Industrial Bulgaria : Decisions and Minutes from the IHB AGM on 25 June 2024

DECISIONS
of the annual General meeting of shareholders of Industrial holding BulgariaPLC
25 June 2024, Sofia City, at 58 Kn. Maria Luiza bul., Sofia, Conference center Project lab, floor 2, Conference hall Europe

1. Acceptance of the Activity Report of the Company for 2023 and the Consolidated Activity Report of the Company for 2023.

Decision:The General Meeting of the Shareholders accepts the Activity Report of the Company for 2023 and the Consolidated Activity Report of the Company for 2023.

2. Acceptance of the Report of the Registered Auditor for the audit made of the Annual Financial Statements of the Company for 2023 and the Report of the Registered Auditor for the audit made of the Consolidated Annual Financial Statements of the Company for 2023.

Decision:The General Meeting of the Shareholders accepts the Report of the Registered Auditor on the audit made of the Annual Financial Statements for 2023 and the Report on the audit made of the Consolidated Annual Financial Statements of the Company for 2023.

3. Acceptance of the Annual Financial Report of the Company for 2023 and the Consolidated Financial Report of the Company for 2023.

Decision:The General Meeting of the Shareholders accepts the Annual Financial Report of the Company for 2023 and the Consolidated Financial Report of the Company for 2023.

4. Adopting of a decision for allocation of the earnings of the Company for 2023.

Decision:The General Meeting of the Shareholders adopts a decision for allocation of the earnings of the Company for 2023 amounting to BGN 6,220,345.72 (six million two hundred and twenty thousand three hundred forty-five BGN and seventy-two stotinki) to remain as retained earnings of the Company.

5. Report on implementation of remuneration policy for members of the Supervisory Board and the Management Board of Industrial holding Bulgaria PLCfor 2023.

Decision:The General Meeting of the Shareholders accepts the Report on implementation of remuneration policy for members of the Supervisory Board and the Management Board of Industrial holding Bulgaria PLC for 2023.

6. Release from liability of the members of the Supervisory Board and the Management Board for their activities in 2023.

Decision:The General Meeting of the Shareholders releases from liability for their activities in 2023:

As members of the Supervisory Board

• SnezhanaIlieva Hristova
• Konstantin Kuzmov Zografov
• DZH AD, represented by Elena Petkova Kirtcheva.

As members of the Management Board:

• Daneta Angelova Zheleva,
• Galina Petrova Deneva,
• Borislav Emilov Gavrilov,
• Boyko Nikolov Noev for the period from 01.01.2023 to 05.19.2023;
• Vasil Mladenov Tzanev for the period from 19.05.2023 to 31.12.2023.

7.Determining of the remuneration of the members of the Supervisory Board and the Management Board of the Company for 2024.

Decision:The General Meeting of the Shareholders determines the monthly remuneration of the members of the Supervisory Board and the Management Board of the Company for 2024amounted to 1200 leva.

8. Adopting of a decision for renewal of the mandate of members of the Supervisory Board of the Company.

Decision:The General Meeting of the Shareholders re-elects for a new 5-year mandate as a member of the Supervisory Board Mrs. Snezhana Ilieva Hristova and DZH AD, through an explicitly appointed representative, as of the date of the General Meeting of Shareholders.

9.Report on the Activity of the Audit Committee of the Company for 2023.

10. Selection of a registered auditor of the Company for 2024.

Decision:The General Meeting of the Shareholders selects the recommended by the Audit Committee registered auditor of the Company for 2024 - BDO AFA OOD.

11. Change of the Company's address of management.

Decision:The General Meeting of the Shareholders changes the Company's address of management from 42 "Damyan Gruev" St., Metropolitan district Krasno Selo, Sofia, to 79 Knyaginya Maria Luiza Blvd., 3th floor, Metropolitan Region of Vazrazhdane, Sofia.

12. Amendments to theStatutethe Companyin connection with the decision taken under item 11 to change the address of management.

Decision:The General Meeting of Shareholders approves the following changes in the Statute the Company:

1. In Article 2a, Paragraph 3, the expression "42 "Damyan Gruev" St., Metropolitan district Krasno Selo, Sofia" is replaced by "79 Knyaginya Maria Luiza Blvd., 3th floor, Metropolitan Region of Vazrazhdane, Sofia".

The text of Art. 2, para. 3 of the Statute acquires the following wording:

"Address of management: 79 Knyaginya Maria Luiza Blvd., 3th floor, Metropolitan Region of Vazrazhdane, Sofia".

2. In Paragraph 2 of the Final Provisions after the phrase "and with a decision of the General Meeting of the Company held in the city of Sofia on 15.06.2023" a comma shall be added and the phrase "and with a decision of the General Meeting of the Company held in the city of Sofia on 25.06.2024" shall be supplemented.

13. Report on the Activity of the Investor Relations Director for 2023.

14. Empowering of the Management Board of the Company to conclude transactions falling within the scope of art. 114, para. 1, item 2 of the Public Offering of Securities Act.

Decision:The General Meeting of Shareholders on the grounds of the reasoned report of the Management board, prepared pursuant to Art. 114a of the Public Offering of Securities Act, empowers the Management board of the Company to conclude transactions falling within the scope of art. 114, para. 1, item 2 of the Public Offering of Securities Act, resulting in the issuance of two corporate guarantees and the occurrence of a contingent liability for "Industrial Holding Bulgaria" PLC in favour of Sumec Marine Co.,Ltd. and New Dayang Shipbuilding Co.,Ltd., P.R. China as the seller, to guarantee the fulfilment of obligations of the subsidiaries Karia Ltd., Marshall Islands and Ticha Ltd., Marshall Islands, under the following basic parameters:

• objective: guarantee payments under a shipbuilding contract for 2 bulk carriers 64,100 DWT
• amount of each of the corporate guarantees: USD 34,600,000, plus sums for additional works assigned during construction, but not more than 5% of the value of the corporate guarantee.
• validity of corporate guarantees: until the ships are delivered, but no later than December 31, 2028.

The Management board, directly or through the Chief Executive Officer of the Company, has the right to negotiate by its own all other parameters of the transactions above, in the range of above stated conditions.

• Minutes from the AGM (in Bulgarian)