Njoftime per shtyp

24.06.2019

Notification for the meeting of the General Assembly of Shareholders of Telekom Albania SHA

Based in the contract agreed between your institution and Telekom Albania SHA, we would like to inform you that Telekom Albania SHA will hold the regular meeting of the General Assembly of the Shareholders on 28.06.2019 at 11:00 am, at the Company’s premises.

The Agenda of the meeting will be the following:

  1. Presentation and approval of the annual accounts of Telekom Albania for year 2018 and the discussion regarding annual profit distribution, presentation of business performance report during year 2018 prepared from the Chief Executive Officer of the company, presentation of the External Auditor’s report for year 2018 as well as respective decisions to be taken;
  2. Confirmation of all obligations of TELEKOM ALBANIA Sh.A undertaken towards ‘FIRST INVESTMENT BANK’ AD (a joint-stock company registered and validly existing under the laws of the Republic of Bulgaria, registered with the Commercial Register kept by the Registry Agency of Bulgaria under company registration number 831094393, having its seat and address at: 37 Dragan Tsankov Blvd., 1797 Sofia, Bulgaria) pursuant to Co-debtorship agreement dated 09.05.2019, concluded by and between ‘FIRST INVESTMENT BANK’ AD, TELEKOM ALBANIA Sh.A. and ALBANIA TELECOM INVEST AD, a joint-stock company registered and validly existing under the laws of the Republic of Bulgaria, registered with the Commercial Register kept by the Registry Agency of Bulgaria under company registration number 205404422, having its seat and management address at: 82 Patriarch Evtimii Blvd., 1463 Sofia, Bulgaria, whereunder TELEKOM ALBANIA Sh.A has agreed to become jointly liable towards ‘FIRST INVESTMENT BANK’ AD for all financial obligations of ALBANIA TELECOM INVEST AD arising from Revolving Loan Facility Agreement № 000LD-L-000900/05.03.2019 dated 05.03.2019.
  3. Establishment of collaterals in favor of FIRST INVESTMENT BANK’ AD for the purpose of securing the repayment of all financial obligations of ALBANIA TELECOM INVEST AD and of TELEKOM ALBANIA SHA arising from Revolving Loan Facility Agreement № 000LD-L-000900/05.03.2019 dated 05.03.2019 and the Co-debtorship agreement dated 09.05.2019 under P.2 above, as follows:
  • Securing charge over all shares owned by ALBANIA TELECOM INVEST AD in the share capital of TELEKOM ALBANIA Sh.A.;
  • Financial collateral over all shares owned by ALBANIA TELECOM INVEST AD in the share capital of TELEKOM ALBANIA Sh.A;
  • Mortgage over all immovables (fixed assets) owned by TELEKOM ALBANIA Sh.A;
  • Securing charge over all movables owned by TELEKOM ALBANIA Sh.A;
  • Securing charge over all inventories owned by TELEKOM ALBANIA Sh.A pursuant to the terms and conditions of the aforementioned Revolving Loan Facility Agreement № 000LD-L-000900/05.03.2019 dated 05.03.2019;
  • Securing charge over all receivables of TELEKOM ALBANIA Sh.A up to the total amount of EUR 48 500 000 (forty-eight million five hundred thousand euro);
  • Securing charge over all bank accounts of TELEKOM ALBANIA SHA pursuant to the terms and conditions of the aforementioned Revolving Loan Facility Agreement № 000LD-L-000900/05.03.2019 dated 05.03.2019.
  1. Set up of appropriate escrow mechanisms, including entering into escrow agreements with FIRST INVESTMENT BANK AD (Bulgaria), ALBANIA TELECOM INVEST AD (Bulgaria) and First Investment Bank - Albania Sh.A, in each case with First Investment Bank - Albania Sh.A acting as the escrow agent, for the obligations under Article 20.1, letters “п“ and “р“ of the Revolving Loan Facility Agreement № 000LD-L-000900/05.03.2019 dated 05.03.2019.
  2. Approval of the Certified Accounting Experts for the external audit of the company for year 2019;
  3. Amendment  the following Articles of the Articles of Association and more specifically:
  • Article. 1 (2)

shareholders listed

It is proposed to amend the list with new shareholders

  • Article. 5 (2)

shareholders list with number of shares and nominal value of shares

It is proposed to amend the list with new shareholders and respective number and value of shares

  • Article 9: The Convocation of the General Assembly

It is proposed to add in the article 9 the Powers of GA Meeting and the below current paragraph of article 9 to be added and merged in the article 10.

“Unless otherwise provided for in the Law, the meeting of the General Assembly shall be convened through written notice delivered by registered mail or electronic mail, addressed to each shareholder and/or the to the representative in the case of joint owners of shares. Without prejudice to any other obligation under the Law the notice may include where applicable a personal identification number (PIN) so as to facilitate the electronic voting in the meeting”. 

Therefore the Article 9 to be entitled as: “Powers of General Assembly Meeting”.

  • Article 10: “Meeting of the General Assembly”

It is proposed to be entitled as: “Convocation and voting of the General Assembly Meeting”

  • Article. 12

Paragraph: “At the time that these Articles of Association are passed Ernst & Young is the authorized accounting expert of the company”.

It is proposed to amend with new authorized accounting expert.

  • Article 13 (5)

List of the Directors(BoD) of the company

It is proposed to amend the list with the current directors as approved by the CoS Meeting.

  • Article. 14

The Board of Directors/Directors’ powers.

It is proposed to amend and provide more detailed  powers of BoD based in the  Law and in the current structure of Shareholders.

  • Article. 17

List of members of the Supervisory council

It is proposed to amend the list of Supervisory council with current members approved by the latest GA Meeting held in April 2019.

  • Article. 18

The Powers of the Supervisory Council

It is proposed to amend and provide more detailed  powers of CoS based in the Law and in the current structure of Shareholders.

  1. Remunaration of the Members of the Council of Supervisors
  2. Miscellaneous.

______________________________

PROCEDURAL NOTES

*Any shareholder wishing to attend the meeting of the Shareholders’ Meeting may attend it personally or by another person duly authorized through a power of attorney;

*Any interested shareholder may obtain prior to the meeting any information, documents including but not limited to 2018 financial statements and auditor’s reports; draft of the consolidated Articles of Associations of Telekom Albania SHA; security agreements as provided in item 3 above, darft escrow agreements as probided in item 4 above;  and draft resolutions regarding the proposed agenda above at the registered seat of TELEKOM ALBANIA during the working hours 9:00 – 17:00 or by e-mail pursuant to request addressed in written to the CEO of Telekom Albania SHA at: amitaj@telekom.com.al 

 

Thank you for your collaboration,