Executive Team
Board of Directors
After driving expansion into numerous countries, he was most recently responsible for the development of own brands, the digitalization of the retail business, and the linking of online and offline channels across 14 countries, among other things. After MediaMarktSaturn, Kirsch supported international corporations and medium-sized companies in their digital transformation and the development of direct-to-consumer businesses through his own consulting company, as an external consultant at McKinsey & Company, and on behalf of private equity companies.
As CEO of Shelly Group AD, Wolfgang Kirsch focuses on the development and expansion of Shelly Group's business through sales and marketing in the respective countries.
In 2014, Wirtschaftswoche, the German weekly business news magazine, placed Christoph Vilanek as 2nd in their annual CEO ranking.
Christoph Vilanek holds “Business administration” diploma from the Leopold-Franzen University in Innsbruck and a Master’s degree BWL (Diplom Kaufmann).
Extended Operational Board
Dimitar Dimitrov started his business relations with mobile operators in 2002, creating the company DVR OOD, which subsequently became part of Terra Communications AD – a leading company in the development of mobile solutions, platforms and applications. Today he is the CEO of the holding Allterco JSCo, which unites under its umbrella 7 companies. Dimitar Dimitrov is the founder of the IoT business of the Group in his role of a manager first and a director of "Research and Development" later. His main activity is the development of new IoT products and projects.
Before heading Allterco, Wolfgang Kirsch held a senior management position at MediaMarktSaturn Retail Group until 2018, most recently as Chief Operating Officer. After successfully leading the company's expansion in many countries, he is responsible for developing the company's own brands, digitizing the retail business, and connecting online and offline channels in 16 countries, among other activities.
Following MediaMarktSaturn, Kirsch assists international corporations and midsize companies in their digital transformation and business development with direct deliveries to consumers through his consulting firm and as an external consultant at McKinsey & Company and on behalf of private equity firms.
In parallel, he has contributed his experience to the development of several startups such as the retail service provider Vaund and the sustainable coffee maker Vitaboni.
As CEO of Allterco Europe, Wolfgang Kirsch will focus on developing and expanding Allterco's European business through sales and marketing in the respective countries.
He has a Bachelor's degree in Business Administration from the University of Portsmouth, United Kingdom where he graduated with honors. Svetozar holds a Financial Analyst Certificate (CFA) and is a member of the CFA Institute (USA) and the Bulgarian CFA Association.
Directors’ Dealings
Date
Name
Position
Type of business
Quantity
Course/Price
Volume
02/10/2023
Dimitar Dimitrov
Chief Executive Officer (CEO)
Sale
71,000
BGN 37.161
BGN 2,638,431.00
27/29/2023
Svetlin Todorov
Member of the Board of Directors
Sale
361,500
EUR 19.00
EUR 6,868,500.00
22/08/2023
Wolfgang Kirsch
CEO of Shelly Group PLC
Buy
1300
EUR 20
EUR 26,000.00
Annual General Meeting
Shareholders’ rights
A shareholder is any person entered in the shareholders list at the Central Depository AD at a certain moment in view of a specific right and the provisions of the Public Offering of Securities Act and the Commercial Act. Each shareholder may exercise his rights in accordance with the procedure provided for in the law and the Articles of Association of the company.
Voting Right
Each share shall give its holder one vote in the General Meeting of the Shareholders of the Company.
The voting right shall be exercised by the persons listed in the registers of the Central Depository AD as entitled to a voting right 14 days prior to the date of the general meeting. Central Depository AD shall provide to the Company a list of the persons as at the above-specified date and of the foreign persons under Article 136 (1) of POSA, holding on their behalf the securities of other persons.
The voting right may be exercised personally (accordingly, through the legal representatives of the shareholder) or through a proxy. A shareholder shall be entitled to authorize any natural person or legal entity to participate and vote in the general meeting on their behalf, including a member of the Company’s board of directors, if the shareholder has explicitly indicated the manner of voting on each of the agenda items of the relevant general meeting. The authorization must be made in writing, including by electronic means in the form of an electronic document, digitally signed, made for the specific general meeting, explicitly and containing the requisites listed in Article 116 (1) POSA. The conditions and procedure for voting via proxy, including the manner of receiving of powers of attorney via electronic means and notifications for withdrawal of such, shall be laid down in rules of the board of directors and published on the Company website (<a href=”http://www.allterco.com”>www.allterco.com</a>) for each specific meeting. The Company must provide a template for the written power of attorney on paper and electronically, if applicable, with the materials for the General Meeting of Shareholders or upon request after it is convened.
Under the Articles of Association of the Company, the board of directors may allow absentee voting prior to the date of the general meeting by mail and also exercising of the voting right via electronic means, according to rules established by it, whereas this possibility must be indicated in the invitation for convening of the specific general meeting.
In certain cases provided for by the law, the exercise of the voting right may be restricted.
Pre-Emptive Rights
In case of capital increase of the Company, the shareholders shall be entitled to acquire part of the new shares, corresponding to their capital share prior to the increase, whereas one right shall be issued against each existing share and the proportion between issued rights and new shares shall be determined in the respective resolution on capital increase. The requirement for capital increase with issue of rights shall not apply in certain cases determined by the law.
Right to Share of the Profits
The Articles of Association of the Company do not provide for the right to a share of the profits, other than the dividend right described here below.
Right to a Liquidation Quota
Each share gives its holder the right to a liquidation quota commensurate with its par value. This is a conditional right – it arises and may be exercised only if (and to the extent that) in case of Company dissolution, after satisfaction of the claims of all creditors, there are residual assets for distribution among the shareholders and it is up to the size of these assets. The right belongs to the shareholders registered as such upon termination of the Company and it shall be extinguished upon expiration of the general 5-year limitation period.
Right to Dividends
Each share gives its holder the right to a dividend commensurate with its par value.
The dividend shall be distributed by a resolution of the General Meeting of Shareholders, whereas the Articles of Association of the Company provide for the possibility to distribute annual and six-month dividends. The offered shares, as ordinary shares, do not give a right to a guaranteed dividend, respectively, the Company is not obliged to make dividend payments, there is no defined periodicity of dividend payment and respectively, the obligations for due, but undistributed, dividends shall not accumulate. Whether a dividend shall be distributed or not, as well as the specific amount of the distributed dividend, depends on the results of the Company (there must be available funds, which may be distributed to the shareholders, namely the net value of Company assets, reduced by the dividends subject to payment, shall be at least equal to the registered capital of the Company, reserve fund and other funds, which the Company must establish, if such, whereas for payment of an interim dividend, there is also a profit requirement for the respective six-month period) and on the assessment of the General Meeting of Shareholders, which must resolve on distribution of the dividend.
The resolution to distribute dividend may be taken by the regular annual general meeting of shareholders, which has adopted the audited annual financial statement (for payment of annual dividend), or the extraordinary general meeting of shareholders, which has adopted the six-month report, in compliance with the requirements of the Commerce Act, while for distribution of an interim dividend – also the special requirements of Article 115c (2) of POSA apply. Persons recorded in the registers of Central Depository AD as having a dividend right shall be entitled to receive a dividend on the 14<sup>th</sup> day after the date of the General Meeting that adopted the annual, accordingly the six-month, financial statement and passed a resolution to distribute the profit.
The Company must ensure payment to the shareholders of the dividend voted at the General Meeting of Shareholders within a period of 60 days after it was held. Persons entitled to a dividend may exercise this right before the expiration of the general 5-year statute of limitations thereafter the right shall be extinguished and non-received dividends shall be retained by the Company.
Costs related to payment of the dividends shall be covered by the Company.
The Company’s Articles of Association does not provide for restrictions related to payment of a dividend. No special provisions have been provided with respect to foreign persons entitled to a dividend.
Other Rights
<u>Management rights</u>
In addition to the voting right, as defined above in item 4.5 hereof, each shareholder shall be entitled to participate in the governance of the Company, including to elect and to be elected in its management bodies.
<u>Control rights</u>
The control rights of the shareholder include the shareholder’s right to information. The right of information expresses the ability of shareholders to review all written material related to the agenda of the convened general meeting, to receive these materials upon request free of charge, and to receive the minutes and annexes to them from past general meetings. The right of information also includes the right of the shareholder to receive comprehensive answers from the members of the board of directors of the Company on questions raised during the General Meeting of Shareholders. At any time, shareholders have the right to request and receive information on the financial and economic state of the Company from the Investor Relations Director.
<u>Protective rights</u>
Each shareholder may bring an action against the Company before the district court at its seat to revoke a resolution of the general meeting, when it contravenes mandatory provisions of the law or of the Articles of Association, to protect their membership right and individual membership rights, when these have been violated by bodies of the Company, as well to request appointment of registered auditors by the Registry Agency, if such have not been elected by the general meeting of shareholders by the end of the calendar year.
Shareholders holding at least 5% of the Company capital are entitled to further rights such as: to bring an action before the district court at the Company seat for compensation for damages caused to the company from actions or omissions by the members of the management and control bodies; to make requests to the district court to convene a general meeting or to authorize their representative to convene a general meeting with an agenda determined by them; To request the inclusion of items and to put forward resolutions on items already included in the agenda for the general meeting under Article 223a of the Commerce Act (does not apply to inclusion of items or putting forward resolutions on matters within the scope of Article 114 (1) of POSA); to bring Company actions against third parties before court, in case of failure of the Company management bodies to act, which endangers its interest; make a request to the board of directors to convene the General Meeting of Shareholders.
The shareholders may exercise their rights in accordance with the rules prescribed by the provisions of the Bulgarian Commercial Act and the Public Offering of Securities Act.
