Ivaylo Mutafchiev, one of the two main shareholders of First Investment Bank (Fibank) with a 31.36% stake, has proposed adding a new item to the agenda of the upcoming General Shareholders’ Meeting (GSM) scheduled for December 5.
The proposal calls for additional remuneration for three members of the Supervisory Board, each with more than 20 years of experience at the bank as members of the Management and Supervisory Board. Each of the three members would receive payment in shares of the bank in the amount of 1.87m (1.25% stake).
The share-based payments would be made in three equal instalments of 496 440 new shares each. The first tranche would be issued immediately after the GSM, the second 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. The shares would be issued at a nominal value of BGN 1 per share, to be subscribed at this price by the recipients. Prior to each issuance, each member would receive BGN 496 400 in cash.
In connection with the remuneration in new shares, Fibank would initiate a capital increase procedure under Article 112, paragraph 4 of the Public Offering of Securities Act (POSA) for a total of 4 467 960 shares.
Additionally, each of the three Supervisory Board 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 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.
These remuneration items were previously proposed at the June 2025 GSM, but Mutafchiev later campaigned against their approval. Ultimately, shareholders voted in favour of a BGN 1.955m cash payment for each of the three Supervisory Board members.
The invitation for the GSM is still with pending status in the Commercial Register.