ANNUAL ACTIVITY REPORT OF
MONBAT AD, SOFIA
FOR THE FINANCIAL YEAR 2012
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 companies included
in its economic group as well as 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 and the companies included in the economic group 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 and
the companies in its economic group 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 confirm 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.
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, 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 2012 circumstances occurred 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.
These circumstances have been disclosed within the terms 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”.
The financial 2012 was successful for MONBAT AD – the company generated net sales
in the amount of BGN 183 371 thousand which represents a 6 % decrease in comparison with
the net sales generated by 31.12.2011 in the amount of BGN 194 931 thousand. The individual
net profit of MONBAT AD as at 31.12.2012 is in the amount of BGN 9 051 thousand and
reports a 45 % increase compared to the individual net profit of the company for 2011 which is
in the amount of BGN 6 250 thousand.
І. GENERAL INFORMATION ABOUT THE COMPANY
The company was filed by a resolution of 13.06.1990 of the District Court of Montana
and based on an Order № 45 of 14.05.1990 of the Ministry to Economy and Planning of the
PRB (People's Republic of Bulgaria) with the register of state-owned companies and companies
of public organizations under № 23 as a state company “AKUMIKAR” with its headquarters Mihailovgrad, scope of activity: production of accumulator batteries and statutory fund – 3 468
thousand Bulgarian levs (state property), provided to the state company in its capacity of the
successor of the battery factory - the town of Mihailovgrad from "Pima" company –
Mihailovgrad, incorporated by a resolution № 83 of the Council of Ministers as of June, 1989.
By a resolution of 16.02.1999 of Montana District Court in the Commercial Register
under the batch of “AKUMIKAR” AD was filed the change of the business name of the
Company from “AKUMIKAR” AD to “MONBAT” AD.
Following that date the company has not changed its legal and business name.
According to the provisions of Article 4 of the Articles of Association of MONBAT AD,
the Company shall not be limited by time or other resolutive condition.
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, Golo Bardo Str.,
Lozenetz district, 1407 Sofia.
Telephone: + 359 2 962 1150
Fax: + 359 2 962 1146
E-mail : investorrelations@monbat.com
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.
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 2009, 2010, 2011 and 2012 were not made changes in the amount of the capital of
MONBAT AD.
As at 31.12.2012 the capital structure of MONBAT AD is the following:
Table № 1
Name of shareholder
Prista Oil Holding EAD, Sofia
Monbat Trading OOD, Sofia
Monbat AD – treasury ordinary shares
Other physical and legal persons
Number of shares
Percentage of
capital
26 720 129
68.51 %
2 752 800
7.06 %
2 622 865
6.72 %
6 904 206
17.71 %
MONBAT AD is a part of an economic group. Major shareholder of the issuer is Prista
Oil Holding EAD, Sofia. Prista Oil Holding EAD and Monbat Trading Ltd. are related parties
and jointly hold 75.57 % of the votes at the general assembly of MONBAT AD. For further
details, please refer to note 18 Share Capital to the audited financial statements.
Prista Oil Holding EAD was registered under company’s case N 13825/1994 of Sofia
City Court with registered seat and business address at 9, Layosh Koshut Str., Sofia.
AS AT 31.12.2012 THE STRUCTURE OF THE ECONOMIC GROUP OF
MONBAT AD IS THE FOLLOWING:
At the regular annual session of the general assembly of the shareholders of MONBAT
AD, held on 25.06.2012 was approved a decision to change the management system of the
company, namely to turn form a two-tier to one-tier management system.
At the held session of the general assembly of the shareholders was approved a decision
for the company to be managed by a Board of Directors consisting of 9 members, namely:









Atanas Bobokov – Chairperson of the Board of Directors
Petar Petrov – Executive Director
Ivan Karageorgiev – Member of the Board of Directors
Plamen Bobokov – Member of the Board of Directors
Stoyan Stalev – Member of the Board of Directors
Alexander Chaushev – Member of the Board of Directors
Nikolay Trenchev – Member of the Board of Directors
Kamen Zahariev – Member of the Board of Directors
Florian Huth – Member of the Board of Directors
The members of the Board of Directors of MONBAT AD were filed with the
Commercial Register to the Registry Agency on 25.07.2012 under № 20120725103746.
At the regular annual session of the general assembly of the shareholders of MONBAT
AD, held on 25.06.2012 were adopted new Articles of Association of the company, filed with the
Commercial Register to the Registry Agency on 25.07.2012 under № 20120725104818.
ІІ. OVERVIEW OF THE ACTIVITIES AND THE CONDITION OF THE
COMPANY
1. Principal Activity
The principal activity of MONBAT AD is production of lead-acid starter and stationary
accumulator batteries and their servicing. The products of the company can be divided in the
following main groups:
Starter Batteries
Comprehensive lineup of starter batteries, featuring the classic
construction "Dynamic", "Maintenance Free", "Premium", "Heavy Duty"
and "JIS" series and the AGM range under the label GEM. The batteries
application cover the entire range of passenger and commercial vehicles,
heavy trucks and agricultural machines, operating in normal and harsh
environmental conditions.
Stationary Batteries
Valve-regulated lead-acid (VRLA-AGM) batteries, constructed in
accordance with the following standards and reference norms: IEC 60
896-21/22, EN 60896-2, BS 6290-4, IEC 707 FVO, UL 94 VO, BS 6334
FVO, BDS 10457 / 88 and EUROBAT specification: Long life. Product
range of 2-, 4-, 6- and 12-volt batteries with capacities from 50 to 600 Ah.
Semi-traction Batteries
An impressive combination of supperior cycling performance and superb
starting power, makes these batteries a multipurpose energy source for
applications like small traction, solar systems, cleaning machines, lifting
devices, lighting, leisure time, etc.
Special Batteries
Batteries for military application, suitable for both Russian and NATO
designed tanks and armoured vehicles - LAND POWER series, as well as
for Russian helicopters and Airplanes - AIR POWER series.
Locomotives Batteries
Railroad source of starter power - batteries designed to facilitate diesel
engines initial cranking and to provide the electronic and control circuits
power supply in the electrolocomotives.
2. Major raw materials
The major raw materials essential to the Company’s activities are: lead with purity of
99.99% and 99.985%, lead alloys - antimony and calcium, polypropylene trade-mark 7523,
polyethylene separator and sulfuric acid. The availability of these materials that MONBAT AD
supports ensures the production process for a period of between 15 and 30 days. Prices of lead
and lead alloys and polypropylene are variable and directly dependent on the exchange prices of
lead on the London Metal Exchange and the stock exchange price of oil.
During the last 4 years the management of MONBAT AD has made considerable
investment expenses to ensure resource availability of lead and propylene - own production, by
means of building its own recycling facilities. In 2009 was completed the overall construction of
a powerful industrial product base for recycling of accumulator battery and lead scrap, lead
alloys, polyethylene and polypropylene production of lead, lead alloys, polyethylene and
polypropylene materials in the town of Montana. The production was put into operation and
provides a significant part of the raw material needed by MONBAT AD.
On 01.09.2010 in the town of Indjiya, Serbia was officially opened the state-of-the-art
plant in the region for recycling of used lead-acid batteries – Monbat DOO. It is expected that
the plant will process annually between 15 – 16 000 tones of lead and lead alloys.
On 31.01.2011 the second foreign recycling plant in the economic group of MONBAT
AD - Monbat Recycling SRL, Romania started production activities. On 09.06.2011 in the city of
Bucharest, Republic of Romania was officially opened the state-of-the-art plant for recycling of
used lead-acid batteries – Monbat Recycling, Romania. The investment amounts to EUR 13
million and has been made within approximately 3 years. For the construction of the plant have
been used the latest technologies in the recycling field, as the equipment was made in Italy,
France and Bulgaria. It is expected that initially the plant will produce annually between 15–
16 000 tones of lead and lead alloys. However, the capacity of the installation for crushing used
lead and lead alloys is 40 thousand tones annually and that of the metallurgical section – 22
thousand tones annually. The produced lead and lead alloys will be placed on the European
Union market as well as in other countries, including for production of batteries of the parent
company in Bulgaria. This was the second foreign plant for recycling of used lead-acid batteries
that MONBAT AD opened.
The share of own recycled lead used in the production process in 2010 was 47% and the
share of the recycled polypropylene - own production - almost 100 %.
The share of own recycled lead, that MONBAT AD purchases mainly from its
subsidiaries, used in the production process in 2011 represents 85% and the share of the recycled
polypropylene - own production - almost 100 %.
The share of own recycled lead, that MONBAT AD purchases mainly from its
subsidiaries, used in the production process in 2012 represents 62% and the share of the recycled
polypropylene - own production - almost 100 %.
By means of creating own recycling facilities, the management of the company strives to
reduce the risk of change in the price of the major raw materials.
The movement of the lead price in 2012 is shown in the following diagram:
MOVEMENT OF THE LEAD PRICE FOR THE
PERIOD JANUARY-DECEMBER 2012
Au
gu
Se
pt st
em
be
r
O
ct
ob
N
ov e r
em
be
D
r
ec
em
be
r
Ju
ly
Ja
nu
a
Fe ry
br
ua
ry
M
ar
ch
Ao
r il
M
ay
Ju
ne
2500
2000
1500
1000
500
0
USD/MT
The production is dependent on the price of electricity and natural gas, which are
currently state-regulated. However, these prices do not significantly affect the cost price
formation, as production of accumulator batteries is not energy consuming - up to 3.56 % of the
cost price of the output is determined by electricity consumption and 1.37 % of the natural gas
consumption.
MARKETS AND SALES
The marketing channels of MONBAT AD are built primarily on the basis of distribution
trading for the domestic and foreign market. The company has granted deferred payment terms
for the domestic market up to 30 days and for the foreign market – up to 90 days. In case of
deferred payments, sales are being insured by BAEZ AD (the Bulgarian Export Insurance
Agency).
MONBAT AD produces a wide range of products and has international positions in the
markets of the Balkan countries and expanded market presence in the Western European
markets, including Germany, France, Italy, Great Britain, Belgium, Switzerland, Norway,
England, Sweden, Italy, Poland.
Direct competitors on the regional market are the Bulgarian producers which are
significantly inferior both in terms of capacity and quality to MONBAT AD. The largest among
them is Elhim-Iskra AD. In 2007 MONBAT AD acquired the third largest producer in the
accumulator batteries business in Bulgaria – START AD, Dobrich.
The net sales generated by the company in 2012 are in the amount of BGN 183 371
thousands which represents a decrease by 6 % compared to 2011 when the generated net sales
revenues were in the amount of BGN 194 931 thousands.
The generated sales revenues on the domestic market in 2012 are in the amount of BGN
46 793 thousand and represent 25.52 % of the total sales and the generated revenues from
exports including intra-community supplies are in the amount of BGN 136 578 thousand and
represent 74.48 % of the company’s net sales revenues.
BREAKDOWN OF THE NET SALES REVENUES ON THE DOMESTIC AND
FOREIGN MARKETS
31.12.2012
25,52 %
74,48%
Export
Domestic market
For the period 01.01.2012 - 31.12.2012 MONBAT AD has generated individual revenues
from exports totaling BGN 136 578 thousand which represents 74.48 % of the total net sales
revenues. For the period 01.01.2012 - 31.12.2012 the major market for MONBAT AD was
France with EUR 9.85 mln. sales revenues which represents 14.10 % of the totals exports of the
company on an individual basis.
Breakdown of the markets of MONBAT AD in 2012 is presented in the following table:
Тable № 2
31.12.2012
Country
FRANCE
GERMANY
OTHER
TURKEY
GREECE
GREAT BRITAIN
HOLLAND
SPAIN
SERBIA
UKRAINE
POLLAND
ROMANIA
HUNGARY
ITALY
BELGIUM
SOUTH AFRICA
Export
(EUR, mln)
9.85
7.01
7.69
4.94
4.17
4.02
3.49
2.78
2.43
2.39
2.30
2.15
2.08
1.99
1.95
1.88
31.12.2011
%
14.11
10.04
11.01
7.07
5.97
5.76
5.00
3.98
3.48
3.42
3.29
3.08
2.98
2.85
2.79
2.69
Export
(EUR, mln)
13.23
13.18
5.79
4.49
2.13
4.03
2.97
2.24
1.07
1.50
3.40
2.56
1.64
1.89
1.77
0.50
%
18.94
18.86
8.29
6.43
3.05
5.77
4.25
3.21
1.53
2.15
4.87
3.66
2.35
2.70
2.53
0.72
CZECH
IRELAND
FINLAND
DENMARK
NORWAY
EGYPT
LITHUANIA
TOTAL
1.68
1.55
1.44
1.27
1.11
0.88
0.78
69.83
2.41
2.22
2.06
1.82
1.59
1.26
1.12
100
1.26
1.51
1.56
1.26
1.09
0.1
0.7
69.87
1.80
2.16
2.23
1.80
1.56
0.14
1.00
100
BREAKDOWN OF SALES BY TYPES OF BATTERIES AS AT 31.12.2012
Specialized
batteries arm y
power range;
1,50%
Sem i-traction
batteries; 3%
Locom otive
batteries; 0,50%
Stationary batteries
for telecom
application; 26%
Starter batteries;
69%
BREAKDOWN OF SALES BY TYPES OF BATTERIES AS AT 31.12.2011
Specialized batteries army
power range; 1,50%
Locomotive batteries;
0,50%
Semi-traction batteries;
3%
Stationary batteries for
telecom application ; 18
%
Starter batteries; 77%
OPERATING RESULTS
As a result of its business activities carried out in 2012 MONBAT AD reports profit
before taxes in the amount of BGN 10 236 thousand which represents a growth by 45 %
compared to the profit before taxes generated in 2011 in the amount of BGN 7053 thousand.
The individual net profit of MONBAT AD for 2012 is in the amount of BGN 9051
thousand and registers a growth by 45 % compared to the company’s individual net profit for
2011.
NET SALES REVENUES, EBITDA, NET PROFIT
120
104,06
93,76
99,67
100
80
Net sales revenues
60
40
EBITDA
Net profit
9,61
5,85
7,19
20
3,20
6,36
0
2010
2011
*Data presented in EUR mln.
2012
4,63
Table №3
SHAREHOLDERS' EQUITY, MINORITY
HOLDINGS AND LIABILITIES
2010
1
а
А. SHAREHOLDERS' EQUITY
I. Share capital
II. Reserves
III. Retained earnings
1. Retained earnings from previous periods
undistributed profit
loss not covered
one-time effect from changes in accounting policy
2. Current year profit
3. Current year lost
Total retained earnings
TOTAL SHAREHOLDERS' EQUITY "А"
(I+II+III):
2011
2
2012
3
%
37326
72005
-1%
7%
36858
76978
-1%
-3%
36377
74893
0
0
0
0
0%
0%
0%
0
0
0
0
0%
0%
0%
0
0
0
0
14064
0
14064
0%
-56%
0%
-56%
6250
0
6250
0%
45%
0%
45%
9051
0
9051
123395
-3%
120086
0%
120321
Table № 4
2010
14 223
Operational profit
2011
7 227
2012
6 965
The operating profit of MONBAT AD for 2010 is in the ammount of BGN 14 223
thousand. In 2011 was reported a decrease in the amount of the generated operating profit as it
was in the amount of BGN 7227 thousand.
The individual operating profit of the company generated in 2012 is in the amount of
BGN 6965 thousand. In 2012 compared to 2011 the company’s net sales revenues decreased by
6 % as the as the operating expenditures of the company also decreased by 6 %.
Table №5
Operating revenues by ca tegory
REVENUES
А. Operating revenues
I. Net revenues from the sale of:
1. Finished goods
2. Goods for sale
3. Services
4. Other
I: Total net revenues from sale
II. Revenues from financing for fixed assets
incl. government grants
II: Total
III. Financial income
1. Interest revenue
2. Divident income
3. Gains from operations with financial assets
and instruments
4. Gains from foreign exchange operations
5. Other financial income
III: Total financial income
B. Total revenues before extraordinary activities
(I+II+III)
2010
1
2011
2
%
(in thousand BGN)
2012
3
156855
5669
1370
39627
203 521
-6%
-80%
5%
12%
-4%
147840
1150
1439
44502
194 931
0%
-75%
-33%
-23%
-6%
147916
284
966
34205
183 371
0
0%
0
0%
498
1733
0
59%
0%
2757
0
74%
0%
4807
0
1011
0
94
1254
4 092
0%
101%
0%
-28%
189
0
2 946
0%
-82%
0%
69%
0
34
150
4 991
207 613
-5%
197 877
-5%
188 860
Operating expenditures by category
Table № 6
ЕXPENSES
а
2010
1
Expenditures
I. Operating expenses
1. Materials
2. External services
3. Depreciation
4. Salaries
5. Social secutiry
6. Net book value of assets sold (finished goods
excluded)
7. Assets under construction and write off of assets
8. Other expenses
incl. impairment of assets
incl. provisions
Total:
2011
2
%
(in thousand BGN)
2012
3
119431
12586
4582
6952
1269
0%
-4%
-8%
-16%
-16%
119163
12063
4210
5862
1071
4%
12%
18%
-16%
-18%
123703
13465
4969
4952
875
39145
100%
35863
-39%
21745
3282
100%
5618
-123%
-1310
2051
0
0
189 298
88%
0%
0%
-1%
3854
0
0
187 704
108%
0%
0%
-6%
8007
0
0
176 406
FINANCIAL INDICATORS
1. LIQUIDITY
Table № 7
As of 31.12.2010
As of 31.12.2011
As of 31.12.2012
Total liquidity ratio
1,69
As of 31.12.2010
1,28
As of 31.12.2011
1,23
As of 31.12.2012
Quick ratio
1,08
As of 31.12.2010
0,80
As of 31.12.2011
0,75
As of 31.12.2012
Immediate ratio
1,08
As of 31.12.2010
0,80
As of 31.12.2011
0,75
As of 31.12.2012
0,02
0,06
0,03
Absolute liquidity ratio
LIQUIDITY INDICATORS
1,80
1,60
1,40
1,20
1,00
0,80
0,60
0,40
0,20
0,00
1,69
1,08
1,28
1,08
0,80
1,23
0,80
0,75
0,06
0,03
0,02
As of 31.12.2010
As of 31.12.2011
0,75
As of 31.12.2012
Total liquidity ratio
Quick ratio
Immediate ratio
Absolute liquidity ratio
The trend of the liquidity indicators over time provides the most valuable information.
Liabilities to creditors of MONBAT AD are being paid off in cash rather than using inventories
or equipment. I.e., these factors describe the company's ability to pay off its debts on time.
TOTAL LIQUIDITY RATIO
The total liquidity ratio is one of the earliest formulated indicators and is considered to be
universal. The total liquidity ratio represents the ratio of current assets to current liabilities. It
could be expected that current assets will be at least equal to current liabilities, whereas actually it
is normal for them to be even slightly higher than the current liabilities. Therefore, optimal
values of this ratio are over 1-1,5. However, some types of companies are able to operate at odds
of less than 1.
For 2012 the value of the total liquidity ratio from 1.23 decreased compared to the rate,
reported for the previous period, of 1.28 and remains lower compared to the rate achieved in
2010 of 1.69. The rate decrease of this ratio for 2012 compared to 2011 is due to the increase in
the amount of the company’s current assets by 6% and the increase in the amount of the
company’s current liabilities by 10 %.
IMMEDIATE LIQUIDITY RATIO
The value of the immediate liquidity ratio of MONBAT AD for 2012 is 0.75 which is
slightly lower compared to its rate of 0.80 in 2011 and remains lower compared to the rate of
1.08 achieved in 2010. The decrease in the value of the immediate liquidity ratio for 2012
compared to 2011 is due to the increase in the amount of the current receivables of MONBAT
AD by 5 %, cash decrease by 35 % and increase in the amount of the current liabilities by 10 %.
QUICK LIQUIDITY RATIO
The quick liquidity ratio represents the ratio of current assets minus inventories to
current liabilities. Its traditional rate, setting stability for the company, is about 0, 5 but much
higher rates would indicate that company’s assets are not being used in the best way. The quick
liquidity ratio of the company for 2012 is 0.75 and has decreased if compared to the rate of 0.80
for 2011. In the 2012 compared to 2011 the group of inventories increased by 12 %.
ABSOLUTE LIQUIDITY RATIO
The absolute liquidity ratio is calculated as the ratio of cash and short term liabilities and
indicates company’s ability to meet its short term liabilities with its available cash. The absolute
liquidity ratio of the company for 2012 is 0.03. For 2012 the company’s cash apposition is
decreased by 35 % compared to 2011 while the short term liabilities increased by 10 %.
2. Capital resources
Table № 8
As of 31.12.2010
As of 31.12.2011
As of 31.12.2012
Financial leverage indicator
0,55
As of 31.12.2010
0,50
As of 31.12.2011
0,53
As of 31.12.2012
Debt/Assets
0,35
As of 31.12.2010
0,33
As of 31.12.2011
0,35
As of 31.12.2012
1,83
1,99
1,88
Financial autonomy indicator
LEVERAGE INDICATORS
2,50
1,99
2,00
1,88
1,83
1,50
1,00
0,55
0,35
0,53
0,50
0,50
0,35
0,33
0,00
As of 31.12.2010
As of 31.12.2011
Financial leverage indicator
As of 31.12.2012
Debt/Assets
Financial autonomy indicator
The financial autonomy and financial leverage indicators report on the ratio between
own funds and borrowed funds in the capital structure of the company. High rates of the
financial autonomy inicator, respectively, the low rates of the financial leverage indicator, provide
guarantee both for investors /creditors/ and for the owners themselves, on the ability if the
company to pay regularly its long-term liabilities.
The effect of using borrowed funds (debt) by the company with a view to increase the
final total net income from the funds involved in the activity (equity and borrowings) is called
financial leverage. The benefit of using financial leverage appears when the company benefits
from the investment of borrowed funds more than the expenses (interest) on their attraction.
When a company achieves higher yields when using borrowed funds in its capital structure than
the expenses on their attraction are, leverage is justified and should be considered in a positive
way (with the reservation that the rate of leverage does not significantly negatively influence
other financial indicators of the company).
FINANCIAL AUTONOMY RATIO
The financial autonomy ratio shows what percentage of the total liabilities represents the
shareholders’ equity of the company.
As at 31.12.2012 the value of the financial autonomy ratio of the company is 1.88,
compared to its rate of 1.99 achieved in 2011 and its rate of 1.83, reported for 2010.
During the analyzed financial period the value of the financial autonomy ratio decreased
compared to the previous 2011. The indicated decrease in 2012 compared to 2011 is due to the
increase of the company’s debt by 6 %.
FINANCIAL LEVERAGE RATIO
The indicators for the share of capital, obtained through loans show what part of the
total capital represent the borrowings. The higher the share of long-term debt compared to
shareholders’ equity is, the higher will be the likelihood of failure in the payment of fixed
liabilities.
The value of the financial leverage ratio of MONBAT AD for 2012 is 0.53 slightly
increased if compared with 2011 (0.50).
In 2012 the current liabilities of the company grew by 10%, the non-current liabilities
decreased by 3 % and the value of the shareholders’ equity of the company reported an increase
by 0.002 % if compared with 2011.
DEBT TO TOTAL ASSETS RATIO
The rate of the ratio shows what part of the assets is being financed through debt.
Table № 9
Debt/ Assets
2010
2011
2012
0.35
0.33
0.35
As at 31.12.2012 the value of the Debt/Assets ratio is higher compared to its rate for 2011.
The increase in the value of this ratio is due to the increase of the company’s total debt by 6 %
with an increase in the value of the company’s assets by 2 %.
3. KEY INDICATORS
Summarized information on the financial indicators of MONBAT AD for the last three
financial years is presented in the following table:
Table № 10
Indicators
Net sales
EBITDA
EBIT
Net profit
Shareholders’ equity
Long-term liabilities
Short-term liabilities
Long-term (non-current) assets
Short-term (current) assets
Working capital
Cash
Total debt
Total assets
Interest expenses
2010
2011
2012
203 521
18 805
14 223
14 064
123 395
18 619
48 918
108 473
82 459
33 541
732
67 537
190 932
1 938
194 931
11 437
7 227
6 250
120 086
15 495
44 811
123 168
57 224
12 413
2630
60 306
180 392
2 379
183 371
12 432
7 463
9 051
120 321
14 956
49 185
123 806
60 656
11 471
1 713
64 141
184 462
1 800
Inventories
Short-term receivables
Operating expenditures
Materials
Profitability of sales
ROA Return on assets
ROE Return on equity
Inventory Turnover Period
Receivable Collection Period
Working capital Turnover Period
Interest Coverage – interest expenses/EBIT
Total Turnover of Working Capital
29 297
52 120
189 298
119 431
6.91 %
7.37 %
11.40 %
51.82
33.88
59.33
0.14
6.07
21 045
33 415
187 704
119 163
3.20 %
3.46 %
5.20 %
38.87
41.98
22.92
0.33
15.70
23 581
35 244
176 406
123 703
4.94 %
4.91 %
7.52 %
46.29
48.42
22.52
0.24
15.99
RETURN ON EQUITY (ROE)
The Return on Equity indicator is calculated as the profit after taxation from the total
income statement as a percentage of the company's shareholders’ equity. This ratio measures the
return to shareholders in terms of their absolute investments.
This ratio reports stable high rates for the last three financial periods due to the
generated profit for these years. For 2012 the value of the Return on Equity ratio from 7.52
reports a growth compared to its rate of 5.20 % in 2011. The increase in the value of the Return
on Equity ratio is due to the increase of the company’s net profit by 45% with a increase of the
shareholders’ equity by 0.002 %.
RETURN ON ASSETS (ROA)
The Return on Assets indicator shows the effectiveness of using the total assets in the
company. The ratio operating profit to total assets increased its rate in 2012 compared to 2011
from 3.46 % to 4.91 %. The increase in the value of the Return on Assets indicator in 2012
compared to 2011 is due to the increase of the company’s net profit by 45 % and the increase of
the total assets by 2 %.
ІІІ. PRINCIPAL RISKS WHICH THE ISSUER FACES
Risks relevant to the Company and its operations can generally be divided into common
(systematic) and specific (unsystematic) risks.
Systematic risks are related to the macro environment where MONBAT AD operates,
therefore they are not subject to control by the management team.
Unsystematic risks are directly relevant to the operations of the Company and largely
depend on the corporate Board. For their minimization it is relied on increasing the effectiveness
of internal business planning and forecasting, which will provide opportunities to overcome the
potential negative consequences of risk event occurring.
The general risk management plan of the Company’s management is focused on the
unpredictability of the financial markets and is aimed at minimizing the potential negative impact
over the Company’s financial standing.
Each of the risks associated with the state – political, economic, credit, inflation,
monetary - has its own importance, but their aggregate consideration and interaction form an
overall picture of the economic fundamentals, market conditions, and competitive conditions in
the country where the respective company operates.
SYSTEMIC RISKS
OVERALL MACROECONOMIC RISK
In 2012, the GDP amounted to BGN 77 583 million in current prices. Recalculated in
Euro, GDP is EUR 39 667 million which is EUR 5 436 per person. GDP in 2012 grew in real
terms by 0.8 per cent compared to 2011.
Pursuant to data of the National Statistical Institute in December 2012, the industrial
production index, calculated based on seasonally adjusted data, grew by 2.4 % compared to
November 2012. In December 2012, the callendary adjusted industrial production index
registered a 4.1 % growth compared to the respective month of 2011.
Industrial production Index
Percentage change in the Industrial production Index compared to the previous month
Construction Production Indexes
Percentage change in the Construction Production Indexes compared to the previous
month
In December 2012 the construction production index, calculated by seasonally adjusted
data, reported lower rates compared to the previous month as the civil/engineering construction
production decreased by 18.6 % and the building constructin production decreased by 2.9 %.
On a yearly basis the decrease of the construction production in December 2012 was
determined by the negative rate of the building construction where the decrease, calculated by
seasonally adjusted data, was by 15.4 % ans the building construction registered a decrease by
14.7 %.
In 2012 the export of Bulgaria for the EU decreased by 3.6 % compared to 2011 and was
in the amount of BGN 23.8 billion and the import increased by 7.5 % and amounted to BGN
29.2 billion. In December 2012, exports to the EU decreased by 10.0 % compared to the same
month of the previous year and amounted to BGN 1.7 billion and the imports decreased by 7.9
% and were in the amount of BGN2.2 billion.
Nominal change in the value of exports to the EU
for the period 2011 – 2012
Nominal change in the value of imports from the EU
for the period 2011 – 2012
INTEREST RATE RISK
The interest rate risk is related to possible, contingent adverse changes in the interest
rates, set by the financial institutions in the Republic of Bulgaria.
At the session held on 04.10.2012 the Management Board of the European Central Bank
adopted a resolution to leave the main interest rate unchanged – 0.75 %. The European Central
Bank preserved unchanged also the deposit rate – 0 % and the marginal lending rate - 1.50 %.
At the session of the European Central Bank held on 09.11.2012 was adopted a
resolution the main interest rate to remain unchanged – 0.75 %. According to the President of
the European Central Bank, the Eurozone economic activity is expected to remain weak and the
recent economic researches do not show signs for improvement at the end of the year.
On 06.12.2012 was held a session of the European Central Bank where the Bank left the
main interest rate unchanged – 0.75 % and the President of the Bank expressed an opinion that
probably the economy of the Eurozone will decrease in 2013, as he sharply reduced his growth
forecast. The new evaluation of the European Central Bank for the GDP in 2013 ranges from a
0.9 % decrease and a growth by slightly 0.3 %. In particular, the European Central Bank has
lowered its forecast for the Eurozone economy in 2013 up to minus 0.3 per cent compare to the
earlier expected growth of 0.5 per cent.
THE BASE INTEREST RATES OF THE BULGARIAN NATIONAL BANK
FOR THE PERIOD JANUARY – DECEMBER, 2012 ARE THE FOLLOWING:
Table № 11
Month
Interest rate
January, 2012
February, 2012
March, 2012
April, 2012
May, 2012
June, 2012
July, 2012
August, 2012
September, 2012
October, 2012
November, 2012
December, 2012
0.22 %
0.18 %
0.15 %
0.15 %
0.14 %
0.14 %
0.16 %
0.08 %
0.04 %
0.03 %
0.04 %
0.04 %
*Source: BNB
INFLATION RISK
Inflation risk is the overall increase in prices, where money is devalued and there is
likelihood for households and businesses to suffer a loss.
According to data of the National Statistical Institute the consumer prices index (CPI)
for December, 2012 compared to November, 2012 was 100.4 %, i.e. monthly inflation was 0.4
%. The yearly inflation for December 2012 compared to December 2011 was 4.2 %.
INFLATION MEASURED BY THE CONSUMER PRICE INDEX (CPI) BY
MONTHS
The consumer prices index (CPI) for November 2012 compared to October 2012 was
99.9 %, i.e. monthly inflation was minus 0.1 %. The inflation from the beginning of the year
(November, 2012 compared to December, 2011) was 3.8 % and the yearly inflation for
November, 2012 compared to November, 2011 was 3.9 %.
The consumer prices index for October, 2012 compared to September, 2012 was 100.3
%, i.e. monthly inflation was 0.3 %. The inflation from the beginning of the year (October, 2012
compared to December, 2011) was 4.0 % and the yearly inflation for October, 2012 compared to
October, 2011 was 4.4 %.
INFLATION IN THE COUNTRY FOR THE PERIOD JANUARY – DECEMBER
2012 IS THE FOLLOWING:
Table № 12
Month
January, 2012
February, 2012
March, 2012
April, 2012
May, 2012
June, 2012
July, 2012
August, 2012
September, 2012
October, 2012
November, 2012
December, 2012
% of inflation
0.2 %
0.4 %
0.3 %
0.2 %
-0.1 %
-1.0 %
1.5 %
0.5 %
1.1 %
0.3 %
-0.1 %
0.4 %
*Source: NSI
POLITICAL RISK
Political risk is related to the stability of the Government of the country and to eventual
adverse changes in its long term foreign and internal economic policy that might affect negatively
the investment environment.
The unstable political situation in the country as of the beginning of 2013 and the
continuing civil protests are factors that inevitably adversely affects all economic actors in 2013.
CURRENCY RISK
Exposure to currency risk is the dependence on and the effects from changes in the
currency exchange rates. Systematic currency risk is the likelihood of any possible change of the
currency regime in the country (currency board) which would either lead to devaluation of the
BGN or the appreciation of the BGN against foreign currencies.
Currency risk will have impact over companies having market shares, payments to which
are made in currencies different from the Bulgarian lev and the euro. In view of the fact that
according to the current legislation in the country the Bulgarian lev is pegged to the euro at the
rate of EUR 1 = BGN 1.95583 and the Bulgarian National Bank is obliged to maintain a level of
Bulgarian lev in circulation equivalent to the foreign exchange reserves of the Bank, the risk of
devaluation of the lev against the European currency is minimal and consists in a possible
elimination of the currency board in Bulgaria ahead of term. At this stage it appears to be
unlikely since the the Currency Board is expected to be repealed upon adoption of the euro as an
official legal tender in Bulgaria, which was planned for 2012.
Theoretically, currency risk could increase when Bulgaria joines the second phase of the
European Exchange Rate Mechanism (ERM II). This is a regime under which the country must
maintain the currency rate against the euro within a + / -15% from central parity. In practice, all
countries which are currently in the mechanism (Denmark, Estonia, Cyprus, Lithuania, Latvia,
Malta) have witnessed fluctuations that were significantly smaller than the allowed ± 15%.
The fixed rate of the BGN to the EUR does not eliminate the risk for the Bulgarian
currency of adverse movements in the euro exchange rate against other major currencies (U.S.
dollar, British pound, Swiss franc) in the international financial markets, but at present the
company does not consider that this risk would be significant in terms of its activity due to the
fact that all purchases and sales of MONBAT AD being carried out in euro. The company might
be affected by the currency risk, depending on the type of currency of its cash and the type of
currency of the company’s contingent loans.
NON-SYSTEMIC RISKS
RISK OF PRICE CHANGES IN THE BASIC PRIME AND RAW MATERIALS
The principal activity of MONBAT AD is production and trading with accumulator and
lead-acid batteries – starter batteries, stationary batteries for telecom application, semi-traction
batteries, specialized batteries – army power range and locomotive batteries. Major prime and
raw materials for the company’s production process are lead and lead alloys, polypropylene,
polyethylene separator and sulfuric acid. For the last three years, lead takes the following
percentage of the cost structure per unit:
2010 - 85%
2011 - 87%
2012 – 70-72 %
MOVEMENT OF THE LEAD PRICE FOR THE
PERIOD JANUARY-DECEMBER 2012
Au
gu
Se
pt st
em
be
r
O
ct
ob
N
ov e r
em
be
D
r
ec
em
be
r
Ju
ly
Ja
nu
a
Fe ry
br
ua
ry
M
ar
ch
Ao
r il
M
ay
Ju
ne
2500
2000
1500
1000
500
0
USD/MT
* Average lead price for 2012 is 2202.76 USD/MT
The risk of price change in the basic raw material – lead is being managed by means of
construction of company’s own recycling facilities.
DEPENDENCE
CUSTOMERS
OF
MONBAT
AD
ON
DISTRIBUTORS,
SUPPLIERS,
There is no dependence of MONBAT AD on customers due to the fact that company’s
sales are not being made directly with customers but through the mediation of an extensive
distribution network in the country and abroad. Sales with deferred payment in the country and for
export are insured in the Bulgarian Export Insurance Agency (BAEZ) by reason of which the risk
of non-payment on the part of the customers is completely eliminated.
MONBAT AD is an export-oriented company. The company exports most of its products
as the most important markets as Germany, Britain and France.
DEPENDENCE OF MONBAT AD ON KEY PERSONNEL
The professional activities and efforts, qualifications, motivation and reputation of the
members of the corporate boards and the senior officials of MONBAT AD and the companies
within the economic group are essential for achieving the strategic and investment objectives of the
Company. The leave or release of any member of corporate boards or key executive official would,
in the short term, negatively affect the smooth conduct of the company’s business activities.
Nevertheless, the established management system and consistently applied corporate policy
for provision of incentives to motivate employees within the structure, guarantee to a great extent
the long-term participation of the corporate boards’ members and key management personnel in
the activities of the company.
RISK OF CHANGE IN THE DEMAND AND INTRODUCTION OF NEW
TECHNOLOGIES
This risk is related to demographic, economic and technological changes and determines
the fact that the demand for company’s products might change over time also as a result of the
introduction of new products. With the introduction of new technologies in the automotive
industry (hybrid and electric cars), consistent with environmental protection and reduction of the
separate carbon dioxide emissions to a minimum, the need for alternative energy sources such as
new generation lead-acid batteries grows. At the same time, the need for multifunctional
products - accumulator batteries - as a spare source for the photovoltaic power supply and
lighting systems also grows. These new generation products could negatively affect the demand
for an existing and approved product as a result of the fact that they are or at least they are
perceived by consumers as more effective, more refined, combining new features, as well as due
to the fact that they are more advertised.
Monbat AD has not yet been exposed to such a risk, but in the future could be relatively
exposed to such a risk since the principal products of the company are lead-acid batteries for
various applications: starter batteries, stationary batteries for telecommunication application,
semi-traction batteries, special batteries for military application and locomotive batteries.
In case of introduction of new generation of products and hence of new competitive
participants in the accumulator batteries market, and if the company fails to oppose such a
pressure, it is possible the demand for its products to decrease over time. However, a large-scale
introduction of new technologies in the automotive industry - hybrid and electric cars is not
expected in short term. Irrespective of that, the company's management understands that in
order to respond to these challenges MONBAT AD and its subsidiary Start AD are necessitated
to extend the range of produced batteries. To date the Issuer has successfully developed and
increased its sales, which indicates the ability of the management team to anticipate and oppose
such a pressure.
LIQUIDITY RISK
Liquidity risk consists of the likelihood that MONBAT AD is unable to pay its current
liabilities. The absolute liquidity ratio is calculated as the ratio of cash and short term liabilities
and indicates company’s ability to meet its short term liabilities with its available cash. The
absolute liquidity ratio of the company for 2012 is 0.04. For 2012 the company’s cash reports a
dcrease by 34 % compared to the previous 2011 while the rate of the short term liabilities reports
an increase by 2 %.
ECOLOGICAL RISK
The responsibility of MONBAT AD as the largest producer of accumulator batteries in
Bulgaria and a dynamically developing public company finds expression also in the attitude
towards environment. The management of MONBAT AD considers the activities directed
towards pollution prevention or reduction aimed at achieving a maximum level of human health
and environmental protection as a major priority and a crucial factor in the long-term and
sustainable development. It is a company’s practice of long standing to provide clear and
accurate environmental information on its products, services and activities to customers,
suppliers and the general public.
The management of MONBAT AD makes efforts to reduce the impact of the company
on the environment through:
 Effective use of electricity and heat power/thermal energy;
 minimizing and recycling waste;
 preventing pollution through reducing and minimizing detrimental emission in
the air and water;
 useing the best available techniques and best management practices when
expanding the production;
 internal monitoring in terms of air, water and soil pollution;
Self-control system - the establishment and operation of an internal control system is
designed to achieve continuous compliance with the environmental, health and safety regulations
on the basis of the Integrated Management System. The self-control system evaluates the
efficiency and effectiveness of the management system and the operations of MONBAT AD in
general.
Pursuant to the requirements of the Law on Health and Safe Labor Conditions and the
respective subordinate legislation and the Disaster Protection Act, MONBAT AD has developed
an emergency plan to carry out rescue and emergency recovery activities in case of disasters,
emergencies and accidents which have occurred in the production process. The purpose of the
protection plan is to preventively ensure the necessary materials, equipment and resources for
effective activities to prevent the consequences of disasters and accidents; preparation of the
personnel on the site for action; way of announcing and preparing the personnel; managing the
personnel’s activities; procedures for putting the plan into action and informing the competent
authorities; ways, means and procedures for notifying, when possible, the endangered population
near the site; the procedure for carrying out the relevant rescue and emergency recovery activities
on the territory of the site; procedures for restoring the activities on the site; ensuring the
necessary measures for recreation of the environment.
By a letter ref. № 26-00-614/30.06.2006, the Ministry of Environment and Water
classified the plant of MONBAT AD in Montana as "a company and/or facility of low risk
potential”.
The development strategy of MONBAT AD includes participation in long-term socially
useful projects in the environment protection area. In 2009 the Company set up a system for
separate waste collection and disposal by means of building a network of containers for collecting
old accumulator batteries with the distributors of MONBAT AD. Old batteries are among the
widespread harmful waste and the company significantly contributes to environmental protection
by collecting, neutralizing and recycling such batteries. Lead and polypropylene derived form
recycling are put again in the production of new accumulator batteries and thus waste has been
efficiently utilized. The company has established the only individual system for collecting old
batteries in Bulgaria and operates under its own Program for management of spent lead-acid
accumulator batteries.
FORCE MAJEURE
A number of force majeure circumstances such as natural disasters, accidents or
intentional acts, could cause substantial property damages that could lead to temporary
suspension and even cessation of the activities of the company. MONBAT AD has a full
property insurance of the production facilities and storages of materials and production but in
case of a continuous violation of the sequence of production activities, that fact could hardly
compensate the lost profits.
ІV. IMPORTANT EVENTS, OCCURRED AFTER THE DATE OF THE ANNUAL
FINANCIAL STATEMENTS
All important events, which have occurred after the date of the annual financial
statements, were disclosed through the information disclosure system of MONBAT AD,
namely - to the regulated securities market, the Financial Supervision Commission and
the public. The information is also available on the website of the company
www.monbat.com.
V. CURRENT TRENDS AND PROBABLE FUTURE DEVELOPMENT OF
THE COMPANY
2010 INVESTMENTS
In 2010 MONBAT AD made investments in the plants for recycling of used batteries in
the Republic of Serbia and the Republic of Romania as follows:
o Investments for construction of the recycling facilities in Romania – EUR 3 265 000
o Investments related to commencement of the production in Serbia – EUR 238 000
In 2010 MONBAT AD made investments in the form of incorporation of subsidiaries,
increasing their capital, granting loans or acquisition of stock or equity from the issuer and its
subsidiaries in the following companies as the value of these investments was not included in the
total amount of the investments for 2010:
o
Capital increase of the subsuduary company Monbat Recycling SRL, Romania
from EUR 3 010 000 to EUR 3 510 000.
o
Acquisition of 25 500 shares or 51 % of the capital of the company Octa Light
Bulgaria AD.
o
Participation in the capital increase of Octa Light Bulgaria AD upon preserving
the size of its participation, by subscribing and acquiring new 2 320 500 shares with nominal
value of BGN 1.00. The capital increase was filed with the Commercial Register to the Registry
Agency on 14.06.2010.
o
Capital increase of Monbat DOO, Serbia from EUR 2 285 000 to EUR
2 485 000.
o
Acquisition, on the part of Monbat DOO, Indjia – 100 % owned by MONBAT
AD, of new 8 % from the capital of U Monbat OOD, Serbia, Yagodina.
o
Capital increase of Monbat Recycling EAD from BGN 50 000 to BGN
19 571 520 divided into 19 571 520 registered, ordinary voting shares with nominal value of
BGN 1 each of them, as the increase was made by means of a non-cash contribution in the
capital of Monbat Recycling EAD. The capital increase was filed with the Commercial Register
to the Registry Agency on 19.08.2010.
o
Capital increase of Monbat Recycling EAD from BGN 19 571 520 to BGN 35
182 402 by means of non-cash contribution. The capital increase was filed with the Commercial
Register to the Registry Agency on 05.11.2010.
o
Capital increase of Monbat DOO, Serbia from EUR 2 485 000 to EUR
7 735 000.
The investments made in 2010 for modernization and construction of recycling facilities
are in the amount of EUR 3 503 000, out of which:
o Construction of recycling facilities in Romania – EUR 3 265 000
o Investments related to starting up the production in Serbia – EUR 238 000
2011 INVESTMENTS
As a result of the successfully completed by MONBAT AD Project “Increasing the
competitiveness of Monbat Plc by investing in new equipment for grid and plate for dry charged
and gravity casted lead acid batteries producing”, approved with a Resolution No ТМГ-011/27.05.2009 of the Executive Director of the Bulgarian Small and Medium Enterprises
Promotion Agency under an open procedure for a competitive selection of projects with
“Technological Modernization in Big Enterprises”, the company received a grant in the amount
of BGN 4 227 266.23. The Project has been implemented on the basis of a contract signed with
the Bulgarian Small and Medium Enterprises Promotion Agency № ТМГ-02-4/09.07.2009
within 18 months and the management of MONBAT AD acknowledges successful completion
of both the specific and the main purpose of the tender offer, namely providing competitiveness
and sustainable development of the company by means of introducing new and innovative
equipment and technologies within the conditions of the world financial and economic crisis.
In 2011 the total amount of the investments made in MONBAT AD and Monbat
Recycling EAD is BGN 19 626 000 out of which BGN 17 451 000 investments in MONBAT
AD and BGN 2 175 000 investments in Monbat Recycling EAD.
2012 INVESTMENTS
In 2012 the overall amount of the investments made by MONBAT AD amounts to EUR
1 844 000.
VІ. RESEARCH AND DEVELOPMENT ACTIVITIES
The management of MONBAT AD highly appreciates the importance of continuous
development through elaborating new technologies and continuously invests significant
resources and efforts in this direction.
The company does not have a separate “Research and Development” Department. The
activities related to development and adoption of new products is being carried out jointly by the
Marketing and Trade Department, Technical Department, Production Department and Testing
Laboratory. The company works through a consultations agreement with world-renowned
specialist from BAS (the Bulgarian Academy of Sciences) – section CLEPS (electrochemical
power sources), under the guidance of the Academician Dechko Pavlov. With their
methodological assistance is being carried out the development of new products from
conceptual design to test production.
In 2007 in Start AD, Dobrich was introduced a special technology to charge accumulator
batteries. The new "block formation" technology for starter accumulator batteries allows in the
battery box to be set the so-called green (unformed plates) and after an article is completed with
a lid and shaped pole terminals to proceed with the formation of the plates. The equipment was
designed, developed and put into operation by specialists of the company "INBATEC" Germany and is the first its kind in Europe.
The company’s own research and development laboratory is equipped with modern,
specialized electronic devices:
o
o
o
o
o
o
o
o
o
Spectrophotometer with inductively coupled plasma (ICP-OES) "VARIAN" for
measuring the content of chemical elements in solutions.
Atomic absorption spectrophotometer "GBC" for measuring metals in water
samples or samples dissolved in mineral acids.
Spectrophotometer "NOVA 400" Merk" for measuring concentration of elements
in water and water samples.
Emission Spectrometer "Metalys" for measuring the concentration of elements in
solid samples based on lead.
Conventional analytical chemical laboratory.
Stands for testing electrical characteristics (charge / discharge) Bitrode TPN650/1500-12 and Bitrode TPN12-25/600-12.
Stand for simulation of a complete short circuit
Cameras for thermal impact on test specimens TBV 2000.
Equipment for mechanical impact on test specimens - shock and vibrostands.
The amount spent on research and development activities within the period 2009 – 2012
form a part of the overall amount spent on remunerations for the experts in the separate
departments Marketing and Trade Department, Technical Department, Production Department
and Testing Laboratory. Investments in research and development activities form a part of the
overall investment expenses of the company for the respective periods. With this regard the
same can not be separated.
VІІ. INFORMATION REQUIRED PURSUANT TO ART. 187D AND ART. 247
OF THE COMMERCIAL LAW
1. The number and the nominal value of the acquired and transferred through the
year own stocks; the share of the capital which they represent, as well as the price at
which the acquisition or transfer have been executed
As at 31.12.2012 the company holds 2 622 865 own shares, each of them with nominal
value of BGN 1.00, representing 6.73 % of the capital of MONBAT AD. The shares were
acquired at the average price of BGN 5.82 per share.
2. The grounds for the acquisitions made through the year
The acquisition of company’s own shares in 2012 was performed on the grounds of
respective resolutions approved by the corporeta board of MONBAT AD. Purcuant to the
provisions of the company’s Articles of Association the Board of Directors of MONBAT AD
has the power to initiare redemption procedures based on respective particular resolutions.
3. The number and the nominal value of the possessed own stocks and the share of
the capital which they represent
As at 31.12.2012 the company holds 2 622 865 own shares, each of them with nominal
value of BGN 1.00, representing 6.72 % of the capital of MONBAT AD.
4. The total remuneration received during the year by the members of the boards
In 2012 the members of the Supervisory Board (SB) of MONBAT AD have received the
following remunerations:
Table № 13
Full name
Plamen Stoilov Bobokov
Alexandar Viktorov Chaushev
Nikolay Georgiev Trenchev
Stoyan Zhivkov Stalev
Position
Chairperson of the Supervisory Board
Member of the Supervisory Board
Member of the Supervisory Board
Member of the Supervisory Board
Net/BGN
274 000
24 000
24 000
24 000
By a resolution of the regular annual general assembly of shareholders as of 25.06.2012
was voted an additional remuneration/bonus to the Supervisory Board in the amount of BGN
250 000.
The additional remuneration/bonus for the members of the SB, voted at the general
assembly of shareholders, held on 25.06.2012, was included in the above stated amount.
In 2012 the members of the Management Board (MB) of MONBAT AD have received
the following remunerations:
Table № 14
Full name
Atanas Stoilov Bobokov
Chavdar Dochev Danev
Ivan Petrov Karageorgiev
Petar Hristov Petrov
Krasimir Stoyanov Krulev
Position
Chairperson of the Management Board
Member of the Management Board
Member of the Management Board
Executive director
Member of the Management Board
Net/BGN
268 000
6 000
18 000
18 000
1 762
By a resolution of the regular annual general assembly of shareholders as of 25.06.2012
was voted an additional remuneration/bonus to the Management Board in the amount of BGN
250 000.
The additional remuneration/bonus for the members of the MB, voted at the general
assembly of shareholders, held on 25.06.2012, was included in the above stated amount.
At the regular annual session of the general assembly of the shareholders of MONBAT
AD, held on 25.06.2012 was approved a decision to change the management system of the
company, namely to turn form a two-tier to one-tier management system.
At the held session of the general assembly of the shareholders was approved a decision
for the company to be managed by a Board of Directors consisting of 9 members, namely:





Atanas Bobokov – Chairperson of the Board of Directors
Petar Petrov – Executive Director
Ivan Karageorgiev – Member of the Board of Directors
Plamen Bobokov – Member of the Board of Directors
Stoyan Stalev – Member of the Board of Directors




Alexander Chaushev – Member of the Board of Directors
Nikolay Trenchev – Member of the Board of Directors
Kamen Zahariev – Member of the Board of Directors
Florian Huth – Member of the Board of Directors
The members of the Board of Directors of MONBAT AD were filed with the
Commercial Register to the Registry Agency on 25.07.2012 under № 20120725103746.
For 2012 Kamen Zahariev and Florian Huth have not received any remuneration.
During 2012 an additional amounts of BGN 360 thousand as per contract with member
of Board of directors has been charged.
5. The acquired, possessed and transferred stocks and bonds of the company by
the members of the Board of Directors during the year
As at 31.12.2012 the shares of the capital of MONBAT AD hold by members of the
Board of Directors are as follows:
Atanas Bobokov – Chairperson of the Board of Directors – 150 000 shares
Alexandar Chaushev – Member of the Supervisory Board - 8 630 shares
6. The rights of the members of the Board of Directors to acquire stocks and
bonds of the company
Members of the Board of Directors of the Company may freely acquire shares of the
company’s capital on the regulated securities market subject to the provisions of the Law against
Market Abuse with Financial Instruments and the Law on Public Offering of Securities.
THE PARTICIPATION OF THE MEMBERS OF THE BOARD OF DIRECTORS IN
COMMERCIAL COMPANIES AS UNLIMITED LIABLE PARTNERS, THE
POSSESSION OF MORE THAN 25 PERCENT OF THE CAPITAL OF ANOTHER
COMPANY, AS WELL AS THEIR PARTICIPATION IN THE MANAGEMENT OF
OTHER COMPANIES OR COOPERATIONS AS PROCURATORS, MANAGERS OR
MEMBERS OF BOARDS
A/Atanas Stoilov Bobokov – Chairperson of the Board of Directors
Member of the Board of Directors of PRISTA OIL HOLDING EAD, UIC: 121516626,
No20, Zlaten Rog Str., Lozenets district, Sofia
Managing partner - MIX OIL Ltd., UIC: 831015922, No1 Han Kubrat Str., floor 6,
office 5, Rousse, holding 50 % of the capital
Managing Director of MONBAT TRADING Ltd., UIC: 130137657, No 9, Layosh
Koshut Str., Krasno Selo district, h.e. Krasno Selo, 1606 Sofia
Executive member of the Board of Directors of PRISTA REAL ESTATES AD, UIC:
175021319, No9, Layosh Koshut Str., Krasno Selo district, Sofia.
Member of the Board of Directors of START AD, UIC: 124712007, 4, Golo Burdo Str.,
Lozenets district, Sofia.
Member of the Board of Directors of OCTA LIGHT BULGARIA AD, UIC:
201133233, N 22, Veslets Str., Oborishte district, 1000 Sofia.
Member of the Board of Directors of MONBAT RECYCLING EAD, UIC:
200801562, 4, Golo Burdo Str., Lozenets district, Sofia.
Member of the Board of Directors of VUELTA EUROPE AD, UIC: 117546396, No
106, Lipnik Str., 7013 Rousse.
Member of the Board of Directors of WINERY HOUSE RUSE AD, UIC: 117630264,
No 73, Borisova Str., 7012 Rousse.
Member of the Supervisory Board of MARINE ANTIPOLLUTION ENTERPRISE
AD, UIC: 813109299, South Industrial Area, Base oil terminal, Asparuhovo district, 9000 Varna.
Partner – LEVENTA Ltd., UIC: 117632621, No 73, Borisova Str., 7012 Rousse, holding
50 % of the capital.
Partner – PRISTA OIL TRADING Ltd., UIC: 130343881, No9, Layosh Koshut Str.,
Krasno Selo district, 1606 Sofia, holding 36 % of the capital.
Contribution
in
kind
in
INVESTMENTS
AND
DEVELOPMENT
INTERNATIONAL COMPANY AD, UIC: 175153395, No 7, Borisova Str., 7000 Rousse.
Mr. Atanas Bobokov was elected to be a Chairparson of the Board of Directors of
MONBAT AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Atanas Bobokov with regard to his activities during the previous five years.
B/ Petar Hristov Petrov – Executive Member of the Board of Directors
Managing partner - BELNIKOLOV, PETROV AND PARTNERS Ltd., UIC:
175217702, 4, Golo Burdo Str., Lozenets district, 1407 Sofia, holding 25 % of the capital.
Single owner and Manager of LOPUSHANSKA SEKVOYA Ltd., UIC: 200280522, No
76, Industrialna Str., 3400 Montana.
Mr. Petar Hristov Petrov was elected to be an executive member of the Board of
Directors of MONBAT AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Petar Hristov with regard to his activities during the previous five years.
C/ Ivan Petrov Karageorgiev - Member of the Board of Directors
Managing partner of MONBAT TRADING Ltd., UIC: 130137657, No 9, Layosh Kosht
Str., Krasno Selo district, h.e. Krasno Selo, 1606 Sofia, holding 10 % of the capital.
Member of the Board of Directors of START AD, UIC: 124712007, 4, Golo Burdo Str.,
Lozenets district, 1000 Sofia.
Mr. Ivan Petrov Karageorgiev was elected to be a member of the Board of Directors of
MONBAT AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Ivan Karageorgiev with regard to his activities during the previous five years.
D/ Plamen Stoilov Bobokov - Member of the Board of Directors
Member of the Board of Directors of PRISTA OIL HOLDING EAD, UIC: 121516626,
No20, Zlaten Rog Str., Lozenets district, 1407 Sofia
Managing partner - MIX OIL Ltd., UIC: 831015922, No1 Han Kubrat Str., floor 6,
office 5, Rousse, holding 50 % of the capital
Managing Director of MONBAT TRADING Ltd., UIC: 130137657, No 9, Layosh
Koshut Str., Krasno Selo district, h.e. Krasno Selo, 1606 Sofia
Member of the Board of Directors of PRISTA REAL ESTATES AD, UIC: 175021319,
No9, Layosh Koshut Str., Krasno Selo district, Sofia.
Member of the Board of Directors of VUELTA EUROPE AD, UIC: 117546396, No
106, Lipnik Str., 7013 Rousse.
Member of the Board of Directors of WINERY HOUSE RUSE AD, UIC: 117630264,
No 73, Borisova Str., 7012 Rousse.
Member of the Supervisory Board of MARINE ANTIPOLLUTION ENTERPRISE
AD, UIC: 813109299, South Industrial Area, Base oil terminal, Asparuhovo district, 9000 Varna.
Partner – LEVENTA Ltd., UIC: 117632621, No 73, Borisova Str., 7012 Rousse, holding
50 % of the capital.
Partner – PRISTA OIL TRADING Ltd., UIC: 130343881, No9, Layosh Koshut Str.,
Krasno Selo district, 1606 Sofia, holding 36 % of the capital.
Contribution in kind in INTERNATIONAL COMPANY FOR INVESTMENTS AND
DEVELOPMENT AD, UIC: 175153395, No 7, Borisova Str., 7000 Rousse.
Mr. Plamen Bobokov was elected to be a memer of the Board of Directors of MONBAT
AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Plamen Bobokov with regard to his activities during the previous five years.
E/ Stoyan Zhivkov Stalev – Member of the Board of Directors
Mr. Stalev does not participate in management and supervisory bodies of other
companies.
Mr. Stoyan Stalev was elected to be a memer of the Board of Directors of MONBAT
AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Stoyan Stalev with regard to his activities during the previous five years.
F/ Alexander Viktorov Chaushev – Member of the Board of Directors
Member of the Board of Directors of SOPHARMA AD, UIC: 831902088, No 16
Iliensko Shose, nadezhda district, 1220 Sofia.
Member of the Board of Directors of MANAGEMENT AND ADVERTIZING
AGENCY IN SPORTS EAD, UIC: 130969084, No 42, Todor Alexandrov Blvd., Vuzrazhdane
district, 1303 Sofia.
Member of the Board of Directors of DK – DOMOSTROENE AD, UIC: 102148397,
Pobeda housing estate, 8000 Burgas.
Partner – SOFSERVICE Ltd., UIC 131407109, No 339, Tzar Boris III Blvd., Knyazhevo
housing estate, Vitosha district, 1618 Sofia, holding 78 % of the company’s capital.
Mr. Alexander Chaushev was elected to be a memer of the Board of Directors of
MONBAT AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Alexander Chaushev with regard to his activities during the previous five years.
G/ Nikolay Georgiev Trenchev – Member of the Board of Directors
Partner – EKOTEH Ltd., UIC: 125026751, No 39, Tzar Osvoboditel Str., entr. D, floor
2, app. 11, 7700 Turgovishte, holding 75 % of the company’s capital.
Partner - BELNIKOLOV, PETROV AND PARTNERS Ltd., UIC: 175217702, 4, Golo
Burdo Str., Lozenets district, 1407 Sofia, holding 25 % of the capital.
Mr. Nikolay Trenchev was elected to be a memer of the Board of Directors of
MONBAT AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Nikolay Trenchev with regard to his activities during the previous five years.
H) Kamen Zahariev – Member of the Board of Directors
Mr. Kamen Zahariev participates in the management of the following companies:
o Uksnab Ltd, Ukraine
o SPS Investment NY, Holland
o Prista Oil Holding EAD, Sofia, registered under company case № 13825/1994 of Sofia
City Court, having its registered seat and business address at No 20, Zlaten Rog Str.,
Sofia, with UIC: 121516626
Mr. Kamen Zahariev was elected to be a memer of the Board of Directors of MONBAT
AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Kamen Zahariev with regard to his activities during the previous five years.
I) Florian Huth – Member of the Board of Directors
Mr. Florian Huth participates in the management of the following companies:
o Penkon Gida A.S., Turkey – Member of the Board of Directors and Vice Chairperson
o ADM GNG East Ukraine Ltd, BVI – Member of the Board of Directors
o Setcar Holdings Ltd, Cyprus – Member of the Board of Directors
Mr. Florian Huth was elected to be a memer of the Board of Directors of MONBAT
AD on 25.06.2012.
No coercive administrative measures or administrative penalties have been imposed on
Mr. Florian Huth with regard to his activities during the previous five years.
MANAGEMENT EXPERTISE AND EXPERIENCE OF THE MEMBERS OF THE
BOARD OF DIRECTORS
Atanas Stoilov Bobokov – Chairperson of the Board of Directors
Table № 15
Education
Higher economic education - 1985 г.
Higher Institute of Economics “Karl Marx”, Sofia
Relevant professional experience
o Member of the Board of Directors of PRISTA
OIL HOLDING EAD, UIC: 121516626, No20,
Zlaten Rog Str., Lozenets district, Sofia
o Managing partner - MIX OIL Ltd., UIC:
831015922, No1 Han Kubrat Str., floor 6, office 5,
Rousse, holding 50 % of the capital
o Managing Director of MONBAT TRADING Ltd.,
UIC: 130137657, No 9, Layosh Koshut Str.,
Krasno Selo district, h.e. Krasno Selo, 1606 Sofia
o Executive member of the Board of Directors of
o
o
o
o
o
o
o
o
o
PRISTA REAL ESTATES AD, UIC: 175021319,
No9, Layosh Koshut Str., Krasno Selo district,
Sofia.
Member of the Board of Directors of START AD,
UIC: 124712007, 4, Golo Burdo Str., Lozenets
district, Sofia.
Member of the Board of Directors of OCTA
LIGHT BULGARIA AD, UIC: 201133233, N 22,
Veslets Str., Oborishte district, 1000 Sofia.
Member of the Board of Directors of MONBAT
RECYCLING EAD, UIC: 200801562, 4, Golo
Burdo Str., Lozenets district, Sofia.
Member of the Board of Directors of VUELTA
EUROPE AD, UIC: 117546396, No 106, Lipnik
Str., 7013 Rousse.
Member of the Board of Directors of WINERY
HOUSE RUSE AD, UIC: 117630264, No 73,
Borisova Str., 7012 Rousse.
Member of the Supervisory Board of MARINE
ANTIPOLLUTION ENTERPRISE AD, UIC:
813109299, South Industrial Area, Base oil
terminal, Asparuhovo district, 9000 Varna.
Partner – LEVENTA Ltd., UIC: 117632621, No
73, Borisova Str., 7012 Rousse, holding 50 % of
the capital.
Partner – PRISTA OIL TRADING Ltd., UIC:
130343881, No9, Layosh Koshut Str., Krasno Selo
district, 1606 Sofia, holding 36 % of the capital.
Contribution in kind in INVESTMENTS AND
DEVELOPMENT
INTERNATIONAL
COMPANY AD, UIC: 175153395, No 7, Borisova
Str., 7000 Rousse.
Petar Hristov Petrov – Executive member of the Board of Directors
Table №16
Education
Higher economic education
In 1989 graduated from the Senior Financial and
Economic Institute, Svishtov, Master degree in
Accounting
Relevant professional experience
o August 2008 until present - Executive Director
of MONBAT AD
o 02.1998 - 08.2008 – Chief accountant -
o
o
o
o
o
o
o
o
MONBAT AD
09.1996 - 02.1998 – Procurator, chief accountant
- “Postbank” AD, branch Montana
01.1995 - 09.1996 – Credit Inspector - Postbank
AD, branch Montana
04.1992 - 01.1995 – Financial Controller TU
“State Financial Control”, Montana
03.1991. - 01.1992 – Economist - Pretsiz
EOOD, Montana
09.1990 - 03.1991 – Deputy Chief accountant Pretsiz EOOD, Montana
05.1990 - 09.1990 - Cost price planner in Pretsiz
EOOD, Montana
Managing partner - BELNIKOLOV, PETROV
AND PARTNERS Ltd., UIC: 175217702, 4,
Golo Burdo Str., Lozenets district, 1407 Sofia,
holding 25 % of the capital.
Single owner and Manager of LOPUSHANSKA
SEKVOYA Ltd., UIC: 200280522, No 76,
Industrialna Str., 3400 Montana.
Ivan Petrov Karageorgiev – Member of the Board of Directors
Table № 17
Education
Higher engineering education
In 1990 graduated from the Higher Institute of
Chemical Technology, Sofia,
Master degree in Engineering
Relevant professional experience
Managing partner in Monbat Trading Ltd.
1997 - 2000 - GERMANOS S.A., Greece
1995 - 1997 - VARTA Industriebatterien
1990 - 1995 - Energy EOOD, Traction and
stationary batteries
o Managing partner of MONBAT TRADING Ltd.,
UIC: 130137657, No 9, Layosh Kosht Str., Krasno
Selo district, h.e. Krasno Selo, 1606 Sofia, holding
10 % of the capital.
o Member of the Board of Directors of START AD,
UIC: 124712007, 4, Golo Burdo Str., Lozenets
o
o
o
o
district, 1000 Sofia.
Plamen Stoilov Bobokov – Member of the Board of Directors
Table № 18
Education
Higher Legal education
In 1993 graduated from Sofia University “St.
Kliment Ohridski”
Relevant professional experience
o Member of the Board of Directors of PRISTA
OIL HOLDING EAD, UIC: 121516626, No20,
Zlaten Rog Str., Lozenets district, 1407 Sofia
o Managing partner - MIX OIL Ltd., UIC:
831015922, No1 Han Kubrat Str., floor 6, office
5, Rousse, holding 50 % of the capital
o Managing Director of MONBAT TRADING
Ltd., UIC: 130137657, No 9, Layosh Koshut Str.,
Krasno Selo district, h.e. Krasno Selo, 1606 Sofia
o Member of the Board of Directors of PRISTA
REAL ESTATES AD, UIC: 175021319, No9,
Layosh Koshut Str., Krasno Selo district, Sofia.
o Member of the Board of Directors of VUELTA
EUROPE AD, UIC: 117546396, No 106, Lipnik
Str., 7013 Rousse.
o Member of the Board of Directors of WINERY
HOUSE RUSE AD, UIC: 117630264, No 73,
Borisova Str., 7012 Rousse.
o Member of the Supervisory Board of MARINE
ANTIPOLLUTION ENTERPRISE AD, UIC:
813109299, South Industrial Area, Base oil
terminal, Asparuhovo district, 9000 Varna.
o Partner – LEVENTA Ltd., UIC: 117632621, No
73, Borisova Str., 7012 Rousse, holding 50 % of
the capital.
o Partner – PRISTA OIL TRADING Ltd., UIC:
130343881, No9, Layosh Koshut Str., Krasno
Selo district, 1606 Sofia, holding 36 % of the
capital.
o Contribution in kind in INTERNATIONAL
COMPANY FOR INVESTMENTS AND
DEVELOPMENT AD, UIC: 175153395, No 7,
Borisova Str., 7000 Rousse.
Stoyan Zhivkov Stalev – Member of the Board of Directors
Table № 19
Education
Higher Legal education
In 1978 graduated from
“St.Kliment Ohridski”
Relevant professional experience
Sofia
University
o For the period 1980 - 1991 - Research
Associate and Senior Research Associate
/Associate Professor/ in the BAS Institute of
Legal sciences
o 1985 - Doctor of Legal Sciences
o 1990 - 1991 – Legal advisor to the President of
the Republic of Bulgaria Zhelyo Zhelev
o 1991 - 1998 – ambassador of the Republic of
Bulgaria in Germany
o 1997 – Minister of the Foreign affairs in the
government of Mr. Stefan Sofiyanski
o 1998 – 2006 – ambassador of the Republic of
Bulgaria in Turkey
o 2006 – 2010 Executive director of the
Bulgarian Investment Agency
Alexander Viktorov Chaushev – Member of the Board of Directors
Table № 20
Education
Higher Economic education
In 1991 graduated from Moscow State Institute of
International Relations
Relevant professional experience
o 1993 - Expert in the Ministry of Commerce
o 1994 -1996 - Manager of Agroengineering 90
EOOD
o In 1997 – Manager of “Nafta Trading” AD
o In 1998 – Vice-president of “Agrohold” AD
o 1999 - 2001 - First Deputy Executive Director
of “Lukoil Bulgaria” EOOD
o 2001 - 2004 Manager of “Litasko Bulgaria”
EOOD
o 2004 – 2006
Executive Director of
“Agrohold” AD
o Member of the Board of Directors of
SOPHARMA AD, UIC: 831902088, No 16
Iliensko Shose, nadezhda district, 1220 Sofia.
o Member of the Board of Directors of
MANAGEMENT AND ADVERTIZING
AGENCY IN SPORTS EAD, UIC:
130969084, No 42, Todor Alexandrov Blvd.,
Vuzrazhdane district, 1303 Sofia.
o Member of the Board of Directors of DK –
DOMOSTROENE AD, UIC: 102148397,
Pobeda housing estate, 8000 Burgas.
o Partner – SOFSERVICE Ltd., UIC 131407109,
No 339, Tzar Boris III Blvd., Knyazhevo
housing estate, Vitosha district, 1618 Sofia,
holding 78 % of the company’s capital.
Nikolay Georgiev Trenchev – Member of the Board of Directors
Table № 21
Education
Higher Legal education
In 1976 graduated from Sofia University “St.
Kliment Ohridski”
Relevant professional experience
o December 1976 - until present – lawyer,
registered with the Sofia Bar Association
o 1992 - until present - partner in law office
Malchev, Trenchev and Partners
o For the period 1992 - 1996 - legal advisor of
numerous Bulgarian and foreign companies,
including advisor on privatization transactions.
o Partner – EKOTEH Ltd., UIC: 125026751, No
39, Tzar Osvoboditel Str., entr. D, floor 2, app.
11, 7700 Turgovishte, holding 75 % of the
company’s capital.
o Partner - BELNIKOLOV, PETROV AND
PARTNERS Ltd., UIC: 175217702, 4, Golo
Burdo Str., Lozenets district, 1407 Sofia,
holding 25 % of the capital.
Kamen Zahariev – Member of the Board of Directors
Table №22
Education
University
Degree
in
International
and
Comparative Law,
Moscow Institute of
International
Relations
(Diploma
"with
distinction", top 5% of class), 1982
Ph.D. (Doctor Juris) in international law, Institute
of Law, Academy of Science, Berlin, Germany,
1987 (Award: "Summa cum laude").
Further Education in Banking and Finance:
1. Imperial College, University of London,
Diploma in mining projects appraisal and
finance.
2. Attendance at several training and further
education courses:
Relevant professional experience

EUROMONEY courses on corporate and
project finance, syndicated loans,

European Bank in-house credit training and
courses in negotiation and presentation
skills,

Completed all EBRD senior management
and leadership skills training courses inhouse, Personal coaching.
Participates in the management of the following
companies:
o Uksnab Ltd, Ukraine
o SPS Investment NY, Holland
o Prista Oil Holding EAD, Sofia, registered under
comnay case № 13825/1994 of Sofia City
Court, having its registered seat and business
address at No 20, Zlaten Rog Str., Sofia, with
UIC: 121516626
o member of the Board of Directors of
MONBAT AD.
Florian Huth – Member of the Board of Directors
Table №23
Education
Relevant professional experience
Master in Business Administration and a CFA
charter holder as well as a Certified Public
Accountant
Participates in the management of the following
companies:
o Penkon Gida A.S., Turkey – Member of the
Board of Directors and Vice Chairperson
o ADM GNG East Ukraine Ltd, BVI – Member
of the Board of Directors
o Setcar Holdings Ltd, Cyprus – Member of the
Board of Directors
o member of the Board of Directors of
MONBAT AD.
OTHER INFORMATION
As at the date of this document Atanas Stoilov Bobokov is:
Member of the Board of Directors of PRISTA OIL HOLDING EAD, UIC: 121516626, No20,
Zlaten Rog Str., Lozenets district, Sofia
Managing partner - MIX OIL Ltd., UIC: 831015922, No1 Han Kubrat Str., floor 6,
office 5, Rousse, holding 50 % of the capital
Managing Director of MONBAT TRADING Ltd., UIC: 130137657, No 9, Layosh
Koshut Str., Krasno Selo district, h.e. Krasno Selo, 1606 Sofia
Executive member of the Board of Directors of PRISTA REAL ESTATES AD, UIC:
175021319, No9, Layosh Koshut Str., Krasno Selo district, Sofia.
Member of the Board of Directors of START AD, UIC: 124712007, 4, Golo Burdo Str.,
Lozenets district, Sofia.
Member of the Board of Directors of OCTA LIGHT BULGARIA AD, UIC:
201133233, N 22, Veslets Str., Oborishte district, 1000 Sofia.
Member of the Board of Directors of MONBAT RECYCLING EAD, UIC:
200801562, 4, Golo Burdo Str., Lozenets district, Sofia.
Member of the Board of Directors of VUELTA EUROPE AD, UIC: 117546396, No
106, Lipnik Str., 7013 Rousse.
Member of the Board of Directors of WINERY HOUSE RUSE AD, UIC: 117630264,
No 73, Borisova Str., 7012 Rousse.
Member of the Supervisory Board of MARINE ANTIPOLLUTION ENTERPRISE
AD, UIC: 813109299, South Industrial Area, Base oil terminal, Asparuhovo district, 9000 Varna.
Partner – LEVENTA Ltd., UIC: 117632621, No 73, Borisova Str., 7012 Rousse, holding
50 % of the capital.
Partner – PRISTA OIL TRADING Ltd., UIC: 130343881, No9, Layosh Koshut Str.,
Krasno Selo district, 1606 Sofia, holding 36 % of the capital.
Contribution
in
kind
in
INVESTMENTS
AND
DEVELOPMENT
INTERNATIONAL COMPANY AD, UIC: 175153395, No 7, Borisova Str., 7000 Rousse.
Mr. Atanas Bobokov was elected to be a Chairparson of the Board of Directors of
MONBAT AD on 25.06.2012.
During the previous five years Atanas Stoilov Bobokov has not been a
member of administrative, managing or supervisory body or a partner in companies,
other than those indicated above.
As at the date of this document Petar Hristov Petrov is:
Executive member of the Board of Directors of MONBAT AD, Sofia, registered under
company’s case № 4636/1999 of Sofia City Court, having its registered seat and management
address at 4, Golo Burdo Str., Sofia, with UIC: 111028849.
Managing partner - BELNIKOLOV, PETROV AND PARTNERS Ltd., UIC:
175217702, 4, Golo Burdo Str., Lozenets district, 1407 Sofia, holding 25 % of the capital.
Single owner and Manager of LOPUSHANSKA SEKVOYA Ltd., UIC: 200280522, No
76, Industrialna Str., 3400 Montana.
During the previous five years Petar Hristov Petrov has been a member of the
Management Board of Start AD, with a registered seat and business address at 4, Golo
Burdo Str., Sofia, UIC: 124712007 until 08.12.2008.
As at the date of this document Ivan Petrov Karageorgiev is:
Member of the Board of Directors of MONBAT AD, Sofia, registered under company’s
case № 4636/1999 of Sofia City Court, having its registered seat and management address at 4,
Golo Burdo Str., Sofia, with UIC: 111028849.
Managing partner of MONBAT TRADING Ltd., UIC: 130137657, No 9, Layosh Kosht
Str., Krasno Selo district, h.e. Krasno Selo, 1606 Sofia, holding 10 % of the capital.
Member of the Board of Directors of START AD, UIC: 124712007, 4, Golo Burdo Str.,
Lozenets district, 1000 Sofia.
During the previous five years Ivan Petrov Karageorgiev has been a member of
the Supervisory Board of Start AD, with a registered seat and business address at 4, Golo
Burdo Str., Sofia, with UIC: 124712007 until 08.12.2008.
As at the date of this document Plamen Stoilov Bobokov is:
Member of the Board of Directors of MONBAT AD, Sofia, registered under company’s
case № 4636/1999 of Sofia City Court, having its registered seat and management address at 4,
Golo Burdo Str., Sofia, with UIC: 111028849.
Member of the Board of Directors of PRISTA OIL HOLDING EAD, UIC: 121516626,
No20, Zlaten Rog Str., Lozenets district, 1407 Sofia
Managing partner - MIX OIL Ltd., UIC: 831015922, No1 Han Kubrat Str., floor 6,
office 5, Rousse, holding 50 % of the capital
Managing Director of MONBAT TRADING Ltd., UIC: 130137657, No 9, Layosh
Koshut Str., Krasno Selo district, h.e. Krasno Selo, 1606 Sofia
Member of the Board of Directors of PRISTA REAL ESTATES AD, UIC: 175021319,
No9, Layosh Koshut Str., Krasno Selo district, Sofia.
Member of the Board of Directors of VUELTA EUROPE AD, UIC: 117546396, No
106, Lipnik Str., 7013 Rousse.
Member of the Board of Directors of WINERY HOUSE RUSE AD, UIC: 117630264,
No 73, Borisova Str., 7012 Rousse.
Member of the Supervisory Board of MARINE ANTIPOLLUTION ENTERPRISE
AD, UIC: 813109299, South Industrial Area, Base oil terminal, Asparuhovo district, 9000 Varna.
Partner – LEVENTA Ltd., UIC: 117632621, No 73, Borisova Str., 7012 Rousse, holding
50 % of the capital.
Partner – PRISTA OIL TRADING Ltd., UIC: 130343881, No9, Layosh Koshut Str.,
Krasno Selo district, 1606 Sofia, holding 36 % of the capital.
During the previous five years Plamen Stoilov Bobokov has been a member of the
Board of Directors of Project Ruse AD, with its registered seat and business address at
No 3 Lipnik Str., Rousse, with UIC: 117684479 until 14.05.2010.
As at the date of this document Stoyan Zhivkov Stalev is:
o Member of the Board of Directors of MONBAT AD, registered under company
case № 4636/1999 of Sofia City Court, having its registered seat and business address at No 4,
Golo Burdo Str., Sofia, with UIC: 111028849.
o 2006 – 2010 Mr. Stoyan Stalev was Executive Director of the Bularian Investment
Agency.
During the previous five years Mr. Stalev has not been a member of
administrative, managing or supervisory body or a partner in companies, other than
those indicated above.
As at the date of this document Alexander Viktorov Chaushev is:
Member of the Board of Directors of MONBAT AD, Sofia, registered under company’s
case № 4636/1999 of Sofia City Court, having its registered seat and management address at 4,
Golo Burdo Str., Sofia, with UIC: 111028849.
Member of the Board of Directors of SOPHARMA AD, UIC: 831902088, No 16
Iliensko Shose, nadezhda district, 1220 Sofia.
Member of the Board of Directors of MANAGEMENT AND ADVERTIZING
AGENCY IN SPORTS EAD, UIC: 130969084, No 42, Todor Alexandrov Blvd., Vuzrazhdane
district, 1303 Sofia.
Member of the Board of Directors of DK – DOMOSTROENE AD, UIC: 102148397,
Pobeda housing estate, 8000 Burgas.
Partner – SOFSERVICE Ltd., UIC 131407109, No 339, Tzar Boris III Blvd., Knyazhevo
housing estate, Vitosha district, 1618 Sofia, holding 78 % of the company’s capital.
During the previous five years Alexander Viktorov Chaushev has been a
member of administrative, managing or supervisory body or a partner in the following
companies, other than those indicated above:
o 2004 - 2006 – Executive Director of Agrohold AD.
As at the date of this document Nikolay Georgiev Tranchev is:
Member of the Board of Directors of MONBAT AD, Sofia, registered under company’s
case № 4636/1999 of Sofia City Court, having its registered seat and management address at 4,
Golo Burdo Str., Sofia, with UIC: 111028849.
Partner – EKOTEH Ltd., UIC: 125026751, No 39, Tzar Osvoboditel Str., entr. D, floor
2, app. 11, 7700 Turgovishte, holding 75 % of the company’s capital.
Partner - BELNIKOLOV, PETROV AND PARTNERS Ltd., UIC: 175217702, 4, Golo
Burdo Str., Lozenets district, 1407 Sofia, holding 25 % of the capital.
During the previous five years Nikolay Georgiev Tranchev has been a
member of administrative, managing or supervisory body or a partner in the following
companies:
o Until 08.12.2008 – member of the Supervisory Board of Start AD, having its
registered seat and business address at No 4, Golo Burdo Str., Sofia, with UIC: 124712007.
o Member of the Supervisory Board of Incoms-Telecom Holding AD.
As at the date of this document Kamen Zahariev is:
o Uksnab Ltd, Ukraine
o SPS Investment NY, Holland
o Prista Oil Holding EAD, Sofia, registered under comnay case № 13825/1994 of Sofia
City Court, having its registered seat and business address at No 20, Zlaten Rog Str.,
Sofia, with UIC: 121516626
o member of the Board of Directors of MONBAT AD.
During the previous five years Kamen Zahariev is has been a member of administrative,
managing or supervisory body or a partner in the following companies:
o Uksnab Ltd, Ukraine
o SPS Investment NY, Holland
As at the date of this document Florian Huth is:
o
o
o
o
Penkon Gida A.S., Turkey – Member of the Board of Directors and Vice Chairperson
ADM GNG East Ukraine Ltd, BVI – Member of the Board of Directors
Setcar Holdings Ltd, Cyprus – Member of the Board of Directors
member of the Board of Directors of MONBAT AD.
During the previous five years Florian Huth is has been a member of administrative,
managing or supervisory body or a partner in the following companies:
o Penkon Gida A.S., Turkey – Member of the Board of Directors and Vice Chairperson
o ADM GNG East Ukraine Ltd, BVI – Member of the Board of Directors
o Setcar Holdings Ltd, Cyprus – Member of the Board of Directors
7. Executed contracts in 2012 with members of the Management Board,
respectively the Board of Directors or their related persons beyond the usual activity of
the company or substantially diverted from the market requirements
In 2012 have not been executed transaction with members of the Management Board,
respectively the Board of Directors or the Supervisory Board or their related persons beyond the
usual activity of the company or substantially diverted from the market requirements.
8. Planned economic policy for the next year, including the expected investments
and development of the personnel, the expected revenue from investments and
development of the company, as well as the forthcoming transactions of substantial
importance for the activity of the company
The company prepares annually a consolidated forecast for the respective financial year
and also presents information on the sales revenues and the profit on monthly basis.
VІІІ. AVAILABILITY OF BRANCHES OF THE ENTERPRISE
The company does not have registered branches in the country and abroad.
ІХ. FINANCIAL INSTRUMENTS USED BY THE COMPANY
MONBAT AD has concluded a transaction for hedging the interest rate risk "Variable
SWAP" with an overall limit (cap) 4.50 % per annum with 1M EURIBOR with "EFG Eurobank
Bulgaria" AD. Such a transaction is necessary given the fact that the company uses a long-term
investment credit from the same bank in EUR, whose debt will bear an interest rate equivalent to
1M EURIBOR plus a margin. Regardless of the fact that the exchange rate BGN / EUR is fixed,
the risk of increasing the applicable interest rate - in this case 1M EURIBOR remains. The
reason for this is the existence of inflation in the European Union countries and the related
changes in the interest rates, set by the European Central Bank. The parameters of the
transaction are as follows: nominal: EUR 6,100,000; initial date: 21.12.2008 (after expiry of the
grace period and the period for utilization of the investment credit); deadline: 21.12.2013.;
Conditions: MONBAT AD pays 4.09 % annually if 1M EURIBOR is less than or equal to 4.50
% per annum and the current 1M EURIBOR if its value is higher than 4.50 % per annum. A
specific feature of this transaction is the fact that it is independent from the concluded credit
contract.
Х. INFORMATION ON THE CORPORATE GOVERNANCE PROGRAM AND ITS
IMPLEMENTATION
In 2007 MONBAT AD joined the National Corporate Governance Code. The
management of MONBAT AD expressed its willingness to observe the good corporate
governance principles laid down in the National Corporate Governance Code. The Corporate
Board of MONBAT AD strives to implement its corporate policy in accordance with best
practices and current standards on good corporate governance as key priorities for the company
in this respect are transparency, timely and objective disclosure of information to all investors of
the company.
The rewards that the company receives annually are also expression of the investors’
trust. For several consecutive years MONBAT AD wins the annual chart of "Dnevnik 100" in
the category "Company with Best Corporate Governance".
On September 19, 2011 the National Corporate Governance Commission together with
the Bulgarian Stock Exchange - Sofia AD introduced an index for companies with best
corporate governance - CGIX (Corporate Governance IndeX) which consists of 7 companies.
The Commission set MONBAT AD as one of the seven companies that became part of the
index in 2011.
In the beginning of 2012 were presented the annual awards of the Bulgarian Stock
Exchange – Sofia for 2011. As a company that applies high standards for information disclosure
and transparency, MONBAT AD was awarded the first place in the category "Issuer with the
most essential contribution to the capital market in 2011».
INFORMATION ON THE APPLICATION OF THE CODE’S
RECOMMENDATIONS:
The Code is being applied based on the “comply or explain” principle. This means
that the company adheres to the Code and in case of any diversion, its Corporate Board should
clarify the reasons for that. MONBAT AD provides this information on the compliance with the
Code as the latter will also be posted on the company’s website.
CORPORATE BOARD – BOARD OF DIRECTORS
At the regular annual session of the general assembly of the shareholders of MONBAT
AD, held on 25.06.2012 was approved a decision to change the management system of the
company, namely to turn form a two-tier to one-tier management system. At the held session of
the general assembly of the shareholders was approved a decision for the company to be
managed by a Board of Directors consisting of 9 members, namely:
The members of the Board of Directors of MONBAT AD were filed with the
Commercial Register to the Registry Agency on 25.07.2012 under № 20120725103746.
All members of the Board of Directors meet the legal requirements for taking the position
they occupy. The functions and obligations of the Corporate Board as well as its structure and
competences are in conformity with the requirements of the Code.
The Board of Directors manages the company in accordance with the established vision,
goals and strategy of the company and the interests of the shareholders.
In their activities the members of the Board of Directors are being guided by the generally
accepted principles of integrity and managerial and professional competence.
The remunerations of the members of the management are being announced in the Annual
Report of the Board of Directors in compliance with the legal requirements, the Company’s bylaws and the Code of Ethics. Shareholders have an easy access to information on the
remunerations received by the members of the company’s management.
Members of the Board of Directors avoid and do not allow any real or potential conflict
of interests.
In 2012 the Board of Directors performed its functions as monitoring the compliance
with laws and rules laid down in the company’s by-laws.
The present composition of the Board of Directors guarantees the independence and
objectiveness of the resolutions and actions of its members. The Board of Directors of
MONBAT AD consists of nine members as three of them are independent within the meaning
of LPOS. The independent members of the Company’s Board of Directors act in the best
interest of the company and the shareholders, impartially and in a non-aligned manner. The
members of the Board of Directors have appropriate knowledge and experience necessary for
the positions they occupy. Four of the members of the Board of Directors have higher legal
education and the other member – higher economic education. In this regard, the Company has
implemented the requirements of the National Code on the necessary knowledge and experience
for the position occupied by members of the Board of Directors. After their election the
members of the Board of Directors have not attended an induction program on legal and
financial issues related to the company in view of the fact that they have the necessary education,
qualifications and experience and are fully awarw with the company’s activities.
The general assembly of the shareholders approves the remuneration of the members of
the Board of Directors – permanent and additional. The remuneration of the members of the
Board of Directors is based on their activities and responsibilities. The remuneration of the
independent members is permanent and reflects their participation in Board meetings,
performance of their tasks to control the operations of the executive management and effectively
participate in the Company’s business. The independent director does not receive any additional
remuneration from the company.
It is not provided that members of the Board of Directors are to be compensated for
their activities with shares or options. Information disclosure on the remuneration of members
of the Board of Directors is in compliance with the legal requirements and the Company’s bylaws.
MONBAT AD has adopted the following documents with regard to the activities and
remunerations of the corporate board’s members:
• Rules for setting the remunerations and bonuses of members of the Board of Directors
as well as the total cash amount received during the year in relation to the position they
occupy.
• Rules and restrictions on the value of gifts that members of the Board of Directors may
receive.
• Rules on interested and related parties transactions.
The Company’s Board of Directors is being supported by an audit committee elected by
the general assembly of shareholders.
1. Audit Committee
At the regular session of the annual general assembly of shareholders of MONBAT AD
held in 2011 was approved a resolution for election of the company’s audit committee, namely:
the general assembly elected Milen Marinov to be a Chairperson of the Audit Committee and
Krasimir Ivanov to be a member of the audit committee.
AUDIT AND INTERNAL CONTROL
The company has a functioning internal control and risk management system /ICRM
system/ that guarantees the effective functioning of reporting and information disclosure
systems. The ICRM system was elaborated and functions also with a view to identify risks that
pursue the activities of the company and support their effective management. Senior
management has the main responsibility and role in terms of developing the internal control and
risk management system. It performs both managing and guiding function and also ongoing
monitoring.
The ongoing monitoring on the part of the senior management consists of assessment
whether the ICRM system is still suitable for the company in the conditions of changed
environment, whether it acts as expected and whether it is periodically adjusted to changed
conditions. Assessment of selected areas, carried out in this context, as a responsibility of the
senior management complies with the priorities of the company. The assessment is also
proportionate to the characteristics of the company and the impact of the risks identified.
The senior management reports to the audit committee on the basic characteristics
/features/ peculiarities of the ICRM system and also on key issues, including main incidents
established and the respectively approved or applied corrective measures.
SHAREHOLDERS' RIGHTS PROTECTION
The Corporate Board of MONBAT AD guarantees equal treatment of all shareholders of the
Company, including minority and foreign ones.
The Company provides protection of the rights of every shareholder through:
• Facilitating shareholders to participate effectively in the work of the general assemblies
of shareholders by means of timely disclosure of the materials for the GAS through four
media agencies - EXTRI NEWS, INFOSTOCK, PROFIT.BG INVESTOR.BG and on its
website www.monbat.com. News about the company is also being disclosed through the
social network LinkedIn, where a group of MONBAT’s investors was set up. Information
disclosure to financial media, analysts, current and potential investors is being made through
sending all news and report to a mailing list with over 550 contacts. All news are being
made public in Bulgarian and English language.
• Carrying out clear procedures for convening and holding general assemblies of the
shareholders - ordinary and extraordinary sessions. Every invitaion for holding a general
assembly of the shareholders includes explanation in details on the procedures for
exercising the right to vote and the possibility to participate in the session of the GAS.
Pursuant to the Company’s Articles of Association, exercising the right to vote is also
possible through correspondence and electronic means.
• The Board of Directors affords an opportunity for all shareholders to participate in the
distribution of the company’s profit, in the event that the General Assembly of
Shareholders has approved a particular resolution for dividend distribution.
• The overall policy of the company to support shareholders in exercising all their rights is
being carried out through the Investor Relations Director of the company.
INFORMATION DISCLOSURE
The Corporate Board applies Rules on the inside information and the insiders for the
company that regulate also the obligations, the procedure and responsibility for public disclosure
of inside information for MONBAT AD, a prohibition for trading in the presence of inside
information and manipulation of the financial instruments market.
The Board of Directors of MONBAT AD believes that with its activities in 2012 has
created preconditions for sufficient transparency in its relations with investors, financial media
and analysts on the capital market. The Corporate Board of MONBAT AD discloses its
investment program to the investors for each financial year. During the reported 2012 the
company has disclosed any regulated information within the time limits and under the procedure
provided for in the LPOS and the respective by-laws.
An Investor Center section was set up on the Company’s website. This section of the
website aims to facilitate receiving of timely and relevant information from investors of the
company - shareholders, potential investors, financial media and analysts, and to create
maximum transparency in the relations between them and the company's management. Updated
information on the most important corporate events, materials from held and upcoming events
can be found in there. This section contains information on the financial and economic standing
of the company, the implementation of the internationally acknowledged good corporate
governance standards.
The Board of Directors of MONBAT AD has drawn up and approved a Corporate
Calendar of the Company for 2013 on the most important events for the Company and the
deadlines for implementation of the information disclosure obligations. By means of this
Calendar the Board of Directors plans separate events and announces them.
The business organization of the Board of Directors, of the sessions of the General
Assembly of Shareholders enables equal treatment of all shareholders, irrespective of the number
of shares they hold. The Investor Relations Director communicates with due care and precision
both with the majority shareholder and with individual shareholders holding a small number of
shares.
The company has established and approved the practice to ensure effective
communication with all shareholders.
The management of the Company realizes that presentations of the company in various
specialized economic editions have a favorable effect over the complete image of the company extending the range of investors and customers, making the production popular. Therefore, it is
of utmost importance for the management of the company that the information presented to
financial media analysts is accurate, precise and reliable. The Investor Relations Director, as a
liaison between the management of the company and its investors, develops the overall policy in
terms of relations with financial media, provides direct contact with them, discloses important
information to investors on the condition and plans of the company, strictly observing the
information disclosure principles, considering what information constitutes a trade secret and
what information should be publicly disclosed. This policy will be further developed and
regularly updated at the discretion of the Investor Relations Director.
STAKEHOLDERS
The company identifies as stakeholders all persons interested in the economic prosperity
of MONBAT AD – shareholders, workers and employees, customers, suppliers, distributors,
bank – creditors and the community as a whole.
The Board of Directors encourages the co-operation between the company and the
stakeholders aimed at increasing the prosperity of all parties and providing sustainable
development of the company. The company provides the stakeholders with the necessary
information on its activities, current data on the financial standing and all the information that
would contribute to their correct orientation and decision making. With reference to the internal
regulations of some stakeholders of the company, MONBAT AD provides them with particular
Reports on the SCR policies of the company related to ecology, safe and healthy labor
conditions, anti-corruption and human resources.
In its stakeholder policy the company complies with the legislative requirements, based
on the transparency, accountancy and business ethics principles. MONBAT AD is a member of
the UN Global Compact Network, and the management of the company adopted the Global
Compact principles and engaged itself with applying in its activities socially responsible practices
in all directions, covered by its ten core principles.
The management of MONBAT AD has engaged itself to voluntarily, actively and
consistently apply socially responsible employment practices that exceed the requirements of the
employment legislation.
The management of MONBAT AD considers pollution prevention or reduction
activities aimed at achieving a maximum level of human health and environmental protection as
a fundamental priority of the company and determining factor in its long-term and sustainable
development.
The Board of Directors of MONBAT AD annually elaborates and makes public,
including through the website of the company, a Report (Communication on Progress) on the
initiatives undertaken during the reported year in the four main areas of operation of the Global
Compact principles, namely: human rights protection, labor rights protection, environmental
protection and supporting anti-corruption initiatives and transparency policy. These reports for
the respective year are being posted on the website of the company, “About Us” Section,
“Corporate Social Responsibility”.
ХІ. ADDITIONAL INFORMATION UNDER SECTION VI A OF APPENDIX NO 10
OF ORDINANCE NO 2 OF FSC
1. Information given in value or quantitative terms about the main categories
of commodities, products and/or provided services, with indication of their share in the
revenues from sales of the issuer as a whole and the changes that occurred during the
reporting fiscal year
SOLD CONTINGENT ACCUMULATOR BATTERIES 12V55AH FOR THE
PERIOD 2010 - 2012
Table № 24
Year
Volume of sales equivalent to 12V55Ah, number
2010
2011
2012
1 910 846
1 646 712
1 691 342
2.
Information about the revenues allocated by separate categories of
activities, domestic and external markets as well as information about the sources for
supply of materials required for the manufacture of commodities or the provision of
services with indication of the degree of dependence in relation to any individual seller or
buyer/user, where if the share of any of them exceeds 10 per cent of the expenses or
revenues from sales, information shall be provided about every person separately about
such person’s share in the sales or purchases and his relations with the issuer
Information about the revenues allocated by major categories of activities
Table № 25
REVENUES
2010
1
А. Operating revenues
I. Net revenues from the sale of:
1. Finished goods
2. Goods for sale
3. Services
4. Other
I: Total net revenues from sale
II. Revenues from financing for fixed assets
incl. government grants
II: Total
III. Financial income
1. Interest revenue
2. Divident income
3. Gains from operations with financial assets
and instruments
4. Gains from foreign exchange operations
5. Other financial income
III: Total financial income
B. Total revenues before extraordinary activities
(I+II+III)

2011
2
%
(in thousand BGN)
2012
3
156855
5669
1370
39627
203 521
-6%
-80%
5%
12%
-4%
147840
1150
1439
44502
194 931
0%
-75%
-33%
-23%
-6%
147916
284
966
34205
183 371
0
0%
0
0%
498
1733
0
59%
0%
2757
0
74%
0%
4807
0
1011
0
94
1254
4 092
0%
101%
0%
-28%
189
0
2 946
0%
-82%
0%
69%
0
34
150
4 991
207 613
-5%
197 877
-5%
188 860
Information about the the revenues allocated by local and external markets
Breakdown of revenues by markets is presented in Chapter II of this Report.
3. Information about concluded big transactions and such of material
importance for the issuer’s activity
In 2012 MONBAT AD has not concluded big transactions which are of material
importance for the issuer’s activity.
4. Information about the transactions concluded between the issuer and related
parties during the reporting period, proposals for conclusion of such transactions as well
as transactions which are outside its usual activity or substantially deviate from the
market conditions, to which the issuer or its subsidiary is a party, indicating the amount
of the transactions, the nature of relatedness and any information necessary for an
estimate of the influence over the issuer’s financial status
In 2012 MONBAT AD has concluded transactions with related parties as follows:
Table № 26
Related party
START AD
START AD
Type of relation
Subsidiary
AD with
shares
Subsidiary
AD with
Transactions
company of MONBAT Purchase of materials and fixed assets on
91.11 % of the voting the part of MONBAT AD
company of MONBAT Sale of fixed assets on the part of
91.11 % of the voting MONBAT AD
shares
MONBAT DOO Serbia
Subsidiary company of Monbat
Recycling EAD which is 100 %
ownership of MONBAT AD
MONBAT RECYCLING, Subsidiary company of Monbat
EAD BULGARIA
Recycling EAD which is 100 %
ownership of MONBAT AD
MONBAT RECYCLING, Subsidiary company of Monbat
EAD BULGARIA
Recycling EAD, Bulgaria which is
100 % ownership of MONBAT AD
Purchase of materials on the part of
MONBAT AD
Sales of materials and others on the part
of MONBAT AD
Purchase of materials and services on
the part of MONBAT AD
MONBAT OOD,
ROMANIA
Related party under joint control Sale of production
with MONBAT AD
OCTA LIGHT
BULGARIA AD
Subsidiary company of MONBAT Loan granted on the part of MONBAT
AD with 51 % voting shares
AD
PRISTA OIL,
HINGARY
Related party under joint control Sale of production on the part of
with MONBAT AD
MONBAT AD
U MONBAT
YAGODINA
Subsidiary company of Monbat Sale of production on the part of
DOO Serbia with 100 % voting MONBAT AD
shares.
No transactions with related parties have been concluded which are outside its usual
activity or substantially deviate from the market conditions.
5. Information about events and indicators of unusual for the issuer nature, having
substantial influence over its operation and the realized by it revenues and expenses
made; assessment of their influence over the results during the current year
During 2012 has not occurred an unpredictable and unforeseen circumstance of an
extraordinary nature, which has had an impact on the company.
6. Information about off-balance kept transactions in 2011 – nature and business
objective, indication of the financial impact of the transactions on the operation, if the
risk and benefits of these transactions are substantial for the assessment of the issuer’s
financial status
In 2012 were not concluded off-balance kept transactions.
7. Information about holdings of the issuer, about its main investments in the country
and abroad (in securities, financial instruments, intangible assets and real estate), as well
asthe investments in equity securities outside its economic group and the sources/ways
of financing
As of 31.12.2012 MONBAT AD has directl and indirect holdings in the following
subsidiary companies within the economic group if the issuer:
Table № 27
Company’s
name
Principal activity
MONBAT
Recycling of accumulator batteries and lead scrap, lead alloys,
PLC
DOO, polyethylene and polypropylene materials, trading in
Serbia
accumulator batteries, batteries, lead, polyethylene and
polypropylene scrap and materials on the territory of the
Republic of Serbia as well as export and import from and to
the Republic of Serbia of scrap, materials and finished goods.
START AD, Production, service and marketing of accumulator batteries;
Sofia
engineering and development-implementation activities;
production and marketing of equipment for production of
accumulator batteries; foreign and domestic trade and setting
up commercial networks, specialized stores and representation
offices.
SC MONBAT Recycling of accumulator batteries and lead scrap, lead alloys,
RECYCLING polyethylene and polypropylene materials, trading in
SRL
– accumulator batteries, batteries, lead, polyethylene and
Romania
polypropylene scrap and materials on the territory of the
Republic of Romania as well as export and import from and to
the Republic of Romania of scrap, materials and finished
goods.
MONBAT
Recycling of accumulator batteries and lead scrap, lead alloys,
RECYCLING polyethylene and polypropylene materials, trading in
EAD
– accumulator batteries, batteries, lead, polyethylene and
Bulgaria
polypropylene scrap and materials on the territory of Bulgaria.
OCTA
Manufacturing of high power light emitting diodes –
LIGHT
manufacturing of single color (white), multicolor (blue, red,
BULGARIA
green), high power (from 0.5W to 5W), highly effective (above
AD
100 lumen/Watt) user orientated (<80 lumen/Watt) series of
light emitting diodes for general and specific purposes.
Engineering in the field of lighting industry in the country and
abroad, including marketing, feasibility studies, design.
Design and manufacturing of specialized lighting fixtures and
luminaries for general purpose for street, architectural, stage
and accent lighting
Design, manufacturing and installation of whole lighting
systems, including implementation of energy-efficient lighting
solutions, work with municipalities and private corporations.
Complex engineering and exploitation of installations on
ESCO agreements within the territory of Bulgaria and abroad
(attractive nearby markets as Greece, Serbia, Rumania, future
markets as Western Europe).
Investment and development in the field of optoelectronics,
studies and experimental activities for the implementation of
new products and materials for the manufacturing of high
power LEDs and their use for general lighting; development
of new products and concepts for the introduction of high
power light emitting diodes for mass usage.
Capital
share
or
percentage of votes at
the General Assembly
as of 31.12.2012
100 % of the capital
91.11 % of the voting
shares
100 % of the capital
100 % of the capital
51 % of the capital
MONBAT
ROMANIA
OOD
Trade company with scope of activity: trading, service and 99 % of the capital
marketing of accumulator batteries, accumulator, lead,
polyethylene and polypropylene scrap.
8. Information about the concluded by the issuer, by its subsidiary or parent
undertaking, in their capacity of borrowers, loan contracts with indication of the
terms and conditions thereof, including the deadlines for repayment as well as
information on the provided guarantees and assuming of liabilities
Long-term loans
Amount and maturity date of the loans of MONBAT AD as at 31.12.2012
Table № 28
Type of
Contract № and Maturity
credit
date
date
Eurobank
100Investment
EFG
532/16.05.2007
16.05.2017 credit
Unicredit
1043/28.11.2006
Bulbank AD Annex
30.06.2013 Credit line
9/31.03.2008
Eurobank
EFG
339/07.12.2004
15.03.2013 Credit line
Bulgaria AD
Unicredit
Investment
Bulbank AD 1099/14.06.2007 11.06.2017 credit
Eurobank
100EFG
242/31.03.2006
15.03.2013 Credit line
Bulgaria AD
SG Express
Bank AD
31.03.2013 Overdraft
BNP Pariba
S.A., Sofia 869/07.2010
22.07.2013 Overdraft
branch
Eurobank
EFG
100 -972
23.06.2013 Overdraft
Bulgaria AD
Bank
Utilized
Currency Amount amount as Collateral
of credit of 31.12.2012
EUR
Yes
6 100 000 3 367 553
EUR
300 000
300 000
Yes
EUR
2 200 000
2 076 716
Yes
6 228 000
3 113 999
Yes
EUR
2 200 000
2 139 428
Yes
EUR
3 500 000
3 427 277
Yes
EUR
3 000 000
2 624 821
Yes
EUR
1 000 000
1 000 000
Yes
EUR
Leasing
Detailed information about the lease contracts concluded by 31.12.2012 is presented in
Section 9.1. of the Financial Statements of the Company as of 31.12.2012, prepared in
accordance with International Accounting Standards.
9. Information about the concluded by the issuer, by its subsidiary or the parent
undertaking, in their capacity of lenders, loan contracts, including the provision of
guarantees of any type, including to related persons, with indication of the concrete
conditions there under, including the deadlines for repayment and the purpose for
which they have been granted
The main contracts for loans granted to related parties are presented as follows:
Monbat Recycling EAD

Cession contract, between Monbat AD and Monbat Recycling EAD. The ceded items
are as follows:
-
Receivables on loans granted to subsidiaries – Monbat DOO Serbia and Monbat
Recycling Romania at the amount of BGN 13 476 thousand and interest at the amount
of BGN 2 135 thousand. The total receivable is at the amount of BGN 15 611 thousand
and with it Monbat AD increases its shares owned in Monbat Recycling EAD.
In 2010 Monbat AD has sold 100% of the shares of Monbat DOO Serbia for the
amount of BGN 15 629 thousand, as well as 99.97% of its owned shares in Monbat
Recycling Romania for the amount of BGN 7 373 thousand to Monbat Recycling EAD.
In 2012 Monbat AD increased its shares in Monbat Recycling Romania with expenses for
the acquisition of assets, trade receivables and receivables on loans granted, totaling to
BGN 17 511 thousand. At 12.12.2012 the shares have been transferred to Monbat
Recycling EAD.
In 2012 Monbat AD increases its shares in Monbat DOO Serbia with payments made for
equipment, totaling to TBGN 4 630 At 01.08.2012 the shares have been transferred to
Monbat Recycling EAD
-
-
Monbat Romania OOD
According to a cession agreement receivables amounting to 968 482.37 ЕUR of Prista Oil
Romania from Monbat Romania OOD, for sales of inventory (127 641.42 EUR) and receivables
from sales (840 840.95 EUR) have been ceded to Monbat AD.
According to an agreement for receivables and payables offsetting, payables of Prista Oil
Romania to Monbat AD amounting to 659 327.46 EUR has been offset against payable of
Monbat AD to Prista Oil Romania. The remainder of 309 109.91 EUR is payable from Monbat
AD to Prista Oil Romania.
According to a cession agreement Prista Oil Romania ceded its receivable from Monbat AD to
Prista Oil Holding EAD. With appendix from 11.11.2010 between Prista Oil Holding EAD and
Monbat AD payable of Monbat AD amounting to 309 109.91 EUR is offset against payable of
Prista Oil Holding EAD for a deposit received in June 2009.
Octa Light
All loan contracts are re-negotiated with the same conditions with new credit term 31.12.2013

Contract, dated 21.02.2012
Utilized principle: BGN 4 660 thousand
Credit term: 31.12.2013
Balance on the principle as of 31.12.2012 - BGN 4 660 thousand
Collateral: Pledge on the machines and installations, secured with a Promissory Note
Redemption: no redemption plan
As at 31.12.2012 MONBAT AD has granted the following short-term loans:

Contract from 02.01.2008, signed with Inter Keramik OOD and Annex
2/05.01.2012
Utilized principal: BGN 750 thousand
Contract duration: two years
Balance of principal as of 31.12.2012 - BGN 0
Contract collaterals: none
Redemption: within the contract duration without fixed payments.

Contract from 01.07.2009 with FK “Montana 1921” – Annex 2/01.07.2012
Utilized principal: BGN 50 thousand.
Contract duration: one year
Balance of the principle as of 31.12.2012 - BGN 0
Contract collaterals: Pledge at the form of TV rights as a member of "A" PFL season
2010-2011
Redemption: Single payment at the maturity date of the contract
10. Information on the use of the funds from a new issue of securities carried out during
the reported period
During the reported period the company has not issued a new issue of shares.
11. Analysis of the ratio between the achieved financial results reflected in the financial
statement for the fiscal year, and previously published forecasts for these results
The management of MONBAT AD has not announced a forecast on the individual 2012
financial results of the company.
At its session as of 15.01.2013 the Board of Directors of Monbat Plc approved a
Business plan on the development of the companies, included in the economic group of Monbat
Plc for 2013. The Business plan also contains a Forecast regarding the expected data on the net
sales revenues, net profit and EBITDA on consolidated basis, as follows:
Net Sales - 2013
Net Profit - 2013
ЕBITDA - 2013
BGN 283 331 000
BGN 33 773 000
BGN 44 761 000
The 2013 Forecast was made on the basis of the expected average lead price for 2013 –
EUR 1850 per ton.
12. Analysis and assessment of the policy concerning the management of the financial
resources with indication of the possibilities for servicing of the liabilities, eventual
jeopardizes and measures which the issuer has undertaken or is to undertake with a
view to their removal
The management of the financial resources is subject to the requirement to achieve
maximum efficiency with the simultaneous observance of agreed payment terms both with
suppliers and customers. This means predominant use of own resources which leads to lower
financial costs. A result of such a policy of managing the financial resources is faster reduction of
the period for collection of receivables compared to the period for payment of liabilities. This
leads to an effective increase of the cash in the company and to the possibility for the investment
costs to be financed without this being always at the expense of resources attracted by banks,
which reduces the interest costs. On the other hand, this way a significant reserve of unused
credits is preserved that can be used for both current and investment expenditures thus
maintaining high liquidity of payments.
13. Assessment of the possibilities for realization of the investment intentions, indicating
the amount of the available funds and stating the possible changes in the structure of
the financing of this activity
As a result of the successfully completed by MONBAT AD Project “Increasing the
competitiveness of Monbat Plc by investing in new equipment for grid and plate for dry charged
and gravity casted lead acid batteries producing”, approved with a Resolution No ТМГ-011/27.05.2009 of the Executive Director of the Bulgarian Small and Medium Enterprises
Promotion Agency under an open procedure for a competitive selection of projects
“Technological Modernization in Big Enterprises”, the company received a grant in the amount
of BGN 4 227 266.23. The Project has been implemented on the basis of a contract signed with
the Bulgarian Small and Medium Enterprises Promotion Agency № ТМГ-02-4/09.07.2009
within 18 months and the management of MONBAT AD acknowledges the successful
completion of both the specific and the main purpose of the tender offer, namely providing
competitiveness and sustainable development of the company by means of introducing new and
innovative equipment and technologies within the conditions of the world financial and
economic crisis.
In 2011 the total amount of the investments made in Monbat Plc and Monbat Recycling
EAD is BGN 19 626 000 out of which BGN 17 451 000 investments in Monbat Plc and
2 175 000 investments in Monbat Recycling EAD.
In 2012 the total amount of the investments made in MONBAT AD is EUR 1 844 000.
14. Information about occurred during the reporting period changes in the base
principles for management of the issuer and its economic group
There is no change occured in the base principles for management of the company.
15. Information about the main characteristics of the applied by the issuer in the course
of preparation of the financial statements internal controls system and risk
management system
The company has a functioning internal control and risk management system /ICRM
system/ that guarantees the efficient functioning of reporting and information disclosure
systems. The ICRM system was elaborated and functions also with a view to identify risks that
pursue the activities of the company and support their efficient management. Senior
management has the main responsibility and role in terms of developing the internal control and
risk management system. It performs both managing and directing function and also ongoing
monitoring.
The ongoing monitoring of controls by senior management is to assess whether the
ICRM system is still suitable for the company in a changed environment, whethet it acts as
expected and whether it is periodically adjusted to changed conditions. Evaluation of selected
areas, carried out in this context as a responsibility of the senior management complies with the
priorities of the company. Evaluation is also proportionate to the characteristics of the company
and the impact of the risks identified.
The senior management reports to the audit committee on the basic characteristics of the
ICRM system and also on key issues, including main incidents established and the respectively
approved or applied corrective measures.
16. Information on the changes in the management and supervisory bodies during 2012
At the regular annual session of the general assembly of the shareholders of MONBAT
AD, held on 25.06.2012 was approved a decision to change the management system of the
company, namely to turn form a two-tier to one-tier management system.
At the held session of the general assembly of the shareholders was approved a decision
for the company to be managed by a Board of Directors consisting of 9 members, namely:









Atanas Bobokov – Chairperson of the Board of Directors
Petar Petrov – Executive Director
Ivan Karageorgiev – Member of the Board of Directors
Plamen Bobokov – Member of the Board of Directors
Stoyan Stalev – Member of the Board of Directors
Alexander Chaushev – Member of the Board of Directors
Nikolay Trenchev – Member of the Board of Directors
Kamen Zahariev – Member of the Board of Directors
Florian Huth – Member of the Board of Directors
The members of the Board of Directors of MONBAT AD were filed with the
Commercial Register to the Registry Agency on 25.07.2012 under № 20120725103746.
17. Information on the amount of the remunerations, rewards and/or the benefits of
everyone of the members of the management and control bodies for the fiscal year under
review, paid by the issuer and its subsidiaries, irrespective of whether they have been
included in the issuer’s expenses or rise from profit distribution, including:
a) received amounts and non-money remunerations;
b) contingent or deferred remunerations, occurred during the year, even if the
remuneration is due at a later time;
c) amount owed by the issuer or its subsidiaries for payment of pensions, compensations
at retiring on a pension or other similar compensations
In2012 the members of the Supervisory Board (SB) of MONBAT AD have received the
following remunerations:
Table № 29
Full name
Plamen Stoilov Bobokov
Alexandar Viktorov Chaushev
Nikolay Georgiev Trenchev
Stoyan Zhivkov Stalev
Position
Chairperson of the Supervisory Board
Member of the Supervisory Board
Member of the Supervisory Board
Member of the Supervisory Board
Net/BGN
274 000
24 000
24 000
24 000
By a resolution of the regular annual general assembly of the shareholders as of
25.06.2012 was voted an additional remuneration/bonus to the Supervisory Board in the amount
of BGN 250 000.
The additional remuneration/bonus for the members of the SB, voted at the general
assembly of shareholders, held on 25.06.2012, was included in the above stated amounts.
In2012 the members of the Management Board (MB) of MONBAT AD have received
the following remunerations:
Table № 30
Full name
Atanas Stoilov Bobokov
Chavdar Dochev Danev
Ivan Petrov Karageorgiev
Petar Hristov Petrov
Krasimir Stoyanov Krulev
Position
Chairperson of the Management Board
Member of the Management Board
Member of the Management Board
Executive director
Member of the Management Board
Net/BGN
268 000
6000
18 000
18 000
1762
By a resolution of the regular annual general assembly of shareholders as of 25.06.2012
was voted an additional remuneration/bonus to the Management Board in the amount of BGN
250 000.
The additional remuneration/bonus for the members of the MB, voted at the general
assembly of shareholders, held on 25.06.2012, was included in the above stated amounts.
The members of the management and control bodies have not received benefits in kind
in 2012.
For 2012 Kamen Zahariev and Florian Huth have not received any remunerations.
Members of the Board of Directors MONBAT AD in their capacity of members of the
Board of Directors of START AD have received the following remunerations for 2012:
Table № 31
Full name
Atanas Stoilov Bobokov
Position
Member of the Board of Directors
Net/BGN
8 400
The company does not have contingent or deferred compensations, incurred during the
year. MONBAT AD and its subsidiaries do not owe pension, retirement or other similar
benefits.
18. Information about the owned by the members of the management and of the control
bodies, procurators and the senior management shares of the issuer, including the shares
held by anyone of them separately or as a percent from the shares of each class, as well
as provided to them options on securities of the issuer by the latter – type and amount of
the securities over which the options have been set up, price of exercising of the options,
purchase price, if any, and term of the options
As of 31.12.2012 the shares of the capital of MONBAT AD hold by members of the
Board of Directors are as follows:

Atanas Stoilov Bobokov – Chairperson of the Board of Directors – 150 000
shares

Alexandar Chaushev – Member of the Board of Directors - 8 630 shares
19. Information about the known to the company agreements (including also after the
fiscal year closing) as a result of which changes may occur at a future time in the owned
percent of shares or bonds by current shareholders and bondholder
The management of the company does not have information about known to the
company agreements as a result of which changes may occur at a future time in the owned
percentage of shares by current shareholders, except for the disclosed in a prior reporting period
- 2007 five-year Framework Loan Agreement concluded between Prista Group BV, Netherlands
and Gramercy.
20. Information about pending legal, administrative or arbitration proceedings relating
to issuer’s liabilities or receivables at the amount of at least 10 percent of its equity; if the
total amountof the issuer’s liabilities or receivables under all initiated proceedings
exceeds 10 per cent of its equity, information shall be submitted for each procedure
separately
There are not any pending legal, administrative or arbitration proceedings relating to
issuer’s liabilities or receivables at the amount of at least 10 percent of its equity.
21. Data about the investor relations director
Daniela Ilcheva Peeva
tel. +359 2 9882413 ; e-mail investorrelations@monbat.com
102 “Bulgaria” Blvd., Business Centre “Bellissimo”, fl. 7, Sofia
ХІІ. CHANGES IN THE PRICE OF THE COMPANY’S SHARES
Movement of the shares price for the period 01.01.2012 -31.12.2012
400000
6
350000
5
300000
250000
4
200000
3
150000
2
100000
50000
1
0
0
Quantity
Price
ХІІІ. INFORMATION UNDER APPENDIX NO 11 OF ORDINANCE NO 2 OF FSC
1. Structure of the company’s capital, including the securities that have not been
admitted to trading on a regulated market in the Republic of Bulgaria or another
Member State, with indication of the different classes of shares, the rights and
liabilities attaching to any of the classes of shares and the portion of the total capital
which each individual class constitutes
As of 31.12.2012 the capital of MONBAT AD amounts to BGN 39 000 000, divided
into 39 000 000 ordinary, registered, dematerialized shares with nominal value of BGN 1.00
each of them. All shares of the company belong to one class and each share entitles to one
vote at the general assembly of shareholders, the right to dividend and a liquidation quota,
proportionate to the nominal value of the share. The whole issue of 39 000 000 shares, issued
by the company was registered for trading on the "Official Market of Equities" Segment "B"
of BSE-Sofia AD. MONBAT AD has not issued other securities that have not been admitted
to trading on a regulated market in the Republic of Bulgaria or another EU Member State. .
Based on the amendments to the Rules and regulations of "BSE Sofia" AD, entered into
force on 01.03.2012, as at the date of this document the issue of company’s shares is traded
on the Main Market, "Premium" equities segment.
2. Limitations over the securities transfer, such as limitations for holding of securities
or a requirement to obtain approval of the company or another shareholder
All shares of the company are freely transferable without restrictions or conditions,
subject to the requirements of the current legislation in the Republic of Bulgaria. It is not
necessary to obtain approval of the company or another shareholder for acquiring and
holding shares of the capital of MONBAT AD.
3. Information on the direct and indirect holding of 5 or more percent of the voting
rights in the company’s general assembly, including data about the shareholders, the
amount of their holding and the manner in which the shares are owned
As of 31.12.2012 major shareholder, holding directly shares representing 68.51% of
the capital of MONBAT AD is Prista Oil Holding EAD, Sofia, registered under company
case No 13825/1994 of Sofia City Court with registered seat and business address at 9,
Layosh Koshut Str., Sofia.
Another legal entity, holding directly 5 or more than 5 percent of the voting rights at
the company’s general assembly is Monbat Trading Ltd., Sofia, registered under company case
No13192/1999 of Sofia City Court with registered seat and business address at 9, Layosh
Koshut Str., Sofia. The company holds directly 7.06 % of the votes at the general assembly.
Prista Oil Holding EAD and Monbat Trading Ltd. are related parties and jointly hold
75.57 % of the votes at the general assembly of MONBAT AD.
As of 31.12.2012 the capital structure of MONBAT AD is as follows:
Name of shareholder
Prista Oil Holding EAD, Sofia
Monbat Trading OOD, Sofia
Other physical persons and legal entities
Number of shares
hold
Percentage of
capital
26 720 129
68.51 %
2 752 800
7.06 %
2 622 865
6.72 %
MONBAT AD – treasury ordinary shares
6 904 206
17.71 %
4. Data about the shareholders with special control rights and description of these
rights
MONBAT AD does not have any shareholders with special control rights.
5. The control system in exercising the voting right in cases when officials of the
company are also its shareholders and when the control is not exercised directly by
them
The company does not have a control system in exercising the voting right in cases when
officials of the company are also its shareholders and when the control is not exercised
directly by them. Any official who is a shareholder of the company exercise his/her right to
vote at his/her own discretion.
6. Limitations over the voting rights, such as limitations over the voting rights of the
shareholders with a given percent or number of votes, deadline for exercising the
voting rights or systems whereby with the company’s assistance, the financial rights
attaching to the shares are separated from the holding of shares
There are no limitations over the voting rights of any shareholder of MONBAT AD.
The right to vote at the general assembly of the shareholders of MONBAT AD shall be
exercised, personally or by proxy, by persons that had acquired shared and had been filed with
the book of shareholders latest 14 days prior to the date of the assembly. The proxy holder
must dispose of an explicit, notary certified proxy in accordance with the requirements of
LPOS.
7. Agreements among the shareholders, which are known to the company and which
may result in limitations over the transfer of shares or the voting right
The Company is not aware of agreements among shareholders which may result in limitations
over the transfer of shares or the voting right.
8. The provisions about the appointment and dismissal of the members of the
company’s management bodies and about introduction of amendments and
supplements to the articles of association
Pursuant to the Articles of Association of MONBAT AD, The following persons are
not eligible as members of the BD of the Company:
1. who have been members of managing or controlling body of a company or co-operation,
terminated through insolvency, for the last two years preceding the date of the judgment for
declaring insolvency, if there are creditors unpaid;
2. who, as at the moment of the election, are sentenced with an effective verdict for crimes
against property, against economy or against financial, tax or social security system,
committed in the Republic of Bulgaria or abroad, unless they are exculpated.
At least one third of the members of the BD must be independent persons.
The independent member of the BD may not be a person who:
1. is employee of the Company;
2. is shareholder, holding directly or through related persons at least 25% (twenty five per
cent) of the votes in the GM or is a person related to the Company;
3. is in long-term business relationship with the Company;
4. is member of management or controlling body of a company under items 2 and 3 of this
paragraph;
5. is a person related to another member of management or controlling body of the Company.
The members of the BD are elected for a term of up to five years. The members of the BD
may be reelected without limitation and may be released from duty also prior to the expiry of
the mandate, for which they are elected, pursuant to resolution of the GM.
Amends and supplements the Articles of Association could be adopted by the General
Assembly of Shareholders.
9. The powers of the company’s management bodies, including the right to take
decisions for the issue and redemption of shares in the company
The members of the BD are obligated:
1. to perform their duties with the proper care of good businessman in a way, for which they
reasonably believe to be in the interest of all shareholders of the Company and using only
information for which they reasonably believe to true and compete;
2. to be loyal to the Company through:
a) preferring the interest of the Company before their own interest;
b) avoiding direct or indirect conflicts between their interest and the interest of the Company
and, in case such conflicts arise – timeously and completely to disclose them in writing before
the Board of Directors and not to participate as well as influence the other members of the
board when passing resolutions in such cases;
c) not disclosing non-public information for the Company including after terminating their
membership in the BD until the relevant circumstances are announced by the Company
publicly.
The Company may buy back its own shares without making a tender offer, through
acquisition of not more than 3 per cent own voting shares, both pursuant to a resolution of
the General Shareholders Meeting and pursuant to a resolution of the Board of Directors for
a term not longer than eighteen months as from the date of the resolution of the relevant
body of the Company. The buy-back of own shares pursuant to a resolution of the Board of
Directors may be performed without special delegation of powers for that from the General
Shareholders Meeting for each separate case, but entirely on the grounds of the powers vested
in the Board of Directors by virtue of the present provision of the Articles of Association for
a term of up to 2 (two) years after registration of these Articles of Association at the
Commercial Register to the Registry Agency.
10. Significant contracts of MONBAT AD which give rise to action, have been
amended or terminated due to change in the control of the company upon carrying
out of obligatory tender offer and the consequences thereof, save for the cases when
the disclosure of such information may cause serious damages to the company; the
exception of the previous sentence shall not apply in the cases when the company
must disclose information by virtue of the law
MONBAT AD has not signed contracts which give rise to action, have been amended or
terminated, due to change in the control of the company upon carrying out of obligatory
tender offer.
11. Agreements between the company and the members of its management bodies or
officials for payment of compensation upon quitting or dismissal without legal
grounds or upon termination of the labor relations due to reasons, related to a tender
offer
There are no agreements between MONBAT AD and the members of its Board of Directors
or officials of the company for payment of compensation upon quitting or dismissal without
legal grounds or upon termination of the labor relations due to reasons, related to a tender
offer.
ХІV. OTHER INFORMATION AT THE COMPANY’S DISCRETION
The Company estimates that there is no other information that has not been publicly
disclosed by the company and that would be important for the shareholders and investors in
taking a well-grounded investment decision.
Members of the Board of Directors:
1. Atanas Bobokov – Chairman of the Board of Directors
2. Petar Petrov – Executive Director
3. Ivan Karageorgiev – Member of the Board of Directors
4. Plamen Bobokov – Member of the Board of Directors
5.Stoyan Stalev – Member of the Board of Directors
6. Alexander Chaushev – Member of the Board of Directors
7. Nikolay Trenchev – Member of the Board of Directors
8. Kamen Zahariev – Member of the Board of Directors
9. Florian Huth – Member of the Board of Directors