After receiving an approval by the Bulgarian National Bank on 31 July, the bank entered into the Commercial Register the required documents for a capital increase with 1 489 320 shares. Recall that the extraordinary shareholders meeting, held on 5 December 2025, approved a new bank’s remuneration policy and started a procedure under Article 112, paragraph 4 of the Public Offering of Securities Act for capital increase by issuing 496 440 new shares for each if 3 members of the Supervisory Board – Evgeni Lukanov, Maya Georgieva and Jordan Skortchev. Note that the shares are issued at a nominal value and subscription price of BGN 1 (EUR 0.51) per share. Prior to each issuance, each member should have received BGN 496 400 (EUR 253 805) in cash in order to pay for the issued shares. The 3 members have transferred the required amounts into the capital raise subscription account on 8 December 2025, according to a supplemental document issued by the bank. This is the first out of three such share-based payments. The second one is due within 12 months of the first issuance but not before the end of 2026, and the third within 12 months of the second issuance but not before the end of 2027.
Additionally, each of the 3 members would receive 380 680 existing shares by the end of Q1 2028, potentially payable partly in cash based on the balance sheet value of the shares. To enable this, the bank would launch a buyback program for up to 1 142 040 shares (0.766% of capital) at a minimum price of BGN 1 per share (EUR 0.51) and a maximum equal to their balance value.
A separate buyback program would also be initiated for up to 4 467 960 shares (3% of capital) under the same pricing conditions. The two buyback programs combined could not exceed 3% of the bank’s capital per calendar year. The treasury shares acquired under the additional program would subsequently be cancelled to avoid dilution resulting from the issuance of new shares.
If, for any reason, the capital increase or transfer of existing shares cannot proceed, payment would be made in cash based on the shares’ balance value. In the event of a change of control, any unpaid shares would be settled in cash at the highest price per share paid by the new controlling shareholder.