgarian legislation and the approved policy of MONBAT AD, the company’s Board of Directors will continue announcing publicly, under the legally provided procedure, new forecasts as well as to update already presented forward-looking statements that need to be corrected. Before taking an investment decision, potential investors should carefully consider the factors stated in the Annual Report, which may cause the actual results of MONBAT AD to differ from the ones presented in this document. PRESENTATION OF FINANCIAL, MARKET, ECONOMIC AND STATISTICAL INFORMATION The financial information in the Annual Report has been prepared in compliance with the International Financial Reporting Standards (IFRS). The market, economic and statistical information as well as information regarding the financial and economic situation in the Republic of Bulgaria and the Bulgarian securities market used in the Report has been taken from various sources, explicitly referred in the respective parts where such information is presented. Information presented in this document regarding a part of the systematic risks for MONBAT AD is extracted from publicly available information, including publications and information disclosed in compliance with the requirements of the applicable securities legislation and other regulations. Information presented in this Report regarding the economic sectors where MONBAT AD operates is extracted from publicly available information, including publications and information disclosed in compliance with the requirements of the applicable securities legislation and other regulations. MONBAT AD does not guarantee the accuracy and exhaustiveness of this information as well as the presence of complete uniformity in the information from all these sources. With this regard, MONBAT AD takes responsibility only for the accurate reproduction of extracts from relevant sources of information. The Board of Directors of MONBAT AD confirms that the information extracted from publications and other publicly available sources is reproduced correctly by the relevant sources and, to the best of its knowledge, no facts which could render the reproduced information inaccurate or misleading are missed. Nevertheless, the Board of Directors of MONBAT AD informs that is has relied on the accuracy of this information without conducting an independent review. WorldReginfo - cf5f184d-4cf3-4e72-b570-82124b121062 3 DEAR SHAREHOLDERS We, the members of the Board of Directors of MONBAT AD, led by the desire to manage the company in the interest of the shareholders and pursuant to the provisions of art. 33 of the Accountancy Act (as at 31.12.2015) , article 100m, paragraph 7 of the LPOS and Annex № 10 to art. 32, paragraph 1, item 2 of Ordinance No. 2 of FCS prepared this Activity Report /the Report/. The Report presents comments and analysis of the financial statements and other essential information regarding the financial situation and the operational results of the company. The Report reflects in a credible way the condition and the development prospects of the company. In 2015 occurred circumstances that the Company's management believes could be of relevance for investors in taking a decision to acquire, sell or continue holding publicly traded securities. The occurred circumstances have been disclosed within the tetms and in accordance with the procedure as provided by the LPOS to the investors, the regulated securities market and the Financial Supervision Commission. The same are also available on the company’s website www.monbat.com – “Investor Center” section, “News – Important Information”. As at 31.12.2015 MONBAT AD generated net sales revenues in the amount of BGN 293 565 thousands which represents 18,30 % growth in comparison with the net sales revenues generated by 31.12.2014 in the amount of BGN 248 159 thousands. The individual net profit of MONBAT AD as at 31.12.2015 is in the amount of BGN 18 454 thousands and reports 33,91 % profit growth compared to the individual net profit of the company for 2014 which is in the amount of BGN 13 780 thousands. І. GENERAL INFORMATION ABOUT THE COMPANY The company was incorporated in the Republic of Bulgaria in accordance with the Bulgarian legislation. The legal and organizational form of MONBAT AD is a joint stock public company. The company has its registered seat and business address at 4, Cherni vrah № 32A, 1407 Sofia. Telephone: + 359 2 962 1150 Fax: + 359 2 962 1146 E-mail : [email protected] Website: www.monbat.com As at the date of this Activity Report the share registered capital of the company is in the amount of BGN 39 000 000 divided in 39 000 000 dematerialized registered shares with a nominal value of BGN 1.00 each of them. Changes in the capital of MONBAT AD since the establishment of the company to date are as follows: On 16.02.1999 by a resolution of Montana District Court in the Commercial Register were filed the following changes under the batch of “AKUMIKAR” AD: the company’s capital was increased form 101 260 000 Bulgarian levs to 749 300 000 Bulgarian levs through issuance of new 64 804 registered voting shares with a nominal value of 10 000 Bulgarian levs each of them. WorldReginfo - cf5f184d-4cf3-4e72-b570-82124b121062 4 By a resolution № 4 оf 05.07.2000 of Sofia District Court the capital of MONBAT AD was denominated from 749 300 000 Bulgarian levs to BGN 749 300, divided into 74 930 registered voting shares with a nominal value of BGN 10 each of them. By a resolution № 8 of 13.01.2003 of Sofia District Court the capital of MONBAT AD was increased from BGN 749 300 to BGN 800 000 through issuance of new 5 070 shares with a nominal value of BGN 10 each of them. By a resolution № 10 of 29.12.2005 of Sofia District Court the capital of MONBAT AD was increased from BGN 800 000 to BGN 14 800 000 through issuance of 1 400 000 registered voting shares with a nominal value of BGN 10 each of them. By a resolution № 11 of 07.08.2006 of Sofia District Court was filed a change in the type of shares of MONBAT AD from materialized into dematerialized and the nominal value of BGN 10.00 per share was changed to a nominal value of BGN 1.00 per share. By a resolution № 12 of 29.11.2006 of Sofia City Court was filed the company’s capital increase from BGN 14 800 000 to BGN 19 500 000 through issuance of new 4 700 000 dematerialized shares with a nominal value of BGN 1.00 each of them. At the general assembly of the shareholders of MONBAT AD held on 16.05.2008 was approved a resolution a part of the company’s profit for the year 2007, together with the Reserve Fund, to be used for the increase of the Company’s capital and the rest of the profit for the year 2007 to be distributed to the shareholders as dividends. The capital increase of MONBAT AD under the procedure of Art.197, para. 1 and Art. 246, para. 4 of the Commercial Act from BGN 19 500 000 to BGN 39 000 000 was filed with the Commercial Register on 15.06.2008. At its session as of 16.07.2008 the Financial Supervision Commission approved a resolution to file the subsequent issue of shares of MONBAT AD, issued as a result of the company’s capital increase from BGN 19 500 000 to BGN 39 000 000. The overall amount of the share registered capital of the company was admitted to trading on the Bulgarian Stock Exchange – Sofia AD. In 2013, 2014 and 2015 were not made changes in the amount of the capital of MONBAT AD. As at 31.12.2015 there is one legal entity that exercises control over the public company MONBAT AD. This company is PRISTA OIL HOLDING EAD, Sofia. PRISTA OIL HOLDING EAD is related to another shareholder with considerable holdings, namely MONBAT TRADING OOD. On the grounds of art. 145, para. 1, item 1 of LPOS PRISTA OIL HOLDING EAD notified Monbat AD on an executed by the company transfer transaction for 1 9500 000 voting shares or 5 % of the capital of Monbat AD with a settlement date of the transaction in the Central Depository 28.10.2015. As a result of the change PRISTA OIL HOLDING EAD holds directly 16 666 371 shares and the same number of votes at the General Assembly of the Shareholders or 42,73 % of the capital of Monbat AD and through the related party Monbat Trading Ltd.
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