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POLISH FINANCIAL SUPERVISION AUTHORITY |
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UNI - EN REPORT No |
143 |
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2026 |
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Date of issue: |
2026-05-21 |
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Short name of the issuer |
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SOPHARMA AD |
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Subject |
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Publication of invitation and materials for the Annual General Meeting of Shareholders
of "Sopharma" AD, convened for 26 June 2026
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Official market - legal basis |
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Art. 56. 1. 2 of Act on Public Offering
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Unofficial market - legal basis |
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Contents of the report: |
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1. Approval of the Annual Report of the Board of directors on the Company's activities
in 2025; Proposed resolution: The GMS approves the Annual Report of the Board of directors
on the Company's activities in 2025;
2. Approval of the Annual report of the Investor Relations Director for 2025; Proposed
resolution: The GMS approves the Annual report of the Investor Relations Director
for 2025;
3. Approval of the Audited Annual Individual Financial Statement of the Company for
2025; Proposed resolution: The GMS approves the Audited Annual Individual Financial
Statement of the Company for 2025;
4. Approval of the Audited Annual Consolidated Financial Statement of the Company
for 2025; Proposed resolution: The GMS approves the audited Annual Consolidated Financial
Statement of the Company for 2025;
5. Approval of the Auditor's report on the audit of the Annual Individual Financial
Statements of the Company for the year 2025; Proposed resolution: The GMS approves
the Auditor's report on the audit of the Annual Individual Financial Statements of
the Company for 2025;
6. Approval of the Auditor's report on the audit of the Annual Consolidated Financial
Statements of the Company for the year 2025; Proposed resolution: The GMS approves
the Auditor's report on the audit of the Annual Consolidated Financial Statements
of the Company for 2025;
7. Approval of a decision for distribution of the Company's profit realized in 2025;
distribution of profit realized from sale of own treasury shares and retained earnings
from previous periods; Proposed resolution: The GMS approves the proposal of the Board
of Directors that the profit realized in 2025, in its full amount of EUR 18,575,440.85
_eighteen million five hundred seventy-five thousand four hundred forty euros and
eighty-five euro cents_ to be distributed as follows: to deduct EUR 12,823,221.50
_twelve million eight hundred twenty-three thousand two hundred twenty-one euros and
fifty euro cents_ for the advance dividend paid for the first half of 2025; a gross
dividend of EUR 0.04 per share _four euro cents_ to be distributed from the remaining
2025 profit in the amount of EUR 5,752,219.35 _five million seven hundred fifty-two
thousand two hundred nineteen euro and thirty-five euro cents_ and from retained earnings
in the amount of EUR 15,394,404.77 _fifteen million three hundred ninety-four thousand
four hundred four euro and seventy-seven euro cents_; all actuarial losses from previous
years shall be covered from the remaining retained earnings, and the remaining amount
shall be transferred to Additional Reserves. Shareholders having the right to receive
dividend are those registered at the Central Depository _CD_ as shareholders on the
14th day after the day of the General Meeting, at which the annual financial report
was adopted and a profit distribution decision was taken. The Company must ensure
the payment to the shareholders of the dividend voted at the General Meeting within
60 days of its holding. The costs of paying the dividend are at the expense of the
Company. The payment of the dividend is carried out with the assistance of the CD.
Shareholders with open accounts with an investment intermediary _II_ will receive
their dividend through the respective investment intermediary, and those with personal
CD accounts will be able to receive their dividend from the branches of "Eurobank
Bulgaria" AD _Postbank_ in the country;
8. Approval of the Audit Committee's report for 2025; Proposed resolution: The GMS
approves the Audit Committee's report for 2025;
9. Re-election of the Audit Committee for a new three-year term; Proposed resolution:
The General Meeting of Shareholders re-elects Vasil Naydenov, Tsvetanka Zlateva, and
Kristina Atanasova-Elliot as members of the Company's Audit Committee for a new three-year
term, in accordance with the proposal of the Chairman of the Company's Board of Directors,
attached to the materials for the General Meeting of Shareholders;
10. Adopting a decision for determining the remuneration of the members of the Audit
Committee; Proposed resolution: The GMS determines that the monthly remuneration for
members of the Audit Committee shall be EUR 1,100 _one thousand one hundred_.
11. Approval of an amendment in the Statute of the Audit Committee of "Sopharma" AD
in order to bring it in line with the decision under item 10 of the agenda. Proposed
resolution: The GMS adopts an amendment to Art. 11 of the Statute of the Audit Committee
of "Sopharma" AD in order to bring it in line with the decision under item 10 of the
agenda for change of the amount of remuneration for the members of the Audit Committee.
12. Approval of the Report of the Board of Directors on the implementation of the
Policy for formation of the remuneration of the members of the Board of Directors
of the Company for 2025; Proposed resolution: The GMS adopts the Report of the Board
of Directors on the implementation of the Policy for the formation of remuneration
of the members of the Board of Directors of the Company for 2025;
13. Approval of amendments to the Policy for Formation of Remuneration of the Members
of the Board of Directors of "Sopharma" AD, in order to bring it in line with the
amendments and supplements to Regulation No. 48 of March 20, 2013 of the Financial
Supervision Commission, promulgated in the State Gazette, issue 39 dated April 28,
2026; Proposal for resolution: The GMS adopts the proposed amendments to the Policy
for formation of remuneration of the Members of the Board of Directors of "Sopharma"
AD, which amendments shall enter into force on the date of their adoption, as follows:
1. The text of Art. 4 is updated with information on the latest adopted amendments
to Regulation No. 48, as follows:
"4. /amended, resolution of the GMS, 26.06.2026/ With this policy, in the Company's
activities regarding the determination of the remuneration of the members of the Board
of Directors, the principles of Directive _EU_ 2017/828 of the European Parliament
and of the Council amending Directive 2007/36/EC as regards the promotion of long-term
shareholder engagement and Recommendation 2009/385/EC supplementing Recommendation
2004/913/EC and Recommendation 2005/162/EC as regards the regime for the remuneration
of directors of companies whose securities are admitted to trading on a regulated
market, introduced by Regulation No. 48 of 20 March 2013 of the Financial Supervision
Commission /published in the State Gazette, issue 32 of 2 April 2013, as amended,
are adopted as guiding principles. and supplemented by SG No. 41 of May 21, 2019,
amended by SG No. 66 of August 20, 2019, amended by SG No. 61 of July 10, 2020, amended
by SG No. 60 of July 20, 2021, amended by SG No. 64 of August 3, 2021, amended by
SG No. 70 of August 20, 2024, amended by SG No. 39 of April 28, 2026/."
2. A new Article 5.3. is adopted, and the numbering of the previous Articles 5.3.,
5.4. and 5.5. is accordingly corrected without changes in the wording, as follows:
"5.3. /new, resolution of the GMS, 26.06.2026/ Promoting the sustainable and responsible
management of the Company, including by aligning remuneration with long-term results,
risk management, compliance with regulations and maintaining a stable corporate and
management environment;
5.4 /prev. 5.3, resolution of the General Meeting of Shareholders, 26.06.2026/ Prevention
of discrimination, conflict of interest and unequal treatment of persons when determining
remuneration;
5.5. /rev. 5.4., resolution of the General Meeting of Shareholders, 26.06.2026/ Transparency
regarding the formation of the remuneration of the members of the Board of Directors
and the remuneration components, accountability and supervision of remuneration by
the shareholders;
5.6. /rev. 5.5., resolution of the GMS, 26.06.2026/ Ensuring and guaranteeing the
independent and conscientious exercise of the functions of the Remuneration Committee,
including when these functions are performed by the Board of Directors as the body
that develops the Policy.
3. A new sentence 3 is added to the text of Art. 9.3, para. 2, letter A, and the previous
sentence 3 becomes sentence 4, as follows:
"Linking variable remuneration to the fulfillment of financial criteria aims to promote
the sustainable financial development of the Company, maintain financial stability,
the ability to generate positive results in the long term and create value for shareholders."
4. A new sentence 3 is added to the text of Art. 9.3, para. 2, letter B, and the previous
sentence 3 becomes sentence 4, as follows:
"Linking variable remuneration to the fulfillment of non-financial criteria aims to
promote the sustainable development of the Company, compliance with applicable regulations
and internal rules, effective risk management, improving operational efficiency and
maintaining trust from investors and other stakeholders."
5. New para. 3 and para. 7 are adopted in Art. 9.3, respectively para. 3 becomes para.
4, para. 4 becomes para. 5, para. 5 becomes para. 6, as follows:
"_3_ /new, resolution of the GMS, 26.06.2026/ When assessing the extent to which the
achieved results meet the objectives under Art. 11, para. 8, item 1 of Regulation
No. 48, the Board of Directors applies the following methods: comparative analysis
of the Company's financial results, assessment of compliance with the risk profile
and sustainable development of the Company, analysis of the retention of key management
resource, as well as assessment of feedback and support from shareholders.
_4_ /prev. para. 3, resolution of the GMS, 26.06.2026/ According to the Articles of
Association of the Company, in case of a positive financial result /profit/ and by
decision of the General Meeting, the Executive Director has the right to receive a
one-time remuneration in the amount of one percent of the Company's net profit.
_5_ /prev. para. 4, resolution of the General Meeting of Shareholders, 26.06.2026/
The payment of at least 40% of the remuneration under para. 4 shall be deferred for
a period of three years. The payment of the deferred part of the variable remuneration
shall be made proportionally, in equal monthly installments.
_6_ /prev. para. 5, resolution of the General Meeting of Shareholders, 26.06.2026/
The principles under para. 5 will apply accordingly to the members of the Board of
Directors in the event of a subsequent change in the Articles of Association of the
Company, giving them the right to receive variable remuneration linked to the financial
result, as well as in all cases in which the Annual General Meeting has adopted a
resolution to pay variable remuneration.
_7_ /new, resolution of the General Meeting of Shareholders, 26.06.2026/ When determining
the remuneration structure, the Company shall take into account the different scope
of operational functions, management responsibilities and influence on the results
and risk profile of the Company between the executive and non-executive members of
the Board of Directors. In view of this, the variable remuneration may be applied
preferentially to the executive members of the Board of Directors.
6. Article 12 is supplemented and new Articles 12.1, 12.2, 12.3 and 12.4 are adopted
with the following content:
12. /amended, resolution of the GMS, 26.06.2026/ The management contracts concluded
on behalf of the Company with the members of the Board of Directors, respectively
with an executive member of the Board of Directors, must contain a clause enabling
the Company to demand the return of paid variable remuneration, determined on the
basis of the principles under item 9.3. Amounts provided on the basis of data that
subsequently turned out to be incorrect are subject to return. The decision to return
is made by The General Meeting of Shareholders of the Company.
12.1. /new, resolution of the GMS, 26.06.2026/ The contracts with the members of the
Board of Directors /management contracts/ are concluded for a term in accordance with
their mandate determined by the General Meeting of Shareholders.
12.2. /new, resolution of the GMS, 26.06.2026/ Any management contract with a member
of the Board of Directors may be unilaterally terminated without prior notice by the
Company and before the expiration of the term for which the respective member was
elected, by decision of the General Meeting of Shareholders.
12.3. /new, resolution of the GMS, 26.06.2026/ A management contract with a member
of the Board of Directors may be terminated early at the initiative of a member of
the Board of Directors, in accordance with the procedure and under the conditions
provided for by law.
12.4. /new, resolution of the GMS, 26.06.2026/ Given the executive functions and operational
responsibilities of the executive members of the Board of Directors, the terms of
the management contracts with such members may contain specific clauses regarding
performance indicators, variable remuneration and other conditions, consistent with
the nature of the assigned functions and the applicable legislation.
7. The text of Article 14 is updated with information on the latest adopted amendments
to Regulation No. 48, as follows:
"14. /amended, resolution of the GMS, 26.06.2026/ The disclosure of the Remuneration
Policy is carried out in accordance with the requirements of Regulation No. 48 of
March 20, 2013 of the Financial Supervision Commission /promulgated, SG, issue 32
of 2.04.2013, amended and supplemented, issue 41 of 21.05.2019, amended, issue 66
of 20.08.2019, amended and supplemented, issue 61 of 10.07.2020, amended, issue 60
of 20.07.2021, supplemented, issue 64 of 3.08.2021, amended, issue 70 of 20.08.2024,
amended and supplemented, issue 39 of 28.04.2026/.
8. The text of Article 15 is amended as follows:
"15. /amend., resolution of the GMS, 26.06.2026/ The Company is obliged to disclose
the Policy and any subsequent changes to it. The adopted remuneration policy, containing
the date of adoption and date of entry into force indicated therein and the results
of the vote at the General Meeting, shall be published immediately on the Company's
website and shall be accessible free of charge at least while it is in force."
9. A new § 3 is adopted in the Additional Provisions of the Policy, which shall reflect
the results of the vote of the GMS on the adoption of the proposed amendments and
supplements to the Policy and the date of their entry into force, as follows:
"§ 3. This Policy has been amended by a Decision of the GMS of the Company, held on
26.06.2026, and the amendments shall enter into force as of the date of the decision.
The decision of the GMS to amend the Policy was taken with the following voting results:
Number of shares on which actual votes were exercised: ....................., constituting
..................... % of the represented capital and ..................... % of
the Company's capital. Total number of votes actually exercised: ......................
VOTED "FOR": ..................... number of shares, constituting .....................
% of the represented capital and ..................... % of the Company's capital
VOTED "AGAINST": ..................... number of shares, constituting .....................
% of the represented capital and ..................... % of the Company's capital
VOTED "ABSTENTED": ..................... number of shares, constituting .....................
% of the represented capital and ..................... % of the capital of the Company."
14. Approval of a resolution to discharge the members of the Board of Directors from
liability for their activities in 2025; Proposed resolution: The General Meeting discharges
the members of the Board of Directors from liability for their activities in 2025;
15. Approval of a resolution to dismiss the members of the Company's Board of Directors
from office due to the expiration of their term of office; Proposed resolution: The
GMS dismisses the members of the Company's Board of Directors from office due to the
expiration of their term of office;
16. Approval of a resolution to elect members of the Board of Directors of "Sopharma"
AD and determine their management guarantee; Proposed resolution: The GMS elects the
following persons as members of the Board of Directors of "Sopharma" AD for a 5-year
term: Ognian Donev, Vesela Stoeva, Aleksandar Tchaouchev, Boris Borisov, and Bissera
Lazarova. In accordance with the provisions of Article 116c, paragraphs 2, 3, and
4 of the Law on Public Offering of Securities, the General Meeting of Shareholders
determines a management guarantee in the amount of the respective 3-month gross remuneration
of each member of the Board of Directors;
17. Approval of the remuneration of the members of the Board of Directors and the
Executive Director for 2026; Proposed resolution: Pursuant to Article 24, Paragraph
3, letter A of the Company's Articles of Association, the General Meeting resolves
that the fixed monthly remuneration of the members of the Board of Directors for 2026
shall be in the amount of EUR 7,500 _seven thousand five hundred_, and that the fixed
monthly remuneration for the Executive Director for 2026 shall be in the amount of
EUR 12,000 _twelve thousand_;
18. Approval of the Company's registered auditor for 2026; Proposed resolution: GMS
shall appoint a registered auditor to audit and certify the Company's 2026 Annual
Financial Statements, in accordance with the Audit Committee's recommendation included
in the agenda materials;
19. Approval of a resolution pursuant to Article 24, paragraph 3, letter B of the
Company's Articles of Association; Proposed resolution: Pursuant to Article 24, Paragraph
3, letter B of the Articles of Association, the Company's Executive Director shall
be paid additional remuneration in the amount of 1% _one percent_ of the net profit
realized in 2025, in accordance with the adopted Annual Financial Report and the Company's
Remuneration Policy;
20. Approval of a resolution to determine the percentage of the profit realized in
2025 to be distributed among the members of the Company's senior management team,
in compliance with the requirements of Article 26a, item 12 of the Company's Articles
of Association; Proposed resolution: The General Meeting adopts a resolution that
2% _two percent_ of the net profit realized in 2025 shall be distributed among the
members of the Company's senior management team in compliance with the requirements
of Article 26a, item 12 of the Company's Articles of Association;
21. Approval of a resolution regarding amendments to the Company's Articles of Association;
Proposed resolution: The General Meeting adopts the proposed amendments to the Company's
Articles of Association, namely:
1. adopts an amendment to Article 6 of the Articles of Association, in order to reflect
the converted value of the capital in euros in accordance with the requirements of
the Law on the Introduction of the Euro in the Republic of Bulgaria _SG, issue 70
of 20.08.2025_, as follows:
"Art. 6. /Decision of The General Meeting of Shareholders of 30.06.2003, of the EGM
of 29.09.2006, of the EGM of 09.01.2015, decision of the Board of Directors of 10.02.2015,
reflected increase in capital under condition by exercising warrants from an issue
with ISIN BG9200001212 in connection with decisions of the Board of Directors of 05.06.2023
and 02.10.2023, reflected increase in capital under condition by exercising warrants
from an issue with ISIN BG9200001212 in connection with decision of the Board of Directors
of 26.01.2024 and of the AGM of 27.06.2025, decision of the AGM of 26.06.2026 regarding
capital conversion in accordance with the requirements of the Law on the Introduction
of the Euro in the Republic of Bulgaria _SG, issue 70 of 20.08.2025_/ The Company's
capital amounts to 274,970,377.53 euros _two hundred seventy-four million nine hundred
seventy thousand three hundred seventy-seven euros and fifty-three cents_ and is fully
paid up.
2. adopts an amendment to Art. 10, para. 1 of the Articles of Association , in order
to reflect the converted value of the nominal value of the shares in euros in accordance
with the requirements of the Law on the Introduction of the Euro in the Republic of
Bulgaria _SG, issue 70 of 20.08.2025_, as follows:
"Art. 10. /1/ /Decision of The General Meeting of Shareholders of 30.06.2003, of the
EGM of 29.09.2006, of the EGM of 09.01.2015, decision of the Board of Directors of
10.02.2015, reflected increase in capital under condition by exercising warrants from
an issue with ISIN BG9200001212 in connection with decisions of the Board of Directors
of 05.06.2023 and 02.10.2023, reflected increase in capital under condition by exercising
warrants from an issue with ISIN BG9200001212 in connection with decision of the Board
of Directors of 26.01.2024 and of the AGM of 27.06.2025, decision of the AGM of 26.06.2026
regarding currency conversion of the nominal value of the shares in accordance with
the requirements of the Law on the Introduction of the Euro in the Republic of Bulgaria
_SG, issue 70 of 20.08.2025_/ The capital is distributed in 539,157,603 _five hundred
thirty-nine million one hundred fifty-seven thousand six hundred and three_ registered
dematerialized shares, each with a nominal value of 0.51 euros _fifty-one cents_.
3. adopts an amendment to Art. 25, Para. 10, letter A/ and letter D/ of the Statute,
where the amounts in leva are deleted and only the amounts in euro are retained:
"A/ /amended by AGM, 26.06.2026/ The Company's capital may be increased by a decision
of the Board of Directors up to 552.2 million euros;";
"D/ /amended by AGM, 26.06.2026/ The threshold of EUR 552.2 million provided for in
letter /A/ shall apply in total to the sum of the values of all capital increases,
including the value of shares for which warrants or convertible bonds have been issued."
4. adopts an amendment to Art. 11a, para. 2 and para. 3 of the Constitution, as follows:
"_2_ /amend., resolution of The General Meeting of Shareholders, 26.06.2026/ The Company
may buy back treasury shares without extending a tender offer when it acquires no
more than 3 percent of treasury shares with voting rights during one calendar year.
In its decision, The General Meeting of Shareholders shall determine the maximum number
of shares subject to buy-back, the terms and conditions under which the Board of Directors
will carry out the buy-back within a certain period not exceeding five years, as well
as the minimum and maximum amount of the buy-back price. The decision under para.
1 shall be taken by a majority of the represented capital. The decision shall be entered
in the commercial register.
_3_ /amend., resolution of the General Meeting, 26.06.2026/ The Board of Directors
shall carry out the buy-back under conditions in accordance with the decision of the
General Meeting and in compliance with the legal requirements. The decision of the
Board of Directors to buy back shares shall be taken by a majority of 2/3 of the members
of the Board.
22. Approval of a resolution on the buy-back of treasury shares. Proposed resolution:
The General Meeting of Shareholders, pursuant to Article 187b of the Commercial Act
and Article 111, paragraph 5 of the Law on Public Offering of Securities, adopts a
resolution to buy back treasury shares from the Company's capital under the following
conditions: no more than 3% for each calendar year; the term for carrying out the
buy-back shall not exceed 3 years; the minimum buyback price shall not be lower than
the par value of one share of the Company's capital; the maximum buy-back price shall
be 2.40 euros _two euros and 40 euro cents_ per share; The General Meeting authorizes
the Board of Directors of the Company to determine all other parameters of the buy-back
and to take the necessary factual and legal actions to implement the resolution of
the General Meeting of Shareholders.
23. Authorization pursuant to Article 114_1_ of the Public Offering of Securities
Act regarding a transaction between "Sopharma" AD and "Sopharma Trading" AD, as described
in the Explanatory Report; Proposed resolution: The GMS authorizes the persons managing
and representing the Company to enter into a Contract for the sale and purchase of
medicinal products and other products relevant to human health between "Sopharma"
AD as seller and "Sopharma Trading" AD as buyera transaction falling within the scope
of Article 114, Paragraph 1, Item 3 of the Law on Public Offering of Securities, in
accordance with the terms of the Substantiated Report.
24. Approval of an updated Long-Term Share Incentive Plan for Key Employees; Proposed
Resolution: The GMS adopts an updated Long-Term Share Incentive Plan for Key Employees
attached to the materials for the GMS.
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Annexes |
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File |
Description |
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SPH_Current report_143_AGM_26062026_invitation_espi.rar |
Publication of invitation and materials for the Annual General Meeting of Shareholders
of "Sopharma" AD, convened for 26 June 2026
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UNI-EN: Publication of invitation and materials for the Annual General Meeting of Shareholders
of "Sopharma" AD, convened for 26 June 2026
